IMPORTANT NOTICE
The software and related documentation that you are about to access ("Software", as further defined below) is offered to you (either an individual or a legal entity) by QNX Software Systems ("QSS", as further defined below) having offices at 175 Terence Matthews Crescent, Ottawa, Ontario, Canada K2M 1W8 (voice: 613- 591-0931, fax: 613-591-3579) for use only in accordance with the terms of the QNX® End User License Agreement below. Some Software components have supplementary or alternative license terms, as noted below.
BY ANSWERING "A" OR "I AGREE" DURING THE DOWNLOAD AND/OR INSTALLATION OF THE SOFTWARE, OR OTHERWISE ATTEMPTING TO DOWNLOAD, COPY, INSTALL, OR USE ANY PART OF THE SOFTWARE, YOU ARE REPRESENTING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE AGREEMENTS. NOTHING ELSE GRANTS YOU PERMISSION TO COPY, USE OR MODIFY THE SOFTWARE OR ITS DERIVATIVE WORKS. THESE ACTIONS ARE PROHIBITED BY LAW IF YOU DO NOT ACCEPT THESE AGREEMENT TERMS, UNLESS YOU HAVE AN ALTERNATIVE SIGNED AGREEMENT WITH QSS. DO NOT PROCEED UNLESS YOU ARE ABLE AND WILLING TO ENTER INTO AND COMPLY WITH THESE AGREEMENTS. IF YOU HAVE ANY QUESTIONS CONTACT QSS BEFORE YOU ATTEMPT TO COPY, INSTALL OR USE ANY PART OF THE SOFTWARE.
0. Background & Definitions.
(a) Background. QSS has developed and
licenses a general purpose modular real-time operating system known as the QNX
Neutrino ® RTOS ("Neutrino RTOS"). Its microkernel
architecture provides an extensible operating system framework, which is based
on the foundational components of the Platform Core technology. Additional
operating system services are implemented by plugging in modules from other
elements of the Neutrino RTOS (e.g., File Systems, GUI, Extended Networking,
SMP, Browsers, etc.).
The Software is a subset of the
Neutrino RTOS that is targeted to run on certain x86 based Reference Platforms
(see definition below). It has not been tested to work with any other x86
hardware, nor has it been tested by QSS to work with any other software. It may
be possible to run the QNX Neutrino RTOS on other x86 hardware platforms;
however, this may require that you license the QNX Momentics ® development
suite, a further software product available from QSS that allows modification
and configuration of the Neutrino RTOS to run on a variety of CPUs. Please
contact sales@qnx.com for details.
(b) Definitions.
(i) “Environment” means the combination of
hardware platform, software environment, and Software in which you plan to use
the Software.
(ii) “License Guide” means the version of the QNX
Momentics Development Suite License Guide published at
http://licensing.qnx.com/published/eula/index for the Software.
(iii) “License Key” means a license key or password
from QSS that allows you to install and use the Software.
(iv) “Reference Platform” means an x86 hardware
platform for which QSS has a Commercially Released board support package as
listed on http://licensing.qnx.com/published/eula/x86rp1_00.html;
(v) “Software” means the specific version of the
QNX Neutrino RTOS software that you can access on the enclosed CD, or from an
image in the case of a download, based on the License Keys provided by QSS;
1. 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. This includes reproducing the
Software, but only as reasonably required to install and use it as intended in
associated QSS 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. The license is conditional upon you having received the Software from
QSS, an authorized QSS distributor or a validly licensed VAR, or in accordance
with the assignment provisions below.
(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) use
the Software for development purposes that normally require a QNX Momentics
development suite and associated license, except that you are allowed to
replace or append configuration files to enable the Software to work in your
Environment;
(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 complementary 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 License Guide and are published in the corresponding Third
Party Open Source License Terms Guide both of 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.
(g) No Support. QSS does not provide any
support for the Software in the form in which you have licensed it. In order to
obtain support from QSS you must first purchase a QNX Momentics development
suite license and associated support agreement; contact sales@qnx.com for details.
2. Limited
Warranty
(a) Background. QSS tests the Software on Reference Platforms. QSS DOES NOT
WARRANT THAT ANY SOFTWARE WILL FUNCTION IN ACCORDANCE WITH RELATED
DOCUMENTATION IN EVERY ENVIRONMENT. QSS IS UNAWARE OF THE ENVIRONMENT IN WHICH
YOU INTEND TO USE THE SOFTWARE. QSS ACCEPTS NO RESPONSIBILITY FOR INTEGRATING
THE SOFTWARE INTO AND /OR TESTING THE SOFTWARE TO ENSURE IT IS SUITABLE FOR
YOUR ENVIRONMENT. SUCH TESTING IS
EITHER YOUR RESPONSIBILITY OR THAT OF YOUR SOLUTION PROVIDER.
(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
UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. OTHER WRITTEN OR
ORAL STATEMENTS BY QSS, ITS REPRESENTATIVES OR OTHERS DO NOT CONSTITUTE
WARRANTIES OF QSS.
3. 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 DISCLAIMER) 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.
4. 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.
5. 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 or 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 and Momentics are
registered trademarks (in certain jurisdictions) of QNX Software
Systems.
Document Version: cdeula1_00