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Simplify commercial license
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aurindam committed Jul 7, 2023
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# Slint Software License Agreement
# Slint Software License, version 2.0

Version 2.0
## Preamble

Copyright © 2023 SixtyFPS GmbH <https://slint.dev/imprint.html>
Slint is a toolkit that can be used to build user interfaces for applications.
Slint (hereafter referred to as "Software") is made available under
different licenses by SixtyFPS GmbH incorporated at Oranienburger Str. 44, 16540
Hohen Neuendorf, Germany ("SixtyFPS", "us", "we" or "our").

SixtyFPS GmbH with offices at Oranienburger Str. 44, 16540 Hohen Neuendorf,
Germany (**SixtyFPS**, **us**, **we** or **our**) grants a license to the
software (**Licensed Software**), as specified herein, subject to the Terms and
Conditions of this Slint Software License Agreement (**Agreement**).
The "Slint Software License" is suitable for those who develop applications and
do not want to use Slint open source components under copyleft licenses.

By using the Licensed Software, **you** agree to be bound by this Agreement.
**If you do not agree, do not use the Licensed Software.** If you are accessing
and using the Licensed Software on behalf of a company (such as your employer)
or other legal entity, you represent and warrant that you have the authority to
bind that company or other legal entity to this Agreement. In that case, **you**
and **your** will refer to that company or other legal entity.
By using the Software, You agree to be bound by this license.
**If you do not agree, do not use the Software.**

Each Party to this Agreement may be referred to herein individually as a
**Party** or collectively as the **Parties**.
If you are accessing and using the Software on behalf of a company (such as your
employer) or other legal entity, you represent and warrant that you have the
authority to bind that company or other legal entity to this Agreement. In that
case, "You" and "Your" will refer to that company or other legal entity.

## Licensed Software
Each Party to this license may be referred to herein individually as a
"Party" or collectively as the "Parties".

The Licensed Software includes
### 1. Grant of Rights

1. Slint compiler tool to translate Slint Design Markup Language files to Rust
(last stable Rust version at the time of licensed Slint version) and C++
(second last C++ version at the time of licensed Slint version),
SixtyFPS hereby grants You a world-wide, non-exclusive, non-transferable license
to use, reproduce, make available, modify, display, perform, distribute the
Software as part of a Desktop, Web, Mobile, or Embedded System Application.

2. Slint run-time library that can render interactive user-interfaces and
provides Rust and C++ APIs (as per above versioning) to control the
interfaces,
A Desktop Application is a computer program that is designed to run on a
general-purpose computer (PC or notebook), typically installed and executed
locally on the computer's operating system.

3. API Documentation for Slint and reference documentation for Slint Design
Markup Language, and
A Web Application is a computer program that is running on a server and accessed
using a web browser or client program.

4. Source code of Slint.
A Mobile Application is a computer program that is designed to run on a mobile
phone, typically installed and executed locally on the phone's operating system.

## Terms and Conditions
An Embedded System Application is a computer program that is running on a computer
system designed to perform a specific task within a larger mechanical or electrical
system.

1. 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.

2. The Licensed Software may provide links to third Party libraries or code
(collectively **Third-Party Libraries**) to implement various functions.
Third-Party Libraries 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. You acknowledge:

(a) that some Third-Party Libraries may require additional licensing of
copyright and/or patents from the owners of such, and

(b) that distribution of any of the Licensed Software referencing any portion
of a Third-Party Library may require appropriate licensing from such
third parties. All such Third-Party Libraries, along with applicable
copyright notices and licenses, will be listed and made available to
you.

3. As part of the license grant, a Slint Software License Certificate
(**License Certificate**) will be issued containing details of

(a) the license grant,

(b) the permitted scope of your use of the Licensed Software, and

(c) your contact details.

4. In case of any changes or deviations to the information noted in the License
Certificate, you are obliged to notify us in writing, not later than 7 days
after any such change or deviation has occurred.

5. The Term of this Agreement shall begin on the date mentioned in the License
Certificate (**Effective Date**) and shall continue unless terminated
earlier as herein provided (**Term**).

6. New releases of the Licensed Software (**Updates**) will be made available
to you for the period (**Maintenance Period**) specified in the License
Certificate. Such Updates may be bound by additional license terms. You
consent to any such additional license terms, without which you may not
install, copy, or otherwise use such Updates.

7. The Licensed Software is to be used exclusively with your software
products (**Products**) specified in the License Certificate.

8. We grant you a perpetual, non-exclusive, non-transferable right to use the
Licensed Software, including making modifications, for the sole purposes of
designing, developing, and testing your Products during the Term. The number
of **Users** using the Licensed Software to design, develop, and test your
Products is limited to the amount of **User Seats** specified in the License
Certificate. For clarity, each unique User is counted as one User Seat.

9. We grant you a perpetual, non-exclusive, non-transferable right to reproduce
and distribute the object code form of the Licensed Software, including any
modifications made to the Licensed Software, during the Term. Such
distributions are permitted only with your Products and limited to the number
of **Distributions** specified in the License Certificate.

10. The license grants are conditional on the full and timely payment of all
applicable **Fees**; if said Fees are not paid in full and by their due
date, the license shall not be granted and your Products shall be deemed as
made in breach of the Agreement ex tunc.

11. The Fees and any other charges under this Agreement shall be paid by
you no later than thirty (30) days from the date of the applicable
invoice from us. A late payment charge of five percent per month over and
above the interest rate stipulated by applicable law shall be charged on any
unpaid balances that remain past due and which have not been disputed by you
in good faith.

12. The Fees and any other charges payable under this Agreement are gross
amounts but exclusive of any value added tax, use tax, sales tax,
withholding tax and other taxes, duties or tariffs levied directly for the
sale, delivery, or use of the Licensed Software pursuant to any applicable
law.

13. The Parties also agree to all the following conditions:

(a) You may not remove or alter any copyright, trademark, or other
proprietary rights notice contained in any portion of the Licensed
Software,

(b) Your Products may not compete with the Licensed Software,

(c) You will indemnify and hold us, our affiliated companies, and our
suppliers, harmless from and against any claims or liabilities
arising out of the use, reproduction, or distribution of your
Products, except as set out in clause 13.(d) immediately below,

(d) We shall indemnify and hold you harmless from and against any
claims from third parties alleging that the use of the Licensed Software
as set out in this Agreement infringes or will infringe such third
parties' intellectual property rights or other rights,

(e) A Party shall promptly notify the other Party if it receives a claim that
the other Party shall or may be obliged to indemnify. The Parties shall
promptly give each other information and other assistance needed for
handling the claim. The Indemnifying Party may, at its cost and in its
sole discretion, take control of the defense of such claim, including
the conduct of any litigation or arbitration and the negotiation of any
settlement, in which case the indemnifying Party shall not compromise or
settle or otherwise dispose of the claim, in whole or in part, where
such compromise or settlement or disposal would require any admission or
stipulation which would reasonably be expected to have an adverse effect
on the commercial reputation of the indemnified Party, without the prior
written consent of the indemnified Party. Where the indemnifying Party
has not taken control of the defense of the claim, the indemnified Party
shall not compromise or settle or fail adequately to defend or otherwise
dispose of a claim, in whole or in part, without the written consent of
the indemnifying Party, such consent not to be unreasonably withheld or
delayed.

14. The Licensed Software is licensed to you "as is". To the maximum extent
permitted by applicable law, we on behalf of us and our suppliers,
disclaim all warranties and conditions, either express or implied,
including, but not limited to, any implied warranties of merchantability or
fitness for a particular purpose, title, and non-infringement with regard to
the Licensed Software. The warranty disclaimer in the foregoing
notwithstanding, you may have specific legal rights which may vary from
state/jurisdiction to state/jurisdiction; as far as legally permissible, you
waive any such legal rights vis-à-vis us.

15. We shall not under any circumstances be liable to you based on failure of
the Licensed Software if the failure resulted from your changing of the
Licensed Software, from your accident, abuse or misapplication, nor shall
we except in case of gross negligence or willful misconduct 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,
nor shall any award of damages exceed the total amount you paid to us in
connection with this Agreement.

16. Each Party shall hold Confidential Information of the other Party, its
customers, and licensors in confidence, and without written permission from
will not disclose to any person or use for its own benefit, any such
information. **Confidential Information** includes without limitation the
terms of this Agreement, computer software programs developed or licensed by
the Parties, including all documentation and methods or concepts utilized
therein, all adaptations and modifications thereto and derivative works
thereof, and related materials and information. Confidential Information
also includes any other information identified by either Party, its
licensors, or customers as proprietary or confidential, or which would
reasonably be understood under the circumstances to be confidential. All
Confidential Information shall remain the sole property of each respective
Party. Information will not be considered as Confidential Information if

(a) available to the public other than by a breach of this Agreement;

(b) rightfully received from a third Party not in breach of any obligation of
confidentiality;

(c) independently developed by a Party without access to Confidential
Information of the other Party;

(d) known to the other Party at the time of disclosure;

(e) produced in compliance with applicable law or a court order, provided the
other Party is given notice and opportunity to intervene; or

(f) it does not constitute a trade secret and more than five (5) years have
elapsed from the date of disclosure. In addition to any other rights or
remedies available, each Party shall be entitled to enforcement of such
obligations by court injunction.

17. During the Term, an independent, certified auditor on our behalf, may, upon
its reasonable request, with 30 (thirty) days written notice, and at its
sole expense, examine your books and records solely with respect to your use
of the Licensed Software. Any such audit shall be conducted during regular
business hours at your facilities and shall not unreasonably interfere with
your business activities. Our auditor shall not remove, copy, or
redistribute any electronic material during an audit. If an audit reveals that
you are using the Licensed Software in a way that is in material violation
of the terms of this Agreement, then you shall pay us reasonable costs of
conducting the audit. Our auditor shall only be allowed to report violations
of the terms of this Agreement, with a copy to you. You shall be provided
the right to provide comments to the report before it is finalized.

18. If you materially breach this Agreement, we will provide a 60 (sixty) days
written notice to you during which any such breach(es) may be cured, failing
which we will terminate the agreement.

19. You may terminate this Agreement at any time for any reason upon 30 (thirty)
days notice to us and upon payment of all applicable fees and contractual
penalties, if any, in connection with the use of the Licensed Software.

20. Both Parties shall comply with all applicable laws and regulations relating
to the Licensed Software in the countries in which the Parties use or modify
the Licensed Software.

21. All notices and communications between the Parties shall be in writing and
shall be deemed given when received. For avoidance of doubt, email is
considered a written form of communication.

22. This Agreement shall be construed, interpreted, and governed by the laws of
the Federal Republic of Germany.

23. No term or condition contained in your purchase order will apply unless
expressly accepted by us in writing.

24. You may assign this Agreement, in whole or in part (whether by operation of
law or otherwise), with prior consent from us, which shall not be
unreasonably withheld or delayed. We may assign this Agreement or any of its
rights hereunder or delegate any of its obligations hereunder with prior
notice to you. Any attempt to assign this Agreement other than in accordance
with this provision shall be null and void.

25. 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. No modification of this Agreement will be effective unless contained
in a written document executed by an authorized representative of each
Party. 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.
Desktop Application, Web Application, Mobile Application and Embedded System
Application are hereafter referred to as "Application".

### 2. Limitations

The license does not permit to distribute or make the Software publicly available
alone and without integration into an Application. For this purpose you may use
the Software under the GNU General Public License, version 3.

The Application may not compete with the Software.

### 3. License Conditions

The license grants are conditional provided that You do all of the following:

(a) An appropriate Pricing Plan and applicable Add-ons (such as the Embedded Add-on)
have been purchased,

(b) You may not remove or alter any license notices (including copyright notices,
disclaimers of warranty, or limitations of liability) contained within the
source code form of the Software.

### 4. Third-Party Libraries

The Software may provide links to third-party libraries or code (collectively
"Third-Party Libraries") to implement various functions. Third-Party Libraries
do not comprise part of the Software. In some cases, access to Third-Party
Libraries may be included along with the Software delivery as a convenience for
development and testing only. You acknowledge:

(a) that some Third-Party Libraries may require additional licensing of copyright
and/or patents from the owners of such, and

(b) that distribution of any of the Software referencing any portion of a
Third-Party Library may require appropriate licensing from such third parties.
All such Third-Party Libraries, along with applicable copyright notices and
licenses, will be listed and made available to you.

### 4. Warranty and Liability

SixtyFPS is only liable for conflicting rights of third parties if SixtyFPS was aware of these rights without informing you. Unless required by applicable law or agreed to in writing, SixtyFPS provides the SOFTWARE on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.

UNLESS REQUIRED BY LAW, SIXTYFPS WON'T BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE.

### 5. Audit Rights

An independent, certified auditor on our behalf, may, upon its reasonable request, with 30 (thirty) days written notice, and at its sole expense, examine your books and records solely with respect to your use of the Licensed Software. Any such audit shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. Our auditor shall not remove, copy, or redistribute any electronic material during an audit. If an audit reveals that you are using the Licensed Software in a way that is in material violation of the terms of this Agreement, then you shall pay us reasonable costs of conducting the audit. Our auditor shall only be allowed to report violations of the terms of this Agreement, with a copy to you. You shall be provided the right to provide comments to the report before it is finalized.

### 6. Breach and Cure

If you materially breach this license, we will provide a 60 (sixty) days written notice to you during which any such breach(es) may be cured, failing which we will terminate the license.

### 7. Termination

You may terminate this license at any time for any reason upon 30 (thirty) days notice to us and upon payment of all applicable fees and contractual penalties, if any, in connection with the use of the Software.

### 8. Legal Venue

This license shall be construed, interpreted, and governed by the laws of the Federal Republic of Germany.

### 9. Survival

If any provision of the license is found void or unenforceable, the remainder will remain valid and enforceable according to its terms.

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