IMPORTANT NOTICE

 

The product identified on the License Certificate you received, or which product bears a valid QNX license sticker (“Product”) uses QNX real-time operating system software, and related programs, for which license keys may have been provided  (the “Software”) by QNX Software Systems (“QSS” as further defined below).   The Software has been adapted for use in the Product by or for the Product manufacturer who has been authorized as a value added reseller (the “VAR”) to offer the Software to you on behalf of QSS. The Software is offered only for use in accordance with the terms and conditions of the QNX End User License Agreement below, and any supplemental third party terms that may apply to the Software, which may be found at http://licensing.qnx.com. BY INSTALLING OR USING ANY SOFTWARE YOU WILL INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS AND CONDITIONS AND BECOME A PARTY TO THIS AGREEMENT. IF YOU ARE UNABLE OR UNWILLING TO ENTER INTO AND COMPLY WITH THIS AGREEMENT, DO NOT ATTEMPT TO INSTALL OR USE ANY SOFTWARE. INSTEAD, PROMPTLY RETURN ANY MATERIALS THAT WERE PROVIDED TO YOU FOR A FULL REFUND. CONTACT QSS IF YOU WISH TO EVALUATE ANY SOFTWARE, OR DISCUSS THE AGREEMENT BELOW, BEFORE YOU ATTEMPT TO INSTALL OR USE ANY PRODUCT.

 

 

QNX® END USER LICENSE AGREEMENT

 

1.     Definitions

 

        "QSS" means:

(1)  prior to October 1, 2005:  (A) QNX Software Systems Co., if you order Software products from within Canada (invoice addressed to a Canadian address), or else (B) QNX Software Systems, a partnership between QNX Software Systems Co. and QNX Software Systems Canada Corporation; and

(2)  as of October 1, 2005:  QNX Software Systems International Corporation.

 

2.     License Rights.

 

(a)   Grant of License. Subject to the terms and conditions of this Agreement, and any limitations imposed as part of a special beta test, promotional or educational program, QSS hereby grants to you a non-exclusive, personal, non-transferable license to use the Software on one computer solely in association with the Product. This includes reproducing the Software, but only as reasonably required to install and use it as intended in associated user documentation on your licensed computer and to follow your normal back-up practices. All copies must bear all copyright and other proprietary rights notices that appear on the Software as originally provided by QSS.

 

(b)   License Limitations. Subject to the license expressly granted above, you obtain no right, title, interest or other license in or to any Software, including but not limited to any copyright, patent, trade secret, trademark, or other proprietary rights therein. All whole and partial copies of the Software remain the property of QSS or its licensors and will be considered part of the Software for the purpose of this Agreement.

 

(c)   Use Restrictions. Unless expressly permitted by this Agreement, or otherwise by applicable law or by QSS in writing, you shall not:

(i)     use, reproduce, modify, adapt, translate, update or transmit any Software, in whole or in part;

(ii)    rent, lease, license, transfer, or otherwise provide access to any Software;

(iii)   disclose or provide access to your license key(s) to any other person or attempt or assist others to defeat Software locks or to use unauthorized license keys;

(iv)   alter, remove, or cover trademarks or proprietary notices in or on any Software;

(v)   directly or indirectly, export, import or transmit the Software to any country in contravention of the laws of that country or the laws of Canada or the United States. Without restricting the foregoing, the Software may contain encryption capabilities and certain governments may regulate the export or import of the Software; or

(vi)                decompile, disassemble, decrypt, unbundle, extract or otherwise attempt or assist others to reverse engineer any Software, except as necessary, when permitted by an applicable law, to correct defects or achieve interoperability with complimentary programs, for your purposes only, but only if QSS has refused to provide the necessary information or assistance.

Unless QSS has provided you with express written consent, the Software may not be used in any application in which a failure of the Software could lead to death, personal injury, or severe physical or property damage (collectively, "High-Risk Applications"), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems, and direct life support machines. QSS expressly disclaims any express or implied warranty or condition of fitness for High-Risk Applications. QSS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF FITNESS FOR HIGH-RISK ACTIVITIES.

 

(d)   Restricted Rights. If you are a U.S. government or quasi-government entity, then you should be aware that the Software is a "commercial item", as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 CFR 12.1212 (Sept. 1995). Consistent with 48 C.F.R. 12.1212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all such customers acquire the Software with only those rights set forth herein. Use, duplication, or disclosure by the U.S. government is subject to restrictions as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii) (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. QNX Software Systems

 

(e)   Tracing. QSS and its authorized representatives shall have the right to trace Software and license key serial numbers at any time and in any reasonable manner.

 

(f)    Third Party Software Parts of the Software may contain third party code.   Those terms, and any Software authorship attribution and like notices that QSS is obliged to provide to you, are referenced in the QNX Development Suite & Neutrino RTOS License Guide License Guide and are published in the corresponding Third Party Open Source License Terms Guide which can be found through http://licensing.qnx.com/published/eula/index.html. Unless expressly provided otherwise, all third party code is provided to you solely for use in association with the Software.

 

3.     Limited Warranty

 

(a)   Background.  QSS tests the Software on specific reference platforms (“Reference Platforms”).  QSS does not warrant that any Software will function in accordance with related documentation in every combination of hardware platform, software environment, and Software configuration (“Environment”). QSS is unaware of the Environment in which the Software has been provided to you. The responsibility for integrating and testing the Software to ensure it is suitable for your Environment lies with your VAR.

 

(b)   Warranty. QSS warrants to you for a period of 90 days from acceptance of this Agreement (as provided above) that each Software module as delivered by QSS is capable of performing the functions described in related QSS user documentation when used on Reference Platforms. QSS also warrants that any associated QSS media will be free from defects in material and workmanship under normal use for a period of 90 days from acceptance of this Agreement. QSS is not responsible for media defects that result from accident or abuse. Your sole remedy for any breach of warranty will be to either: (i) terminate this Agreement and receive a refund of any associated license fees paid to QSS; or (ii) to receive replacement media. QSS has no obligation under this Agreement to provide maintenance, support, or training.

 

(c)   WARRANTY DISCLAIMER.   EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED SOFTWARE PRODUCTS AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.  NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY LICENSED SOFTWARE WILL BE UNINTTERUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. OTHER WRITTEN OR ORAL STATEMENTS BY QSS, ITS REPRESENATITVES OR OTHERS DO NOT CONSTITUTE WARRANTIES OF QSS.

 

4.     Limitation of Liability.

 

(a)   Limitation.  IN NO EVENT WILL QSS OR ITS SUBSIDIARIES, OR THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS, (COLLECTIVELY, QSS AND ITS REPRESENTATIVES) BE LIABLE TO YOU, YOUR CONSULTANTS, OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, ANY USE OR INABILITY TO USE LICENSED SOFTWARE PRODUCTS, OR ANY SERVICES PROVIDED OR INABILITY TO OBTAIN SERVICES, EVEN IF QSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM.

 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF QSS AND ITS REPRESENTATIVES FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES YOU HAVE PAID TO QSS FOR USE OF THE LICENSED SOFTWARE UNDER THIS AGREEMENT. THE PROVISIONS OF SECTIONS B3(c) (WARRANTY DICSCLAIMER) AND THIS SECTION 4 SHALL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

Some jurisdictions curtail limitations of liability for incidental or consequential damages, and/or limitations of implied warranties. Therefore, to the extent prohibited by applicable law, the above limitations may not apply to you.

 

(b)   Third Party Beneficiaries.  Certain licensors of QSS, a full list of which is available upon request, are third-party beneficiaries to this Agreement to the extent that this Agreement contains provisions that relate to your use of Software in which such licensors have an interest. These provisions are made expressly for the benefit of such licensors and are enforceable by them in addition to QSS. NEITHER QSS NOR ANY OF ITS REPRESENTATIVES MAKES OR PASSES ON TO YOU OR OTHER THIRD PARTIES, ANY WARRANTY OR REPRESENTATION ON BEHALF OF QSS'S LICENSORS.

 

 

5.     Term.  This Agreement commences upon your acceptance (as described above) and will end when terminated. You may terminate this Agreement at any time. It will be deemed to terminate immediately if you fail to comply with any material term herein. Upon termination your license rights end and you shall immediately destroy all whole or partial copies of all Software and any associated license keys in your possession or control.

 

               

6.     General

 

(a)   Entire Agreement.  This Agreement and any other terms expressly referenced by this constitutes the entire agreement between the parties pertaining to its subject matter and supercedes any prior or contemporaneous agreement, representation, statement, negotiation or undertaking dealing with the same subject matter. No amendment, modification or waiver of any part of this Agreement will be binding unless in a written document that expressly refers to this Agreement and that is signed by both parties. The terms and conditions of this Agreement will prevail over any inconsistent or additional terms or conditions of either party’s purchase orders or invoices.

 

(b)   Assignment.  Subject to the export restrictions above, you may assign this Agreement to a third party who has provided QSS with prior written acknowledgement of their acceptance of the terms of this Agreement.  In such a case you must transfer your License Keys to the assignee and destroy all whole of partial copies of the Software and License Keys that are in your possession or control.  Any other attempted assignment or delegation in violation of the foregoing will be void and of no effect. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

 

(c)   Governing Law.  This Agreement will be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada without regard to the conflicts of laws provisions thereof. The parties hereby irrevocably waive: (1) the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and (2) any right to a trial by jury regarding the resolution of any dispute between the parties hereto arising out of or in connection with this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

 

 

QNX is a registered trademark (in certain jurisdictions) of QNX Software Systems, 175 Terence Matthews Crescent, Kanata, Ontario, Canada K2M 1W8 (voice: +1 613-591-0931, fax +1 613-591-3579)

 

Document Version: rteula1_03