License agreement

Qt Frame Agreement
Version 2024-02

1. PARTIES OF THIS AGREEMENT

1.1. This Qt Frame Agreement - comprised of these general terms
together with the appendices attached hereto, (hereinafter
"Agreement") is made by and between: The Qt Company, as defined below
(hereinafter "The Qt Company") AND Customer name (hereinafter
"Customer"):___________________ Business Id (e.g. VAT or EIN
number):___________________

1.2. The parties above are hereinafter individually referred to as a
"Party" and collectively as the "Parties".

2. STRUCTURE AND OBJECT OF THE AGREEMENT

2.1. The Parties have entered into this Agreement to agree on the
terms and conditions applicable to The Qt Company's delivery of
products and services ("Services") to Customer.

2.2.  This Agreement is comprised of the following components:

(i) This Agreement, which contains the general terms applicable to all
Services,

(ii) Appendices for each of the Services, containing terms applicable
to that individual set of Services ("Service Terms"),

(iii) a Qt Appendix for Pricing, if applicable, which contains pricing
for specific Services, and

(iv) other topic-specific appendices, such as Support or Marketing
Rights. 2.3. Any and all Services purchased shall be specified in, and
agreed upon between, the Parties under a separate purchase order,
statement of work, quote, or similar document ("Purchase Document").
Each Purchase Document concluded under this Agreement shall include a
reference to this Agreement and be governed by this Agreement.

3. DEFINITIONS

3.1. "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.

3.2. "Contractor" shall mean third-party consultants, distributors and
contractors performing services to Customer under an applicable
contractual arrangement.

3.3. "Customer" shall mean the individual or legal entity specified in
Section 1 above, that is a Party to this Agreement.

3.4. "Force Majeure Event" shall have the meaning set forth in Section
11.7.

3.5. "Licensed Software" shall mean The Qt Company's commercial
software product which is licensed for use by Customer under this
Agreement and corresponding Service Terms. Licensed Software shall
include, if and to the extent applicable and specified in the
applicable relevant Service Terms, corresponding online or electronic
documentation, associated media and printed materials, including the
source code, and example programs. 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.

3.6. "Professional Services" shall mean The Qt Company's
professional-, consulting-, training- and/or project services
delivered to Customer under this Agreement and specified in a Purchase
Document.

3.7. "Support" shall mean maintenance and support services provided by
The Qt Company to assist Customer in using the Licensed Software, as
further specified in the Appendix for Support Terms.

3.8. "The Qt Company" shall mean:

(i) in the event Customer is an entity residing in the United States
or a legal entity incorporated in or having its headquarters in the
United States, The Qt Company Inc., a Delaware corporation with its
office at 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128, USA.; or

(ii) in the event Customer is an entity residing outside of the United
States or a legal entity incorporated or having its registered office
outside of the United States, The Qt Company Oy., a Finnish company
with its registered office at Miestentie 7, 02150 Espoo, Finland. 4.
PRICES AND PAYMENT

4.1. The Qt Company agrees to make Services available to Customer
subject to the prices set forth in the Appendix for Pricing. In the
event that the Appendix for Pricing does not include a price for
certain Services, the applicable price shall be the price agreed by
the Parties in the respective Purchase Document.

4.2. All prices are exclusive of value added tax or other taxes,
levels, or duties. Value added tax as well as other possible public
charges imposed by authorities shall be added to the prices.

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

4.4. All fees under this Agreement shall be paid by Customer no later
than thirty (30) days from the date of the applicable invoice from The
Qt Company.

4.5. Unless otherwise agreed or provided in the respective Service
Terms or Purchase Document, The Qt Company will invoice fees for:

4.5.1. Licensed Software and Support in advance upon conclusion of the
Purchase Document, and

4.5.2. Professional Services monthly in arrears after the Service has
been performed.

4.6. A late payment charge of the lower of: (a) one percent (1%) per
month; or (b) the highest interest rate stipulated by applicable law,
shall be charged on any unpaid balances that remain past due and which
have not been disputed by Customer in good faith within thirty (30)
days of receipt of invoice from The Qt Company.

4.7. The Qt Company may either (i) invoice Customer based on existing
agreement, (ii) request Customer to place a purchase order
corresponding to a quote by The Qt Company, or (iii) use Customer's
stored Credit Card information to automatically charge the Customer
for the relevant Renewal Term.

4.8. Unless and to the extent otherwise agreed in the Appendix for
Pricing or in the Purchase Document, The Qt Company shall be entitled
to adjust the prices set forth in the Appendix for Pricing by
notifying Customer of the change in writing at least sixty (60) days
before the effective date of the change. The change shall not affect
the current pricing term of Services agreed upon before the effective
date of the change.

5. CONFIDENTIALITY

5.1. The Parties shall keep confidential, and shall not use or
disclose to any unauthorized third parties, the existence and content
of this Agreement as well as any Confidential Information received
from the other Party or otherwise learned in connection with the
Agreement or the performance of the Services, 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.

5.2. Each Party shall limit access the other Party's Confidential
Information only to those of its employees, subcontractors,
Contractors, Affiliates or financial or legal advisors who necessarily
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.

5.3. 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.

5.4. The confidentiality obligation stipulated herein shall not be
applied to material and information which:

(i) has become generally available or otherwise public prior to its
submission by the other Party;

(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 this Agreement 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.

5.5. 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 the
documents, files, copies and material containing Confidential
Information of the other Party. Notwithstanding the foregoing, a Party
may retain one 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.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Unless and to the extent expressly provided in the respective
Service Terms, this Agreement carries no assignment or license to the
intellectual property rights of either Party and all such rights are
and shall remain the exclusive property of the Party to whom such
rights are vested under applicable law at the signing of this
Agreement or thereafter.

6.2. Where The Qt Company's delivery includes any materials owned by a
third party, such third party materials shall be governed in all
respects by the applicable license terms of such third-party right
holders. The Qt Company shall duly inform the Customer whenever such
third party materials are included in the Services and of applicable
license terms to be followed by the Customer in using such third party
materials.

7. FEES AND ORDERING

7.1. Services Fees. Services Fees are described in the Purchase Document.

7.2. Ordering Services.

(i) Customer may purchase Services 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.

(ii) Unless expressly otherwise agreed, any price or other term quoted
to Customer shall only be valid for the thirty (30) days from the date
such price has been quoted.

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER

8.1. The Qt Company hereby represents and warrants that: (i) it has
the power and authority to grant the rights and licenses granted to
Customer under this Agreement; (ii) the Licensed Software will operate
materially in accordance with its specifications (as set forth in the
applicable product documentation or, where relevant, program
description); (iii) Professional Services and Support will be
performed in a professional, workmanlike manner pursuant to the
Agreement; and (iv) during the ten years prior to the effective date
of this Agreement, there have not been any claims alleging that the
Licensed Software has infringed any intellectual property rights of a
third party and, to the knowledge of The Qt Company as of the
effective date of this Agreement, no such infringement exists. These
warranties do not apply to issues arising from, or relating to, any
third-party materials or Customer's use of the Licensed Software in
violation of applicable law or the terms of this Agreement.

8.2. 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. Customer's sole and exclusive remedy and The Qt Company's
entire liability for deficiencies or errors in the Services shall be
limited, at The Qt Company's option, to correction of the error,
replacement of the Services, re-performance of the Service or return
of the applicable fees paid for the defective Service for the time
period during which Customer was not able to utilize the Service as
agreed.

9. LIMITATION OF LIABILITY

9.1. 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.

9.2. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY'S
INTELLECTUAL PROPERTY RIGHTS, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID OR
PAYABLE TO THE QT COMPANY BY CUSTOMER FOR THE RESPECTIVE LICENSED
SOFTWARE OR SERVICE GIVING RISE TO THE LIABILITY. THE FOREGOING
LIMITATION WILL NOT APPLY TO CUSTOMER'S OBLIGATION TO PAY THE
APPLICABLE FEES CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE
OR SERVICES.

10. TERM AND TERMINATION

10.1. This Agreement shall enter into force upon signing by both
Parties and is effective as of the last date of signature.

10.2. This Agreement shall remain in force until further notice and
may be terminated without cause by either Party by no less than three
(3) months' prior written notice to the other Party.

10.3. Termination of a particular Purchase Document and the Services
governed thereunder shall be stipulated under the applicable Service
Terms.

10.4. Either Party may terminate this Agreement with immediate effect,
if the other Party:

(i) commits a material breach of the terms of this Agreement
(including applicable Service Terms) and has not remedied such breach
within a reasonable period of time (which shall be no less than thirty
(30) days) of the non-breaching Party's written notice specifying the
breach, or

(ii) becomes bankrupt, insolvent or goes into liquidation or debt
restructuring.

10.5. Termination of this Agreement shall, as such, have no effect on
the validity of any Services ordered and agreed prior to the effective
date of such termination, and such Services shall continue to remain
in force pursuant to applicable Service Terms (including the terms of
this Agreement) for the remainder of the duration of the applicable
Service validity term.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to this Agreement.

11.2. Where this Agreement is concluded with The Qt Company, Inc., a
Delaware corporation, the Parties agree that this Section 10.2 will
apply. This Agreement will be governed by, and construed in accordance
with the laws of the State of California and any controlling United
States federal law. Any dispute, controversy or claim arising out of
or relating to this contract, including the formation, interpretation,
breach or termination thereof, and whether the claims asserted are
arbitrable, will be referred to and finally determined by arbitration
in accordance with the JAMS International Arbitration Rules. The
tribunal will consist of one arbitrator. The place of arbitration will
be San Francisco, California, USA. The language to be used in the
arbitral proceedings will be English. Judgment upon the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction
thereof. This Section 10.2 shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of appropriate
jurisdiction. Notwithstanding the foregoing, any action by The Qt
Company solely to collect license or other fees hereunder may be
brought in any court of competent jurisdiction.

11.3. Where this Agreement is concluded with The Qt Company, Oy., a
Finnish company, the parties agree that this Section 10.3 will apply.
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. All disputes arising out of or in connection
with this Agreement shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. The place of
arbitration will be Helsinki, Finland. The language to be used in
arbitral proceedings will be English. This Section 10.3 shall not
preclude parties from seeking provisional remedies in aid of
arbitration from a court of appropriate jurisdiction.

12. MISCELLANOUS

12.1. No Assignment. Customer shall not be entitled to assign or
transfer all or any of its rights, benefits and obligations under this
Agreement except in case of sale of relevant business or assets or
otherwise with 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.

12.2. 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.

12.3. Entire Agreement. This Agreement, its Appendices and any
applicable Purchase Documents constitute the complete agreement
between the Parties and supersedes all prior or contemporaneous
discussions, representations, contracts (including prior License
Agreements and similar prior agreements), and proposals, written or
oral, with respect to the subject matters discussed herein.

12.4. Subcontractors. The Qt Company may utilize subcontractors in the
performance of Services under this Agreement, provided that The Qt
Company remains responsible for the performance of the Services 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.

12.5. Modifications. 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.

12.6. Affiliate Orders. Customer Affiliates may purchase Services via
this Agreement as follows:

(i) any purchases by Customer Affiliates from The Qt Company or its
Affiliates will create a contractual relationship directly between the
relevant The Qt Company entity and the respective ordering Customer
Affiliate;

(ii) the entry into a Purchase Document between The Qt Company and
Customer Affiliate creates an agreement between The Qt Company and
Customer Affiliate and incorporates all terms and conditions of this
Agreement as the governing agreement between The Qt Company and
Customer Affiliate ("Accession Agreement"): and

(iii) Customer Affiliate will be deemed "Customer" under the terms of
this Agreement and all rights and obligations under such Accession
Agreement are vested and borne solely by the ordering Customer
Affiliate and the relevant The Qt Company entity as contracting
parties under such Accession Agreement.

12.7. Force Majeure. 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
the relevant Purchase Document and Services thereunder with immediate
effect without any liability (except for the obligations of payment
arising prior to the Force Majeure Event) towards the other Party.

12.8. 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 in
this Agreement. Each communication and document made or delivered by
one Party to the other Party pursuant to this Agreement shall be in
the English language.

12.9. 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.

12.10. Privacy and Security. The Parties commit to and comply with
their respective applicable obligations under the privacy and security
terms set forth in the Privacy and Security Appendix and relevant
Appendices attached hereto.

12.11. Feedback. Customer agrees that, from time to time, The Qt
Company, may request feedback from Customer regarding the Services
("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.

12.12. Export Control. Customer acknowledges that the Services, 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 (e.g., for re-exportation of the Redistributables,
Applications and/or Devices, each as defined in the relevant Service
Terms).

12.13. 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.

13. APPENDICES

13.1. The following appendices form an integral part of this
Agreement. In case of a discrepancy between this Agreement and any of
its Appendices, this Agreement shall prevail. In case of discrepancies
between the Purchase Document(s) and this Agreement or applicable
Service Terms, the terms of this Agreement or the applicable Service
Terms shall prevail, except in cases where an express deliberate
deviation from the terms of this Agreement or applicable Service Terms
has been concluded pursuant to Section 2.3 hereof, in which case the
Purchase Document shall prevail.

1. Appendix for Squish, Coco, and Test Center

2. Appendix for Support Terms
https://www.qt.io/terms-conditions/support-terms

3. Appendix for Privacy and Security Terms
https://www.qt.io/terms-conditions/privacy-and-security

Appendix for Squish, Coco, and Test Center
Version 2024-02

1. This Appendix for Squish, Coco, and Test Center ("Appendix") is an
integral part of the Agreement and specifies the terms and conditions
for the licensing of Squish, Coco, and Test Center tools between The
Qt Company and Customer. Any capitalized words not defined herein are
as defined in the Agreement. Entry into this Appendix governs the use
of and supersedes any prior contracts between the Parties (including
prior License Agreements and similar prior agreements) with respect to
the Squish, Coco, and Test Center tools.

2. DEFINITIONS

2.1. "Customer's Records" shall mean books and records that contain
information bearing on Customer's compliance with the Agreement and
this Appendix, including, but not limited to user information and
assembly logs.

2.2. "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.

2.3. "End Customers" shall mean the customers of Customer to whom
Customer directly or indirectly distributes copies of the
Redistributables as part of Customer's product.

2.4. "Evaluation License Term" shall mean a time period specified in
the License Certificate for Customer to use the relevant Licensed
Software for evaluation purposes according to Section 3.3 of this
Appendix.

2.5. "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, including license information,
pertaining the Licensed Software purchased by Customer.

2.6. "License Fee" shall mean the fee charged to Customer for rights
granted under this Appendix.

2.7. "License Term" shall mean the agreed validity period of the Tools
license during which time Customer may use the Tools pursuant to this
Appendix. Agreed License Term, as ordered and paid for by Customer,
shall be memorialized in the applicable License Certificate.

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

2.9. "Tools" or "Licensed Software" shall mean software libraries and
tools as defined in Exhibit 1 hereto depending on which product(s)
Customer has purchased under the applicable Purchase Document.

2.10. "Redistributables" shall mean Squish Hook, Qt Wrapper, startaut,
and squishserver modules of Licensed Software.

2.11. "Renewal Term" shall mean an extension of previous License Term
as agreed between the Parties.

2.12. "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
Customer under Support and Updates are considered as part of the
Licensed Software hereunder.

2.13. "Upgrades" shall mean a release or version of the Licensed
Software containing enhancements and new features. Upgrades are
generally depicted as a change to the first digit of the Licensed
Software version number. In the event Upgrades are provided to
Customer under this Appendix, they shall be considered as part of the
Licensed Software hereunder.

3. LICENSES GRANTED

3.1. Tools License

3.1.1. Subject to the terms of this Appendix and the Agreement, The Qt
Company grants to Customer a worldwide, non-exclusive,
non-transferable license, valid for the License Term, to use and
modify the Tools for Customer's internal business purposes in
accordance with the License capabilities and install and use
capabilities in Exhibit 1 to this Appendix-as ordered by Customer.

3.1.2. If Customer's license under this Appendix includes
Redistributables, then Customer is entitled to distribute, for the
life cycle of the Customer's product, compiled binary versions of
Redistributables to End Customers as part of Customer's product.

3.1.3. Customer may use Tools source code solely to (i) compile Tools
against modifications Customer has made to The Qt Company's Qt
Software products, (ii) create a static build with Redistributables
for Customer's product, or (iii) build squishrunner for Python 3.9
programming language (or, upon separate written approval from The Qt
Company, other supported programming languages), and not for any other
purposes. Customer may not, by any method, manner or means alter,
amend, or modify Tools source code. If Customer's license includes the
use of cross-compilation add-ons, then Customer may use the source
code of Redistributables of such cross compilation add-on's 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.

3.1.4. Upon expiration of the initial agreed License Term, the License
Term shall be automatically extended to one or more Renewal Term(s),
unless and until either Party notifies the other Party in writing that
it does not wish to renew the License Term, such notification to be
provided to the other Party no less than thirty (30) days before
expiration of the respective License Term. The Qt Company shall, in
good time before the due date for the above notification, remind
Customer on the coming Renewal Term. Unless otherwise agreed between
the Parties, the Renewal Term shall be equal to the length of the
previous previous License Term, but no longer than thirty-six (36)
months.

3.1.5. Any Renewal Term shall be subject to License Fees agreed
between the Parties or, if no such agreement exists, The Qt Company's
standard list pricing applicable at the commencement date of any such
Renewal Term.

3.2. Further Requirements

3.2.1. The licenses granted in this Section 3 by The Qt Company to
Customer are conditional on and subject to Customer's compliance with
the following terms:

(i) Customer shall not remove or alter any copyright, trademark or
other proprietary rights notice(s) contained in any portion of the
Licensed Software;

(ii) 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;

(iii) Customer shall not use The Qt Company's or any of its suppliers'
names, logos, or trademarks to market its products except that
Customer may use "Built with Qt" logo to indicate that Customer's
product was developed using the Licensed Software;

(iv) Except for Redistributables, which 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

(v) Customer 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.

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

3.3. Evaluation License

3.3.1. 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 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.

3.3.2. Upon the expiry of the Evaluation License Term, Customer must
either discontinue use of the relevant Licensed Software or acquire a
commercial Tools License in accordance with this Appendix.

4. 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.

5. PRE-RELEASE SOFTWARE

5.1. 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").

5.2. Such Pre-Release Software may be present complimentary for
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 a 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. To the maximum extent permitted by law, 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.

5.3. For clarity, unless Licensed Software specifies different license
terms for the respective Pre-Release Software, Customer is entitled to
use such pre-release software pursuant to Section 3 of this Appendix.

6. SUPPORT, UPDATES AND ONLINE SERVICES

6.1. Upon due payment of the applicable License Fees, Customer will be
eligible to receive Support and Updates and to use applicable Online
Services during the agreed License Term or other agreed fixed time
period. Support is provided according to agreed support levels and the
Appendix for Support Terms. 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.

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

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 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.

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 Tools 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 may, upon at least thirty (30) days' prior written
notice and at The Qt Company's expense, audit Customer with respect to
Customer's use of the Licensed Software, but not more frequently than
once during each six (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, 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.

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 thirty (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 Agreement (e.g., without limitation,
underpayment of more than 10% of License Fees or 10,000 Euros
(whichever is more)), then 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:

i) 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

ii) 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 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 expiration or termination of the Tools Licenses, Customer
shall cease and shall cause all Designated Users (including those of
its Affiliates' and Contractors') to cease using the Tools.

8.3.2. Upon such expiry or termination of Tools Licenses, 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:

i) a copy for archiving purposes or as may be required under
applicable law;

ii) the right to distribute in Section 3.1.2, 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 under any
existing or outstanding Purchase Document in effect prior to the
effective date of termination, and Customer will pay to The Qt Company
all such unpaid fees due through the end of the Purchase Document's
term within thirty (30) days from the effective date of termination of
the licenses.

8.4. Extension of Rights under Special Circumstances. In the event The
Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and the Agreement is not, at the
date of expiry of the Tools Licenses, assigned to party, who has
assumed The Qt Company's position as a legitimate licensor of Licensed
Software under the Agreement, then all valid Tools 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 Agreement. For clarity, should the foregoing occur,
any such extension shall not apply to The Qt Company's Support
obligations.

EXHIBIT 1, Tools: Squish, Coco, and Test Center

At the time of conclusion of this Appendix, the latest available
version of Tools includes the software libraries and tools set forth
in Exhibit 1 (as provided below) depending on which product(s)
Customer has purchased under the relevant Purchase Document.

The modules and tools are specific to each product version
respectively and may vary from version to version. Modules and tools
included in the latest publicly available version of the respective
product at any given time are listed in Exhibit 1 of at
www.qt.io/terms-conditions/squish-coco-testcenter/exhibit-1. If a new
version of Licensed Software does not include a module or tool present
in an older version which Customer is entitled to use under a valid
license from The Qt Company, then Customer will continue to have such
right during the validity of Customer's relevant License Term. In the
event that a new version of the Licensed Software adds modules or
tools to any previous version(s), Customer's rights will extend to
cover also such additional modules and tools.