QNX Confidential Source License Version 1.0

THIS QNX CONFIDENTIAL SOURCE LICENSE ( "THE CSL", OR "THIS AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND QNX SOFTWARE SYSTEMS LTD. ("QSS"). IT APPLIES TO PROGRAMS THAT QSS EXPRESSLY ELECTS TO LICENSE UNDER THE CSL TERMS. ANY USE, REPRODUCTION OR MODIFICATION OF SUCH PROGRAMS CONSTITUTES YOUR ACCEPTANCE OF THE CSL. THE LICENSE RIGHTS GRANTED BELOW ARE CONDITIONAL UPON YOUR ACCEPTANCE OF THIS AGREEMENT AND THE FORMATION OF A BINDING CONTRACT. NOTHING ELSE GRANTS PERMISSION TO USE, REPRODUCE OR MODIFY SUCH PROGRAMS OR THEIR DERIVATIVE WORKS. THESE ACTIONS ARE OTHERWISE PROHIBITED. CONTACT QSS IF OTHER STEPS ARE REQUIRED LOCALLY TO CREATE A BINDING CONTRACT.

The CSL is intended to facilitate the development, use and distribution of derivative works of unpublished QSS source code, which in some cases may be for commercial QNX runtime modules. The CSL does not allow you to publish or distribute the licensed source code. It does allow the commercial distribution of object code copies of your derivative works under your own license agreement, which is royalty free provided that you have paid QSS the royalties associated with any corresponding commercial QNX runtime modules (i.e., your derivative works may be distributed in place of the equivalent QSS commercial binaries, at no additional charge). The licensed source code, and derivatives thereof, may only be used in association with a validly licensed set of QNX Realtime Operating System development system tools and/or runtime components ("QNX RTOS"). The terms of the CSL are as follows:

1. DEFINITIONS

"Contribution" means:

  1. the Original Program, where the Original Program originates from QSS

  2. changes and/or additions to Open Source, where the Original Program originates from Open Source and where such changes and/or additions originate from QSS, and

  3. changes and/or additions to the Program where such changes and/or additions originate from QSS.

A Contribution 'originates' from QSS if it was added to the Program by QSS, or anyone acting on QSS's behalf. Contributions do not include: (i) Open Source, or (ii) additions to the Program which are separate modules of software distributed in conjunction with the Program under their own license agreement.

"Licensed Patents" mean patent claims licensable by QSS to others, which are necessarily infringed by the use or sale of the Program.

"Open Source" means published source code that is licensed for free use and distribution under an unrestricted licensing and distribution model, such as the Berkeley Software Distribution ("BSD") and "BSD-like" licenses. All such license terms appear or are clearly identified in the header of any affected source code for the Original Program. Open Source specifically excludes any source code licensed under any version of the GNU General Public License (GPL) or the GNU Lesser/Library GPL.

"Original Program" means the original version of the software released by QSS for licensed use under this Agreement, including source code, object code and documentation, if any.

"Program" means the Original Program and Contributions.

2. GRANT OF RIGHTS

  1. Provided you have paid all associated license fees to QSS, then subject to the terms of this Agreement and any other terms specified in source headers, QSS hereby grants to you a non-exclusive, worldwide: (1) copyright license to reproduce and prepare derivative works of the Program, in source code and object code form, solely for your internal use in association with validly licensed QNX RTOSs; and (2) license under the Licensed Patents to make and use the Program, in source and in object code form, solely for your internal use in association with validly licensed QNX RTOSs.

  2. Provided you have paid all associated license fees to QSS, including fees for the distribution of commercial runtime module(s) corresponding to the Program, then subject to the terms of this Agreement and any other terms specified in source headers, QSS hereby grants to you a non-exclusive, worldwide: (1) copyright license to reproduce, publicly display, publicly perform, and directly and indirectly sub-license and distribute the Program, and your derivative works, in object code form only, provided it is solely for use in association with validly licensed QNX RTOSs; and (2) license under the Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Program, and your derivative works, in object code form only, copyright license to reproduce, publicly display, publicly perform, and directly and indirectly sub-license and distribute the Program, and your derivative works, in object code form only, provided it is solely for use in association with validly licensed QNX RTOSs.

  3. You understand that although QSS grants the licenses to the Program, no assurances are provided by QSS that the Program does not infringe the patent or other intellectual property rights of any other entity. QSS disclaims any liability to you for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, you hereby assume sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow you to distribute the Program, it is your responsibility to acquire that license before distributing the Program.

  4. QSS represents to you that to its knowledge it has sufficient copyright rights in the Program to grant the copyright license set forth in this Agreement.

  5. You may elect to make your derivative works available to QSS for redistribution in source code form. Unless otherwise expressly provided in writing, by providing your derivative work to QSS in source code form you authorize QSS, at QSS's sole discretion, to license any or all of your changes to others under the terms of this or any other license agreement, including without limitation publishing and distribute your changes as part of the Program under any agreement that QSS uses to license published source code (e.g., see the Open Community License and QNX Community License agreements at licensing.qnx.com).

3. REQUIREMENTS

You may distribute the Program in object code form under your own license agreement, provided that:

  1. it complies with the terms and conditions of this Agreement, and any other terms and conditions associated with the corresponding commercial runtime module(s); and

  2. your license agreement:

    1. effectively disclaims on behalf of QSS (and its licensors, if any) all warranties and conditions, express and implied, including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose;
    2. effectively excludes on behalf of QSS (and its licensors, if any) all liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits; and
    3. states that any provisions which differ from this Agreement are offered by you alone and not by any other party.

You must include or maintain the following in a conspicuous location in the Program along with any other copyright or attribution statements required by the terms of any applicable Open Source license:

Copyright © {date here}, QNX Software Systems Ltd. and others. All Rights Reserved.

4. COMMERCIAL DISTRIBUTION

Commercial distributors of software may accept certain responsibilities with respect to end users, business partners and the like. While this license is intended to facilitate the commercial use of the Program in object code form, any licensee who includes the Program in a commercial product offering should do so in a manner which does not create potential liability for any licensor. Therefore, if you include the Program in a commercial product offering, you hereby agree to defend and indemnify QSS and its licensors (if any) ("Indemnified Parties") against any losses, damages and costs (collectively "Losses") arising from claims, lawsuits and other legal actions brought by a third party against the Indemnified Parties to the extent caused by the acts or omissions of you, or others acting on your behalf or with your authorization, in connection with your direct of indirect distribution of the Program in a commercial product offering. The obligations in this section do not apply to any claims or Losses relating to any actual or alleged intellectual property infringement. In order to qualify, an Indemnified Parties must: a) promptly notify you in writing of such claim, and b) allow you to control, and cooperate with you in, the defense and any related settlement negotiations. Indemnified Parties may participate in any such claim at their own expense.

For example, you might include the Program in a commercial product offering, Product X. If you then make performance claims, or offers warranties related to Product X, those performance claims and warranties are your responsibility alone. Under this section, you would have to defend claims against QSS and its licensors (if any) related to those performance claims and warranties, and if a court requires any Indemnified Party to pay any damages as a result, you must pay those damages.

5. CONFIDENTIALITY

You agree to: (a) use the same care and discretion to avoid disclosure, publication or dissemination of the Program source code as you use with your own similar information that you do not wish to disclose, publish or disseminate, and in any event at least a reasonable degree of care; and (b) use the Program source code only for the purposes authorized under this Agreement. You may disclose the Program source code to others who have a need to know provided that you have a written agreement with such party sufficient to require that party to treat the Program source code in accordance with this section. You may disclose the Program source code to the extent required by law; however, you must first give QSS a reasonable opportunity to obtain a protective order. You may disclose, publish, disseminate and use information that is: (1) already in your possession without obligation of confidentiality; (2) developed independently; (3) obtained from a source other than QSS without obligations of confidentiality; (4) publicly available when received, or thereafter becomes publicly available through no fault yours; or (5) disclosed by QSS to another party without obligation of confidentiality.

You may disclose, publish, disseminate and use the ideas, concepts, know-how and techniques related to your development activities, which are contained in the Program source code and retained in your memory or the memories of your employees who have had access to the information pursuant to this Agreement ("Residual Information"). However, nothing contained in this section gives you the right to disclose, publish or disseminate, except as set forth elsewhere in this Agreement the source of Residual Information.

6. NO WARRANTY

You acknowledge that there may be errors or bugs in the Program and that it is imperative that you conduct thorough testing to identify and correct any problems prior to the productive use or commercial release of any products that use the Program, and prior to the release of any modifications, updates or enhancements thereto.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using and distributing the Program and you assume all risks associated with your exercise of rights under this Agreement, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

7. DISCLAIMER OF LIABILITY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL QSS OR QSS'S LICENSORS HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. GENERAL

If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

If you institute patent litigation against QSS or any of its licensors (if any) with respect to a patent applicable to software (including a cross-claim or counterclaim in a lawsuit), then any patent licenses granted by QSS to you under this Agreement shall terminate as of the date such litigation is filed. In addition, if you institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Program itself (excluding combinations of the Program with other software or hardware) infringes your patent(s), then your rights granted under Section 2(b) shall terminate as of the date such litigation is filed.

All of your rights under this Agreement shall terminate if you fail to comply with any of the material terms or conditions of this Agreement and you do not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all of your rights under this Agreement terminate, you agree to cease use and distribution of the Program as soon as reasonably practicable. However, your obligations under this Agreement and any licenses granted by you relating to the Program and in compliance with the terms of this Agreement shall continue and survive. QSS may publish new versions (including revisions) of this Agreement from time to time. Each new version of the Agreement will be given a distinguishing version number. The Program (including Contributions) may always be distributed subject to the version of the Agreement under which it was received. In addition, after a new version of the Agreement is published, QSS may elect to distribute the Program (including its Contributions) under the new version. No one other than QSS has the right to modify this Agreement. Except as expressly stated in Sections 2(a) and 2(b) above, you receive no rights or licenses to the intellectual property of QSS or its licensors (if any) under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Program not expressly granted under this Agreement are reserved.

This Agreement is governed by the laws in force in the Province of Ontario, Canada without regard to the conflict of law provisions therein. The parties expressly disclaim the provisions of the United Nations Convention on Contracts for the International Sale of Goods. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation.

* QNX is a registered trademark of QNX Software Systems Ltd.

Document Version csl1_00