Terms and Conditions

Slint Royalty-free Desktop, Mobile, and Web Applications License

Version 2.0

Preamble

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). The Slint Royalty-free Desktop, Mobile, and Web Applications License is suitable for those who develop desktop, mobile, or web applications and do not want to use open source components under copyleft licenses.

1. Grant of Rights

SixtyFPS hereby grants You a world-wide, royalty-free, non-exclusive license to use, reproduce, make available, modify, display, perform, distribute the Software as part of a Desktop, Mobile, or Web Application.

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.

A Mobile Application is a computer program that is designed to run on a general-purpose mobile computer (mobile phone or tablet), typically installed and executed locally on the computer's operating system.

A Web Application is a computer program that is designed to run in the sandbox environment provided by a web browser.

Desktop Application, Mobile Application, and Web Application are hereafter referred to as Application.

2. License Conditions - Attribution

You may distribute the Software as part of an Application, modified or unmodified, provided that You do either of the following:

(a) Display the AboutSlint widget in an "About" screen or dialog that is accessible from the top level menu of the Application. In the absence of such a screen or dialog, display the widget in the "Splash Screen" of the Application.

(b) Display the Slint attribution badge on a public webpage, preferably where the binaries of your Application can be downloaded from, in such a way that it can be easily found by any visitor to that page.

3. 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 License does not permit the use of the Software within Embedded Systems. An Embedded System is a computer system designed to perform a specific task within a larger mechanical or electrical system.

The License does not permit the distribution of Application that exposes the APIs, in part or in total, of the Software.

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. 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.

Slint Software License

Version 3.0

Preamble

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). The Slint Software License is suitable for those who do not want to use open source components under copyleft licenses.

1. Grant of Rights

SixtyFPS hereby grants You a world-wide, non-exclusive license to use, reproduce, make available, modify, display, perform, distribute the Software as part of a Desktop, Mobile, or Web Application or as part of an Embedded System (each of which is defined below).

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.

A Mobile Application is a computer program that is designed to run on a general-purpose mobile computer (mobile phone or tablet), typically installed and executed locally on the computer's operating system.

A Web Application is a computer program that is designed to run in the sandbox environment provided by a web browser.

An Embedded System is a computer system designed to perform a specific task within a larger mechanical or electrical system.

Desktop Application, Mobile Application, and Web Application are hereafter referred to as Application.

2. License Conditions

The grant of rights in section 1 are conditional, provided that You do all of the following:

(a) You have purchased an appropriate Pricing Plan (Startup & Individual / Small Enterprise / Enterprise) and the required amount of seats to cover all individual users of the Software associated with the designing, developing, or testing your Application or Embedded System. For clarity, each individual user is counted as one seat.

(b) In the case that You are distributing the Software as as part of an Embedded System, You have purchased an appropriate quantity of Royalties, one Royalty for each Embedded System.

(c) You have fully paid all applicable fees (Fees) pursuant to Section 6.

Startup & Individual Plan is limited to individuals as well as individual companies with a staff headcount of less than 10 with either turnover or balance sheet of 2MEUR or less.

Small Enterprise Plan is limited to individual companies with a staff headcount of less than 50 with either turnover or balance sheet of 10MEUR or less.

Enterprise Plan is available to all individuals and individual companies.

3. Limitations

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

The License is limited to only the versions of Software that were made available to you under the purchased Pricing Plan. For all other versions, you may use the Software under either the GNU General Public License, version 3 or the Slint Royalty-free Desktop, Mobile, and Web Applications License.

The License does not permit the distribution of Application that exposes the APIs, in part or in total, of the Software.

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. 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

SixtyFPS or an independent certified auditor on SixtyFPS's 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 Software. Any such audit shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. The auditor shall not remove, copy, or redistribute any electronic material during an audit. If an audit reveals that you are using the Software in a way that is in material violation of the terms of this License, then you shall pay SixtyFPS reasonable costs of conducting the audit. The auditor shall only be allowed to report violations of the terms of this License, with a copy to you. You shall be provided the right to provide comments to the report before it is finalized.

6. Payment Terms

(a) Fees will be payable upon receipt of an invoice, except for Fees that are disputed in good faith for reasons articulated in writing by You, within thirty (30) days after receiving such invoice.

(b) Any unpaid Fees will become overdue 30 (thirty) days from the date of the applicable invoice and be subject to a 5% (five percent) late fee for each month of delayed payment, with each such 5% (five percent) late fees attaching to such unpaid amounts at the first day of each 30 (thirty) days time increments beginning on the first day that such amounts become overdue.

(c) Fees are exclusive of any and all taxes, including but not limited to VAT and withholding tax, duties, customs, and bank charges, for which You shall be solely responsible.

(d) No term or condition contained in your purchase order will apply unless expressly accepted by SixtyFPS in writing.

7. Termination

(a) SixtyFPS may terminate this License if You materially breach any obligation hereunder, provided You have been provided notice of such breach and an opportunity to cure such breach during a period of not less than sixty (60) days following such notice.

(b) You may terminate this License with or without cause upon no less than thirty (30) days advance written notice to SixtyFPS and upon payment of any unpaid Fees and contractual penalties.

(c) Upon termination of this License, You will immediately cease using, reproducing, making available, modifying, displaying, performing, distributing the Software and pay immediately any unpaid Fees and contractual penalties.

(d) Sections 3 through 10 of this License will survive any termination of the License to the extent necessary to implement their objectives.

8. Assignment

You may assign this License, in whole or in part (whether by operation of law or otherwise), with prior consent from SixtyFPS, which shall not be unreasonably withheld or delayed. SixtyFPS may assign any of its rights hereunder or delegate any of its obligations hereunder with prior notice to You. Any attempt to assign this License other than in accordance with this Section 8 shall be null and void.

9. Severability

In the event that any provision of this License will, for any reason, be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will be interpreted as closely as possible so as not affect any other provision of this License, and such provision will further be modified by said court to permit its enforcement to the maximum extent permitted by law.

10. Governing Law

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

Slint Premium Support Services Agreement

Version 2.0

This Slint Premium Support Services Agreement (Agreement) is made by and between SixtyFPS GmbH with offices at Oranienburger Str. 44, 16540 Hohen Neuendorf, Germany (SixtyFPS) and the party clicking through to accept this Agreement (You or Customer).

Customer wishes to engage SixtyFPS to receive the Consulting Services described herein, and SixtyFPS agrees to provide the Consulting Services under this Agreement. In consideration of the foregoing, the Customer and SixtyFPS, intending to be legally bound, agree to the terms set forth below.

Each Party to this Agreement may be referred to herein individually as a Party or collectively as the Parties.

1. Scope

All services pursuant to this Agreement provided by SixtyFPS to Customer will be outlined in one or more in one or more mutually agreed-upon and jointly executed Statement of Work (SOW), each incorporated into this Agreement and describing in detail the scope, nature and other relevant characteristics of services to be delivered (collectively, Consulting Services), and the time at which the Parties execute an SOW pursuant to this Agreement (Effective Date).

2. Retention

Customer hereby retains SixtyFPS to provide the Consulting Services described on one or more SOWs, subject to the terms and conditions set forth in this Agreement. The terms and conditions of this Agreement will govern the provision of Consulting Services under any SOW (including any exhibits thereto) executed by the Parties. This Agreement and/or any SOW may only be amended by a subsequent Agreement and/or SOW mutually executed by the Parties (Change Order).

3. Performance of Consulting Services

(a) Each SOW will include reasonable details, at a minimum, about the Consulting Services, Fees charged, and Personnel employed in performing the Consulting Services. SixtyFPS and Customer agree to cooperate in good faith to achieve satisfactory completion of the Consulting Services in a timely and professional manner.

(b) The Parties will each designate a representative to interface and facilitate the successful completion of the Consulting Services (Customer's Representative and SixtyFPS's Representative, respectively).

(c) SixtyFPS will perform the Consulting Services, directly or through a Subcontractor of its choice. Customer agrees to provide, at no cost to SixtyFPS, timely and adequate assistance and other resources reasonably requested by SixtyFPS to enable the performance of the Consulting Services by SixtyFPS (collectively, Assistance). Neither SixtyFPS nor its Subcontractor will be liable for any deficiency in performance of Consulting Services to the extent resulting from Customer's failure to provide Assistance as required hereunder.

(d) In performing the Consulting Services, SixtyFPS will provide such resources, and utilize such qualified employees and/or non-employee contractors of SixtyFPS (Subcontractors and together with SixtyFPS's employees, Personnel) as it deems necessary to perform the Consulting Services or any portion thereof. Customer may object to SixtyFPS's election of Subcontractors by specifying its objection to SixtyFPS, in which case the Parties will cooperate in good faith to appoint another Subcontractor to perform such Consulting Services. SixtyFPS may replace Personnel in its normal course of business, provided that SixtyFPS will be responsible for the performance of Consulting Services by all Personnel.

(e) SixtyFPS will control the method and manner of performing all work necessary for completion of Consulting Services, including but not limited to the supervision and control of any Personnel performing Consulting Services. SixtyFPS will maintain such number of qualified Personnel and appropriate facilities and other resources sufficient to perform SixtyFPS's obligations under this Agreement in accordance with its terms.

4. Rights to Deliverables; Ownership

(a) Each Party reserves and retains ownership to all of the respective Party's inventions (whether or not patentable), works of authorship, designs, know-how, ideas, concepts, information and tools in existence prior to the commencement of the Consulting Services (Preexisting Technology) and no Preexisting Technology shall be delivered nor any right or license to such Preexisting Technology shall be assigned or granted to the other Party hereunder.

(b) Subject to Section 4.(d), Customer shall retain all right, title and interest in any deliverable expressly stated in an SOW to be a Work Made for Hire.

(c) Unless otherwise expressly specified in a SOW, no deliverable provided in connection with the Consulting Services provided pursuant to this Agreement shall constitute a “Work Made For Hire” under this Agreement.

(d) Without limiting the foregoing, SixtyFPS and its licensors reserves and retains ownership to all Developed Technology and Generic Components (each as defined here). Developed Technology means ideas (whether or not patentable) know-how, technical data, techniques, concepts, information or tools, and all associated intellectual property rights thereto developed by SixtyFPS or its Personnel in connection with providing Consulting Services pursuant to this Agreement that derive from, improve, enhance or modify SixtyFPS's Preexisting Technology. Generic Components means all inventions (whether or not patentable), works of authorship, designs, know-how, ideas, information and tools, including without limitation software and programming tools developed by SixtyFPS or its Personnel in connection with providing Consulting Services generally to support SixtyFPS's product and/or service offerings and which can be so used without use of Customer's Confidential Information.

(e) Customer is entitled to use SixtyFPS's Preexisting Technology, Developed Technology and Generic Components pursuant to the licenses under which such technology and components have been made available to Customer.

(f) In the event deliverables include any third-party software or other material, such third-party material is in all respects subject to applicable license terms or applicable third-party right holders.

(g) Customer’s rights described in this Section 4 shall only be valid provided that Customer duly pays to SixtyFPS all applicable Fees and charges relating to the Consulting Services.

5. Fees; Payment Terms

(a) Customer will pay SixtyFPS the fees to provide the Consulting Services as detailed or described in an SOW (Fees). Fees will be payable upon receipt of an invoice, except for Fees that Customer disputes in good faith for reasons articulated in writing by Customer, within thirty (30) days after receiving such invoice.

(b) All Consulting Services will be provided on a time and materials or fixed-Fee basis, as indicated in each case in the applicable SOW. Each SOW providing for time and materials based Fees will contain detailed estimate of such time and materials necessary for performance of Consulting Services (T&M Estimate), and SixtyFPS will make a commercially reasonable effort to provide such Consulting Services within such T&M Estimate, up to the number of hours agreed to by the Parties. SixtyFPS will make a reasonable effort to notify Customer as soon as practicable if it appears that T&M Estimate may be exceeded. Upon receiving such amended T&M Estimate, Customer will assess, and accept or reject the amended T&M Estimate. Unless rejected within five (5) days of delivery, any amended T&M Estimate shall be deemed accepted by the Customer and Customer shall be liable for all Fees associated with Consulting Services delivered in reliance on such amended T&M Estimate. Any amended T&M Estimate which is or is deemed accepted by Customer shall be deemed a Change Order.

(c) The performance of Consulting Services may be subject to a retainer to be paid in advance by Customer upon execution and delivery of the SOW. Such retainer will be applied against Fees which become payable by Customer pursuant to this Agreement. SixtyFPS may refuse to perform Consulting Services unless and until such retainer is paid to SixtyFPS.

(d) In addition to any and all Fees, Customer will reimburse SixtyFPS for the reasonable expenses for travel, lodging, communications, shipping charges and out-of-pocket expenses incurred by SixtyFPS in connection with providing the Consulting Services (Expenses). SixtyFPS will provide reasonable documentation for all Expenses as requested by Customer.

(e) Any unpaid Fees or Expenses will become overdue 30 (thirty) days after payment is required pursuant to this Agreement and be subject to a 5% (five percent) late fee for each month of delayed payment, with each such 5% (five percent) late fees attaching to such unpaid amounts at the first day of each 30 (thirty) days time increments beginning on the first day that such amounts become overdue.

(f) Fees are exclusive of any and all taxes, including but not limited to VAT and withholding tax, duties, customs, and bank charges, which shall be the sole responsibility of Customer.

6. Relationship of the Parties

SixtyFPS is an independent contractor and will maintain complete control of and responsibility for its Personnel, methods and operations. SixtyFPS at no time will hold itself out as an agent, subsidiary or affiliate of Customer for any purpose, including reporting to any government authority. This Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party. Any Fees, Expenses or other amounts paid by Customer to SixtyFPS hereunder shall not be considered salary for pension or wage tax purposes and neither SixtyFPS nor its Personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Customer, Unless otherwise required by law, Customer shall not be responsible for deducting or withholding from Fees or Expenses paid under this Agreement any taxes, unemployment, social security or other such expense.

7. Term and Termination

(a) This Agreement will commence on the Effective Date and will remain effective for as long as any SOW is in effect among the Parties, unless terminated earlier in accordance with the terms of this Section 7. Any termination of this Agreement shall terminate any then-effective SOW.

(b) This Agreement may be terminated by either Party with or without cause upon no less than thirty (30) days advance written notice to the other Party.

(c) Either Party may terminate this Agreement if the other Party materially breaches any obligation hereunder, provided the terminating Party has provided notice of such breach to the other Party and an opportunity to cure such breach during a period of not less than thirty (30) days following such notice.

(d) Upon termination of this Agreement, SixtyFPS will immediately cease performing any Consulting Services, and Customer will pay SixtyFPS any Fees not yet paid for all Consulting Services provided pursuant to any SOW on or prior to such termination on a pro-rated basis (or on such other basis as the Parties will mutually agree) and reimburse Expenses incurred on or prior to termination not yet reimbursed.

(e) Sections 4 through 14 of this Agreement will survive any termination of the Agreement to the extent necessary to implement their objectives. Termination of this Agreement will be without prejudice to other rights or remedies of any Party under this Agreement or applicable law, including, without limitation, any remedies for a breach of this Agreement prior to such termination.

8. Warranties, Limitation of Liability

(a) SixtyFPS hereby represents and warrants that:

i. it has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations in performing the Consulting Services;

ii. the Consulting Services provided pursuant to this Agreement will be performed in a timely and professional manner by SixtyFPS and its Personnel, consistent with generally-accepted industry standards; provided that Customer's sole and exclusive remedy for any breach of this warranty will be, at SixtyFPS's option, re-performance of the Consulting Services or termination of the applicable SOW and return of the portion of the Fees paid to SixtyFPS by Customer for the non-conforming portion of the Consulting Services; and

iii. it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or, to its best knowledge, which will interfere with its performance of the Consulting Services.

(b) The Parties hereby agree that:

i. Except as expressly set forth in this section 8, SixtyFPS expressly disclaims to the fullest extent allowed by applicable law all other representations and warranties, express or implied, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, non-satisfactory quality, non-infringement of third party rights and title, or arising from a course of dealing, usage, or trade practice, and all such representations and warranties are hereby excluded to the fullest extent allowed by applicable law.

ii. These disclaimers and exclusions will apply even if the express warranty and limited remedy set forth above fails of its essential purpose.

(c) Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party to this Agreement, or their affiliates, officers, directors, employees, agents, suppliers or licensors be liable to the other Party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, business interruption or any other loss incurred by the other Party or such third party in connection with this Agreement or the Consulting Services, regardless of whether a Party has been advised of the possibility of or could have foreseen such damages.

(d) Each Party's aggregate liability arising out of this Agreement or otherwise in connection with any Consulting Services, shall in no event exceed the fees paid by Customer prior to the first event or occurrence giving rise to such liability. Each Party acknowledges and agrees that the essential purpose of this para is to allocate the risks under this Agreement between the Parties and limit potential liability given the Fees, which would have been substantially higher if SixtyFPS were to assume any further liability other than as set forth herein. SixtyFPS has relied on these limitations in determining whether to provide Customer the Consulting Services provided for in this Agreement.

(e) Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each Party's liability will be limited to the greatest extent permitted by law.

9. Recruitment Restriction

(a) Neither Party may actively solicit for employment any individual employed by the other Party who has actively participated in the performance of Consulting Services under this Agreement, until twelve (12) months have passed from the termination or expiration of the relevant Consulting Services.

(b) In case of a breach of the recruitment restriction specified in section 9.1, the Party in breach shall be liable to pay to the other Party in liquidated damages an amount corresponding to six (6) months brutto salary of the individual concerned.

(c) The recruitment restriction shall not be applied if the employment of the individual in question has been terminated due to a reason attributable to the employer.

10. 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. 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.

No change, modification or waiver to this Agreement will be effective unless in writing and signed by both Parties.

11. Severability

In the event that any provision of this Agreement will, for any reason, be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will be interpreted as closely as possible so as not affect any other provision of this Agreement, and such provision will further be modified by said court to permit its enforcement to the maximum extent permitted by law.

12. Governing Law

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