Park Systems Corp. PSPYLib Python Library License Agreement

Agreement version 1.0



This Park Systems Corp. PSPYLib Python Library License Agreement ("Agreement")

is a legal agreement between Park Systems Corp. with its registered office at

Gwanggyo-ro 109, 16229 Suwon, Korea and you (either an individual or a legal

entity) ("Licensee") for the Licensed Software (as defined below).



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 may include portions of the Licensed

Software. "Deployment Platforms" shall mean those operating systems in which

the Licensed Software can be distributed on according to the terms and

conditions of this Agreement, especially Section 5.2. "Development Platforms"

shall mean those operating systems in which the Licensed Software can be used

only for designing, developing and testing Applications, but not distributed in

any form or used for any other purpose. "Designated User(s)" shall mean the

employee(s) of Licensee acting within the scope of their employment or

Licensee's consultant(s) or contractor(s) acting within the scope of their

services for Licensee and on behalf of Licensee. "License Certificate" shall

mean the document accompanying the Licensed Software which specifies the

modules which are licensed under the Agreement, Development Platforms,

Deployment Platforms and Designated Users. "Licensed Software" shall mean the

computer software, "online" or electronic documentation, associated media and

printed materials, including the source code, example programs and the

documentation delivered by Park Systems Corp. to Licensee in conjunction with

this Agreement. Licensed Software does not include Third Party Software (as

defined in Section 7). "Modified Software" shall mean modifications made to the

Licensed Software by Licensee. "Online Services" shall mean any services or

access to systems provided by Park Systems Corp. to the Licensee over Internet

in conjunction with the Licensed Software or for the purpose of use by the

Licensee of the Licensed Software or Support. Using some of the Online Services

may be subject to additional fees. "Party or Parties" shall mean Licensee

and/or Park Systems Corp.. "Redistributables" shall mean the portions of the

Licensed Software set forth in Appendix 1, Section 1 that may be distributed

with or as part of Applications in object code form. "Support" shall mean

standard developer support that is provided by Park Systems Corp. to assist

eligible Designated Users in using the Licensed Software in accordance with its

established standard support procedures. "Updates" shall mean a release or

version of the Licensed Software containing enhancements, new features, bug

fixes, error corrections and other changes that are generally made available to

users of the Licensed Software that have contracted for maintenance and

support.



2. OWNERSHIP 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. To the extent

Licensee submits bug fixes or error corrections, including information related

thereto, Licensee hereby grants Park Systems Corp. a sublicensable,

irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully

paid-up copyright and trade secret license to reproduce, adapt, translate,

modify, and prepare derivative works of, publicly display, publicly perform,

sublicense, make available and distribute error corrections and bug fixes,

including derivative works thereof. All Park Systems Corp.'s and/or its

licensors' trademarks, service marks, trade names, logos or other words or

symbols are and shall remain the exclusive property of Park Systems Corp. or

its licensors respectively.



3. MODULES Some of the files in the Licensed Software have been grouped into

modules. These files contain specific notices defining the module of which they

are a part. The modules licensed to Licensee are specified in the License

Certificate accompanying the Licensed Software. The terms of the License

Certificate 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. VALIDITY OF THE AGREEMENT 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 should not

install, copy, or otherwise use the Licensed Software. 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, Licensee agrees to be bound by any additional license terms that

accompany such Updates, if any. If Licensee does not agree to the additional

license terms that accompany such Updates, Licensee should not install, copy,

or otherwise use such Updates. Upon Licensee's acceptance of the terms and

conditions of this Agreement, Park Systems Corp. grants Licensee the right to

use the Licensed Software in the manner provided below.



5. LICENSES 5.1 Using, Modifying and Copying Park Systems Corp. grants to

Licensee a non-exclusive, non-transferable, perpetual license to use, modify

and copy the Licensed Software for Designated Users specified in the License

Certificate for the sole purposes of: (i) designing, developing, and testing

Application(s); (ii) modifying the Licensed Software as limited by section 8

below; and (iii) compiling the Licensed Software and/or Modified Software

source code into object code. Licensee may install copies of the Licensed

Software on an unlimited number of computers provided that only the Designated

Users use the Licensed Software. Licensee may at any time designate another

Designated User to replace a then-current Designated User by notifying Park

Systems Corp., provided that a) the then-current Designated User has not been

designated as a replacement during the last six (6) months; and b) there is no

more than the specified number of Designated Users at any given time.



5.2 Limited Redistribution a) Park Systems Corp. grants Licensee a

non-exclusive, royalty-free right to reproduce and distribute the object code

form of Redistributables (listed in Appendix 1, Section 1) for execution on the

specified Deployment Platforms, excluding the Joint Hardware and Software

Distribution as defined in b) below. 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. This Agreement does not give Licensee any rights to distribute any

of the parts of the Licensed Software listed in Appendix 1, Section 2, neither

as a whole nor as parts or snippets of code. b) Licensee may not distribute,

transfer, assign or otherwise dispose of Applications and/or Redistributables,

in binary/compiled form, or in any other form, if such action is part of a

Joint Software and Hardware Distribution, except as provided by a separate

runtime distribution license with Park Systems Corp. or one of its authorized

distributors. A Joint Hardware and Software Distribution shall be defined as

either: (i) distribution of a hardware device where, in its final end user

configuration, the main user interface of the device is provided by

Application(s) created by Licensee or others, using Licensed Software or

Licensed Software based software product, and depends on the Licensed Software

or an open source version of PSPYLib or any PSPYLib based software product; or

(ii) distribution of the Licensed Software with a device designed to facilitate

the installation of the Licensed Software onto the same device where the main

user interface of such device is provided by Application(s) created by Licensee

or others, using the Licensed Software, and depends on the Licensed Software.

c) For the avoidance of doubt, should the Licensee wish to distribute Licensed

Software as a part of software development kit (SDK) for the purpose of

developing Applications by Licensee's customers for Licensee's products, such

distribution is subject to a separate PSPYLib SDK distribution license

agreement to be concluded with Park Systems Corp..



6. VERIFICATION Park Systems Corp. or a certified auditor on Park Systems

Corp.'s behalf, may, upon its reasonable request and at its expense, audit

Licensee with respect to the use of the Licensed Software. 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. Park Systems Corp. will not remove, copy,

or redistribute any electronic material during the course of an audit. If an

audit reveals that Licensee is using the Licensed Software in a way that is in

material violation of the terms of the Agreement, then Licensee shall pay Park

Systems Corp.'s reasonable costs of conducting the audit. In the case of a

material violation, Licensee agrees to pay Park Systems Corp. any amounts owing

that are attributable to the unauthorized use. Alternatively, Park Systems

Corp. reserves the right, at Park Systems Corp.'s sole option, to terminate the

licenses for the Licensed Software.



7. 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 along

with the Licensed Software delivery as a convenience for development and

testing only. Such source code and libraries may be listed in the

".../src/3rdparty" source tree delivered with the Licensed Software or

documented in the Licensed Software where the Third Party Software is used, as

may be amended from time to time, do not comprise the Licensed Software.

Licensee acknowledges (i) that some part of Third Party Software may require

additional licensing of copyright and patents from the owners of such, and (ii)

that distribution of any of the Licensed Software referencing any portion of a

Third Party Software may require appropriate licensing from such third parties.



8. CONDITIONS FOR CREATING APPLICATIONS The licenses granted in this Agreement

for Licensee to create, modify and distribute Applications 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 including but not limited to the About

Boxes; (iii) Licensee will indemnify and hold Park Systems Corp., its

Affiliates, contractors, and its suppliers, harmless from and against any

claims or liabilities arising out of the use, reproduction or distribution of

Applications; (iv) Applications must be developed using a licensed, registered

copy of the Licensed Software; (v) Applications must add primary and

substantial functionality to the Licensed Software; (vi) Applications may not

pass on functionality which in any way makes it possible for others to create

software with the Licensed Software.; (vii) Licensee may create Modified

Software that breaks the source or binary compatibility with the Licensed

Software. To the extent that Licensee breaks source or binary compatibility

with the Licensed Software, Licensee acknowledges that Park Systems Corp.'s

ability to provide Support may be prevented or limited and Licensee's ability

to make use of Updates may be restricted; (viii) Applications may not compete

with the Licensed Software; (ix) Licensee may not use Park Systems Corp.'s or

any of its suppliers' names, logos, or trademarks to market Applications,

except to state that Licensee's Application(s) was developed using the Licensed

Software; and (x) each Designated User creating the Application(s) needs to

have a separate license for the Licensed Software.



9. PRE-RELEASE CODE The Licensed Software may contain pre-release code and

functionality marked or otherwise stated as "Technology Preview", "Alpha",

"Beta" or similar. Such pre-release code may be present in order to provide

experimental support for new platforms or preliminary version of new

functionality. The pre-release code is not at the level of performance and

compatibility of a final, generally available, product offering. The pre-

release parts of the Licensed Software may not operate correctly and may be

substantially modified prior to the first commercial product release, if any.

Park Systems Corp. is under no obligation to make pre-release code commercially

available, or provide any Support or Updates relating thereto. The pre-release

code must not be used for commercial purposes or in a live operating

environment where it may be relied upon to perform in the same manner as a

commercially released product or with data that has not been sufficiently

backed up.



10. LIMITED WARRANTY AND WARRANTY DISCLAIMER Park Systems Corp. hereby

represents and warrants with respect to the Licensed Software 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". To the maximum extent permitted by applicable law, Park

Systems Corp. 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 and fitness for a particular purpose,

title and non-infringement regarding to the Licensed Software.



11. LIMITATION OF LIABILITY If, Park Systems Corp.'s warranty disclaimer

notwithstanding, Park Systems Corp. is held to be liable to Licensee whether in

contract, tort, or any other legal theory, based on the Licensed Software, Park

Systems Corp.'s entire liability to Licensee and Licensee's exclusive remedy

shall be, at Park Systems Corp.'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 all copies of the Licensed

Software to Park Systems Corp. as originally delivered to Licensee. Park

Systems Corp. 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 Park Systems Corp., 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 Park Systems Corp. to Licensee shall not exceed the total

amount Licensee has paid to Park Systems Corp. in connection with this

Agreement.



12. SUPPORT, UPDATES AND ONLINE SERVICES Licensee will be eligible to receive

Support and Updates and to use the Online Services during the Initial Term, in

accordance with The Qt Company's then current policies and procedures, if any.

Such policies and procedures may be changed from time to time. Following the

Initial Term, The Qt Company shall no longer make the Licensed Software,

Support, Updates or Online Services available to Licensee unless Licensee

purchases additional Support, Updates and Online Services according to this

Section 12 below. Licensee may purchase additional Support, Updates and Online

Services following the Initial Term or the currently ongoing Renewal Term

subject to The Qt Company's terms and conditions applicable at the time of

renewal.



13. CONFIDENTIALITY Each party acknowledges that during the Initial Term of this

Agreement it shall have access to 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 another party (the "Disclosing Party"), the

Receiving Party shall, and shall obligate its employees and agents and employees

and agents of its Affiliates to: (i) maintain the Confidential Information in

strict 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. "Confidential Information" shall not include

information that (a) is or becomes generally known to the public through no act

or omission of the Receiving Party; (b) was in the Receiving Party's lawful

possession prior to the disclosure hereunder and was not subject to limitations

on disclosure or use; (c) is developed by employees 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 or by persons who have not had access to the

Confidential Information of the Disclosing Party as proven by the written

records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party

without restrictions, by a third party not under an obligation of

confidentiality; or (e) the Receiving Party is legally compelled to disclose the

information, in which case the Receiving Party shall assert the privileged and

confidential nature of the information and cooperate fully with the Disclosing

Party to protect against and prevent disclosure of any Confidential Information

and to limit the scope of disclosure and the dissemination of disclosed

Confidential Information by all legally available means. The obligations of the

Receiving Party under this Section shall continue during the Initial Term and

for a period of five (5) years after expiration or termination of this

Agreement. To the extent that the terms of the Non-Disclosure Agreement between

The Qt Company and Licensee conflict with the terms of this Section 13, this

Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.



14. GENERAL PROVISIONS 14.1 Marketing The Qt Company may include Licensee's

company name and logo in a publicly available list of The Qt Company customers

and in its public communications.



14.2 No Assignment 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. The Qt Company shall be entitled to assign or transfer any of its

rights, benefits or obligations under this Agreement on an unrestricted basis.



14.3 Termination The Qt Company may terminate the Agreement at any time

immediately upon written notice by The Qt Company to Licensee if Licensee

breaches this Agreement. 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. Upon termination of the Licenses, Licensee

shall cease using the Licensed Software and return to The Qt Company all copies

of Licensed Software that were supplied by The Qt Company. 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 The Qt Company a

written confirmation that this has occurred.



14.4 Surviving Sections Any terms and conditions that by their nature or

otherwise reasonably should survive a cancellation or termination of this

Agreement shall also be deemed to survive. Such surviving terms and conditions

include, but are not limited to the Section 13.



14.5 Entire Agreement This Agreement constitutes 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, with the exception of the non-disclosure agreement

executed by the parties in connection with this Agreement ("Non-Disclosure

Agreement"), if any, shall be subject to Section 13. No modification of this

Agreement shall be effective unless contained in a writing executed by an

authorized representative of each party. No term or condition contained in

Licensee's purchase order shall apply unless expressly accepted by The Qt

Company in writing. If any provision of the Agreement is found void or

unenforceable, the remainder shall 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.



14.6 Payment and Taxes If credit has been extended to Licensee by The Qt

Company, all payments under this Agreement are due within thirty (30) days of

the date The Qt Company mails its invoice to Licensee. If The Qt Company has not

extended credit to Licensee, Licensee shall be required to make payment

concurrent with the delivery of the Licensed Software by The Qt Company. All

amounts payable are gross amounts but exclusive of any value added tax, use tax,

sales tax or similar tax. Licensee shall be entitled to withhold from payments

any applicable withholding taxes and comply with all applicable tax and

employment legislation. Each party shall pay all taxes (including, but not

limited to, taxes based upon its income) or levies imposed on it under

applicable laws, regulations and tax treaties as a result of this Agreement and

any payments made hereunder (including those required to be withheld or deducted

from payments). Each party shall furnish evidence of such paid taxes as is

sufficient to enable the other party to obtain any credits available to it,

including original withholding tax certificates.



14.7 Force Majeure Neither party shall be liable to the other for any delay or

non-performance of its obligations hereunder other than the obligation of paying

the license fees in the event and to the extent that such delay or non-

performance is due to an event of Force Majeure (as defined below). If any event

of Force Majeure 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. A "Force Majeure" event shall mean an act of God, terrorist

attack or other catastrophic event of nature that prevents either party for

fulfilling its obligations under this Agreement.



14.8 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 below. Each communication and document made or delivered by one party

to the other party pursuant to this Agreement shall be in the English language

or accompanied by a translation thereof. Notices to The Qt Company shall be

given to: The Qt Company Ltd Attn: Legal Valimotie 21 FI-00380 Helsinki Finland

Fax: +358 10 313 3700 14.9 Export Control Licensee acknowledges that the

Licensed Software may be subject to export control restrictions of various

countries. Licensee shall fully comply with all applicable export license

restrictions and requirements as well as with all laws and regulations relating

to the importation of the Licensed Software and/or Modified Software and/or

Applications 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 Licensed Software,

Modified Software or Applications.



14.10 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. Any disputes, controversy or claim arising out of or relating to

this Agreement, or the breach, termination or validity thereof shall be shall be

finally settled by arbitration in accordance with the Arbitration Rules of the

Central Chamber of Commerce of Finland. 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.



14.11 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

and/or Modified Software, as applicable, with any other software or hardware not

delivered by The Qt Company under this Agreement.



Appendix 1



1. Parts of the Licensed Software that are permitted for distribution

("Redistributables") - The Licensed Software's essential and add-on libraries as

listed in the License Certificate in object code form - The Licensed Software's

configuration tool ("qtconfig") - The Licensed Software's help tool in object

code/executable form ("Qt Assistant") - The Licensed Software's

internationalization tools in object code/executable form ("Qt Linguist",

"lupdate", "lrelease") - The Licensed Software's designer tool ("Qt Designer")

- The Licensed Software's IDE tool ("Qt Creator"), excluding any parts or

plug-ins which are delivered to Licensee only in object code - The Licensed

Software's QML ("Qt Quick") launcher tool ("qmlscene" and "qmlviewer") in object

code/executable form - The Licensed Software's installer framework



2. Parts of the Licensed Software that are not permitted for distribution

without a separate SDK distribution license agreement include, but are not

limited to - The Licensed Software's source code and header files - The Licensed

Software's documentation - The Licensed Software's documentation generation tool

("qdoc") - The Licensed Software's tool for writing makefiles ("qmake") - The

Licensed Software's Meta Object Compiler ("moc") - The Licensed Software's User

Interface Compiler ("uic" or in the case of Qt Jambi: "juic") - The Licensed

Software's Resource Compiler ("rcc") - The Licensed Software's generator (only

in the case of Qt Jambi if applicable) - The Licensed Software's parts of the

IDE tool ("Qt Creator") that are delivered to Licensee only in object code - The

Licensed Software's Emulator

