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LICENSE.COMMERCIAL
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ICS COMMERCIAL LICENSE AGREEMENT
FOR QT BASED PRODUCTS
Agreement version ICS-2.6
IMPORTANT-READ CAREFULLY:
1. This Integrated Computer Solutions Incorporated End-User
License Agreement ("Agreement") is a legal agreement between
you (either an individual or a legal entity) ("Licensee")
and Integrated Computer Solutions Incorporated ("ICS") for
the ICS software product(s) accompanying this Agreement,
which include(s) computer software and may include "online"
or electronic documentation, associated media, and printed
materials, including the source code, example programs and
the documentation ("Licensed Software").
2. 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.
3. The terms of the License Certificate ("License
Certificate") accompanying the Licensed Software are
considered part of the Agreement. In the event of
inconsistency or conflict between the language of this
Agreement and the License Certificate, the provisions of
this Agreement shall govern.
4. By installing, copying, or otherwise using the Licensed
Software, Licensee agrees to be bound by the terms of this
Agreement. If Licensee does not agree to the terms of this
Agreement, Licensee may not install, copy, or otherwise use
the Licensed Software; Licensee may, however, return it to
Licensee's place of purchase for a full refund. In addition,
by installing, copying, or otherwise using any updates or
other components of the Licensed Software that Licensee
receives separately as part of the Licensed Software
("Updates"), Licensee agrees to be bound by any additional
license terms that accompany such Updates. If Licensee does
not agree to the additional license terms that accompany
such Updates, Licensee may not install, copy, or otherwise
use such Updates.
5. Upon Licensee's acceptance of the terms and conditions of
this Agreement, ICS grants Licensee the right to use the
Licensed Software in the manner provided below.
6. ICS grants to Licensee as an individual a personal,
nonexclusive, nontransferable license to make and use copies
of the Licensed Software for the sole purposes of designing,
developing, and testing Licensee's software product(s)
("Applications"). Licensee may install copies of the
Licensed Software on an unlimited number of computers
provided that Licensee is the only individual using the
Licensed Software. If Licensee is an entity, ICS grants
Licensee the right to designate one, and only one,
individual within Licensee's organization who shall have the
sole right to use the Licensed Software in the manner
provided above. Licensee may at any time, but not more
frequently that once every six (6) months, designate another
individual to replace the current designated user by
notifying ICS, so long as there is no more than one
designated user at any given time.
7. The Licensed Software may provide links to third party
libraries or code (collectively "Third Party Libraries") to
implement various functions. Third Party Libraries are not
prepared by or owned by ICS, and do not comprise part of the
Licensed Software. In some cases, access to Third Party
Libraries may be included along with the Licensed Software
delivery as a convenience for development and testing only.
Such source code and libraries as are or may be listed in
the ".../src/3rdparty" source tree delivered with the
Licensed Software, as may be amended from time to time, do
not comprise the Licensed Software. Licensee acknowledges
(1) that some Third Party Libraries may require additional
licensing of copyright and patents from the owners of such,
and (2) that distribution of any of the Licensed Software
referencing any portion of a Third Party Library may require
appropriate licensing from such third parties. Third Party
Libraries include but are not limited to the following
categories: GIF, JPEG and MPEG.
GENERAL TERMS THAT APPLY TO APPLICATIONS AND
REDISTRIBUTABLES
8. ICS grants Licensee a nonexclusive, royalty-free right to
reproduce and distribute the object code form of certain
portions of the Licensed Software ("Redistributables"), as
specified in Appendix 1, for execution on any operating
system of a type listed in the License Certificate
("Platforms"). Copies of Redistributables may only be
distributed with and for the sole purpose of executing
Applications permitted under this Agreement that Licensee
has created using the Licensed Software. Under no
circumstances may any copies of Redistributables be
distributed separately.
9. The license granted in this Agreement for Licensee to
create Applications and distribute them and the
Redistributables (if any) to Licensee's customers is subject
to all of the following conditions: (i) all copies of the
Applications Licensee creates must bear a valid copyright
notice, either Licensee's own or the copyright notice that
appears on the Licensed Software; (ii) Licensee may not
remove or alter any copyright, trademark or other
proprietary rights notice contained in any portion of the
Licensed Software; (iii) Redistributables, if any, shall be
licensed to Licensee's customer "as is"; (ICS MAKES NO
WARRANTIES OR REPRESENTATIONS VIS-A-VIS LICENSEE'S CUSTOMER
WITH RESPECT TO REDISTRIBUTABLES, AND ICS EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES VIS-A-VIS LICENSEE'S
CUSTOMER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE,
WHETHER OR NOT ICS KNOWS, HAS REASON TO KNOW, HAS BEEN
ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE); (iv)
Licensee will indemnify and hold ICS, its related companies
and its suppliers, harmless from and against any claims or
liabilities arising out of the use, reproduction or
distribution of Applications; (v) Applications must be
developed using a licensed, registered copy of the Licensed
Software; (vi) Applications must add primary and substantial
functionality to the Licensed Software; (vii) Applications
may not pass on functionality which in any way makes it
possible for others to create software with the Licensed
Software; (viii) Applications may not compete with the
Licensed Software; (ix) Licensee may not use ICS's or any of
its suppliers' names, logos, or trademarks to market the
Application(s), except to state that the Application was
developed using the Licensed Software. NOTE: If it exists,
any Free Edition of the Licensed Software is licensed under
the terms of the GPL and not under this Agreement. If
Licensee has, at any time, developed all (or any portions
of) the Application(s) using the Free Edition, Licensee must
license such Application(s) (or any portions derived there
from) under the terms of the Free Software Foundation's GNU
General Public License (the "GPL") a copy of which is
located at http://www.gnu.org/copyleft/gpl.html#SEC1 (i.e.,
any Product(s) and/or parts, components, portions thereof
developed using GPL licensed software, including Free
Edition, must be licensed under the terms of the GPL, and
the GPL-based source code must be made available upon
request).
WARRANTY DISCLAIMER
10. THE LICENSED SOFTWARE IS LICENSED TO LICENSEE "AS IS".
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICS ON
BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES
AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
WITH REGARD TO THE LICENSED SOFTWARE. THIS WARRANTY
DISCLAIMER NOTWITHSTANDING, LICENSEE MAY HAVE SPECIFIC LEGAL
RIGHTS WHICH MAY VARY FROM STATE/JURISDICTION TO
STATE/JURISDICTION.
LIMITATION OF LIABILITY
11. IF, ICS'S WARRANTY DISCLAIMER NOTWITHSTANDING, ICS IS
HELD LIABLE TO LICENSEE, WHETHER IN CONTRACT, TORT OR ANY
OTHER LEGAL THEORY, BASED ON THE LICENSED SOFTWARE, ICS'S
ENTIRE LIABILITY TO LICENSEE AND LICENSEE'S EXCLUSIVE REMEDY
SHALL BE, AT ICS'S OPTION, EITHER (A) RETURN OF THE PRICE
LICENSEE PAID FOR THE LICENSED SOFTWARE, OR (B) REPAIR OR
REPLACEMENT OF THE LICENSED SOFTWARE, PROVIDED LICENSEE
RETURNS TO ICS ALL COPIES OF THE LICENSED SOFTWARE AS
ORIGINALLY DELIVERED TO LICENSEE. ICS SHALL NOT UNDER ANY
CIRCUMSTANCES BE LIABLE TO LICENSEE BASED ON FAILURE OF THE
LICENSED SOFTWARE IF THE FAILURE RESULTED FROM ACCIDENT,
ABUSE OR MISAPPLICATION, NOR SHALL ICS UNDER ANY
CIRCUMSTANCES BE LIABLE FOR SPECIAL DAMAGES, PUNITIVE OR
EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS OR
INTERRUPTION OF BUSINESS OR FOR LOSS OR CORRUPTION OF DATA.
ANY AWARD OF DAMAGES FROM ICS TO LICENSEE SHALL NOT EXCEED
THE TOTAL AMOUNT LICENSEE HAS PAID TO ICS IN CONNECTION WITH
THIS AGREEMENT.
SUPPORT AND UPDATES
12. Licensee will be eligible to receive email and telephone
based software developer support and access to Updates to
the Licensed Software for a period not to exceed one year
from the date of initial delivery, in accordance with ICS's
then current license agreement, policies and procedures, if
any. Such policies and procedures may be changed from time
to time.
GENERAL PROVISIONS
TERMINATION
13. ICS may terminate the Agreement at any time immediately
upon written notice by ICS to Licensee if Licensee breaches
this Agreement, fails to pay the fees for the Licensed
Software, or infringes ICS's intellectual property in or to
the Licensed Software. Upon termination of the Licenses,
Licensee shall return to ICS all copies of Licensed Software
that were supplied by ICS. All other copies of Licensed
Software in the possession or control of Licensee must be
erased or destroyed. An officer of Licensee must promptly
deliver to ICS a written confirmation that this has
occurred.
GOVERNMENT END USERS
14. A "U.S. Government End User" shall mean any agency or
entity of the government of the United States. The following
shall apply if Licensee is a U.S. Government End User. The
Licensed Software is a "commercial item," as that term is
defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of
"commercial computer software" and "commercial computer
software documentation," as such terms are used in 48 C.F.R.
12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire the Licensed Software with only
those rights set forth herein. The Licensed Software
(including related documentation) is provided to U.S.
Government End Users: (a) only as a commercial end item; and
(b) only pursuant to this Agreement.
COMPLIANCE WITH LOCAL LAWS
15. Licensee shall comply with all applicable laws and
regulations relating to the Licensed Software in the United
States and in other countries in which Licensee uses or
modifies the Licensed Software. Without limiting the
generality of the foregoing, Licensee shall not export,
reexport, disclose or distribute any of the Licensed
Software in violation of any applicable laws or regulations,
including the export laws and regulations of the United
States, and shall comply with all such laws and regulations.
16. This Agreement may only be modified in writing signed by
authorized representatives of Licensee and ICS. In case of a
conflict between the Agreement and the terms of any purchase
order or other ordering document, the Agreement shall
prevail. If any provision of the Agreement is found void or
unenforceable, the remainder will remain valid and
enforceable according to its terms. If any remedy provided
is determined to have failed for its essential purpose, all
limitations of liability and exclusions of damages set forth
in this Agreement shall remain in effect.
17. This Agreement shall be construed, interpreted and
governed by the laws of the Commonwealth of Massachusetts,
USA. Any action or proceeding arising from or relating to
this Agreement shall be brought in the Federal Courts
sitting in Boston, Massachusetts or in the State Court in
Middlesex County, Massachusetts, and each party irrevocably
submits to the personal jurisdiction of any such court in
any such action or proceeding. The Agreement gives Licensee
specific legal rights; Licensee may have others, which vary
from state to state and from country to country. ICS
reserves all rights not specifically granted in this
Agreement.
ICS COMMERCIAL LICENSE AGREEMENT
FOR QT BASED PRODUCTS
Appendix 1:
Parts of the Licensed Software that are permitted for
distribution ("Redistributables"):
- The Licensed Software's libraries in object code form
Parts of the Licensed Software that are not permitted for
distribution include, but are
not limited to:
- The Licensed Software's source code and header files
- The Licensed Software's documentation