1 End User License Certificate (EULA) End User License Certificate
4 QNX Source Licenses QNX Source Licenses
6 Confidential Source License
9 QNX Open Community License Version 1.0
11 THIS QNX OPEN COMMUNITY LICENSE ( "THE OCL", OR "THIS AGREEMENT")
12 APPLIES TO PROGRAMS THAT QNX SOFTWARE SYSTEMS LTD. ("QSS") EXPRESSLY
13 ELECTS TO LICENSE UNDER THE OCL TERMS. IT ALSO APPLIES TO DERIVATIVE
14 WORKS CREATED UNDER THIS AGREEMENT THAT CREATORS ELECT TO LICENSE TO
15 OTHERS IN SOURCE CODE FORM. ANY USE, REPRODUCTION, MODIFICATION OR
16 DISTRIBUTION OF SUCH PROGRAMS CONSTITUTES RECIPIENT'S ACCEPTANCE OF
17 THE OCL. THE LICENSE RIGHTS GRANTED BELOW ARE CONDITIONAL UPON
18 RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT AND THE FORMATION OF A
19 BINDING CONTRACT. NOTHING ELSE GRANTS PERMISSION TO USE, REPRODUCE,
20 MODIFY OR DISTRIBUTE SUCH PROGRAMS OR THEIR DERIVATIVE WORKS. THESE
21 ACTIONS ARE OTHERWISE PROHIBITED. CONTACT QSS IF OTHER STEPS ARE
22 REQUIRED LOCALLY TO CREATE A BINDING CONTRACT.
24 The OCL is intended to promote the development, use and distribution
25 of derivative works created from QSS source code. This includes
26 commercial distribution of object code versions under the terms of
27 Recipient's own license agreement and, at Recipient's option, sharing
28 of source code modifications within the QNX developer's community. The
29 license granted under the OCL is royalty free. Recipient is entitled
30 to charge royalties for object code versions of derivative works that
31 originate with Recipient. If Recipient elects to license source code
32 for its derivative works to others, then it must be licensed under the
33 OCL. The terms of the OCL are as follows:
39 a. in the case of QSS: (i) the Original Program, where the Original
40 Program originates from QSS, (ii) changes and/or additions to
41 Unrestricted Open Source, where the Original Program originates
42 from Unrestricted Open Source and where such changes and/or
43 additions originate from QSS, and (iii) changes and/or additions
44 to the Program where such changes and/or additions originate from
46 b. in the case of each Contributor, changes and/or additions to the
47 Program, where such changes and/or additions originate from and
48 are distributed by that particular Contributor.
50 A Contribution 'originates' from a Contributor if it was added to the
51 Program by such Contributor itself or anyone acting on such
52 Contributor's behalf. Contributions do not include additions to the
53 Program which: (i) are separate modules of software distributed in
54 conjunction with the Program under their own license agreement, and
55 (ii) are not derivative works of the Program.
57 "Contributor" means QSS and any other entity that distributes the
60 "Licensed Patents " mean patent claims licensable by Contributor to
61 others, which are necessarily infringed by the use or sale of its
62 Contribution alone or when combined with the Program.
64 "Unrestricted Open Source" means published source code that is
65 licensed for free use and distribution under an unrestricted licensing
66 and distribution model, such as the Berkley Software Design ("BSD")
67 and "BSD-like" licenses. It specifically excludes any source code
68 licensed under any version of the GNU General Public License (GPL) or
69 the GNU Lesser/Library GPL. All "Unrestricted Open Source" license
70 terms appear or are clearly identified in the header of any affected
71 source code for the Original Program.
73 "Original Program" means the original version of the software
74 accompanying this Agreement as released by QSS, including source code,
75 object code and documentation, if any.
77 "Program" means the Original Program and Contributions.
79 "Recipient" means anyone who receives the Program under this
80 Agreement, including all Contributors.
84 a. Subject to the terms of this Agreement, each Contributor hereby
85 grants Recipient a non-exclusive, worldwide, royalty-free
86 copyright license to reproduce, prepare derivative works of,
87 publicly display, publicly perform, and directly and indirectly
88 sublicense and distribute the Contribution of such Contributor, if
89 any, and such derivative works, in source code and object code
91 b. Subject to the terms of this Agreement, each Contributor hereby
92 grants Recipient a non-exclusive, worldwide, royalty-free patent
93 license under Licensed Patents to make, use, sell, offer to sell,
94 import and otherwise transfer the Contribution of such
95 Contributor, if any, in source code and object code form. This
96 patent license shall apply to the combination of the Contribution
97 and the Program if, at the time the Contribution is added by the
98 Contributor, such addition of the Contribution causes such
99 combination to be covered by the Licensed Patents. The patent
100 license shall not apply to any other combinations which include
102 c. Recipient understands that although each Contributor grants the
103 licenses to its Contributions set forth herein, no assurances are
104 provided by any Contributor that the Program does not infringe the
105 patent or other intellectual property rights of any other entity.
106 Each Contributor disclaims any liability to Recipient for claims
107 brought by any other entity based on infringement of intellectual
108 property rights or otherwise. As a condition to exercising the
109 rights and licenses granted hereunder, each Recipient hereby
110 assumes sole responsibility to secure any other intellectual
111 property rights needed, if any. For example, if a third party
112 patent license is required to allow Recipient to distribute the
113 Program, it is Recipient's responsibility to acquire that license
114 before distributing the Program.
115 d. Each Contributor represents that to its knowledge it has
116 sufficient copyright rights in its Contribution, if any, to grant
117 the copyright license set forth in this Agreement.
121 A Contributor may choose to distribute the Program in object code form
122 under its own license agreement, provided that:
124 a. it complies with the terms and conditions of this Agreement; and
125 b. its license agreement:
126 i. effectively disclaims on behalf of all Contributors all
127 warranties and conditions, express and implied, including
128 warranties or conditions of title and non-infringement, and
129 implied warranties or conditions of merchantability and
130 fitness for a particular purpose;
131 ii. effectively excludes on behalf of all Contributors all
132 liability for damages, including direct, indirect, special,
133 incidental and consequential damages, such as lost profits;
135 iii. states that any provisions which differ from this Agreement
136 are offered by that Contributor alone and not by any other
139 If the Program is made available in source code form:
141 a. it must be made available under this Agreement; and
142 b. a copy of this Agreement must be included with each copy of the
143 Program. Each Contributor must include the following in a
144 conspicuous location in the Program along with any other copyright
145 or attribution statements required by the terms of any applicable
146 Unrestricted Open Source license:
147 Copyright {date here}, QNX Software Systems Ltd. and others. All
150 In addition, each Contributor must identify itself as the originator
151 of its Contribution, if any, in a manner that reasonably allows
152 subsequent Recipients to identify the originator of the Contribution.
154 4. COMMERCIAL DISTRIBUTION
156 Commercial distributors of software may accept certain
157 responsibilities with respect to end users, business partners and the
158 like. While this license is intended to facilitate the commercial use
159 of the Program, the Contributor who includes the Program in a
160 commercial product offering should do so in a manner which does not
161 create potential liability for other Contributors. Therefore, if a
162 Contributor includes the Program in a commercial product offering,
163 such Contributor ("Commercial Contributor") hereby agrees to defend
164 and indemnify every other Contributor ("Indemnified Contributor")
165 against any losses, damages and costs (collectively "Losses") arising
166 from claims, lawsuits and other legal actions brought by a third party
167 against the Indemnified Contributor to the extent caused by the acts
168 or omissions of such Commercial Contributor in connection with its
169 distribution of the Program in a commercial product offering. The
170 obligations in this section do not apply to any claims or Losses
171 relating to any actual or alleged intellectual property infringement.
172 In order to qualify, an Indemnified Contributor must: a) promptly
173 notify the Commercial Contributor in writing of such claim, and b)
174 allow the Commercial Contributor to control, and cooperate with the
175 Commercial Contributor in, the defense and any related settlement
176 negotiations. The Indemnified Contributor may participate in any such
177 claim at its own expense.
179 For example, a Contributor might include the Program in a commercial
180 product offering, Product X. That Contributor is then a Commercial
181 Contributor. If that Commercial Contributor then makes performance
182 claims, or offers warranties related to Product X, those performance
183 claims and warranties are such Commercial Contributor's responsibility
184 alone. Under this section, the Commercial Contributor would have to
185 defend claims against the other Contributors related to those
186 performance claims and warranties, and if a court requires any other
187 Contributor to pay any damages as a result, the Commercial Contributor
188 must pay those damages.
192 Recipient acknowledges that there may be errors or bugs in the Program
193 and that it is imperative that Recipient conduct thorough testing to
194 identify and correct any problems prior to the productive use or
195 commercial release of any products that use the Program, and prior to
196 the release of any modifications, updates or enhancements thereto.
198 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
199 PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY
200 KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY
201 WARRANTIES OR CONDITIONS OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY
202 OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely
203 responsible for determining the appropriateness of using and
204 distributing the Program and assumes all risks associated with its
205 exercise of rights under this Agreement, including but not limited to
206 the risks and costs of program errors, compliance with applicable
207 laws, damage to or loss of data, programs or equipment, and
208 unavailability or interruption of operations.
210 6. DISCLAIMER OF LIABILITY
212 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
213 ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
214 INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
215 WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
216 LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
217 NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
218 DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED
219 HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
223 If any provision of this Agreement is invalid or unenforceable under
224 applicable law, it shall not affect the validity or enforceability of
225 the remainder of the terms of this Agreement, and without further
226 action by the parties hereto, such provision shall be reformed to the
227 minimum extent necessary to make such provision valid and enforceable.
229 If Recipient institutes patent litigation against a Contributor with
230 respect to a patent applicable to software (including a cross-claim or
231 counterclaim in a lawsuit), then any patent licenses granted by that
232 Contributor to such recipient under this Agreement shall terminate as
233 of the date such litigation is filed. In addition, If Recipient
234 institutes patent litigation against any entity (including a
235 cross-claim or counterclaim in a lawsuit) alleging that the Program
236 itself (excluding combinations of the Program with other software or
237 hardware) infringes such Recipient's patent(s), then such Recipient's
238 rights granted under Section 2(b) shall terminate as of the date such
241 All Recipient's rights under this Agreement shall terminate if it
242 fails to comply with any of the material terms or conditions of this
243 Agreement and does not cure such failure in a reasonable period of
244 time after becoming aware of such noncompliance. If all Recipient's
245 rights under this Agreement terminate, Recipient agrees to cease use
246 and distribution of the Program as soon as reasonably practicable.
247 However, Recipient's obligations under this Agreement and any licenses
248 granted by Recipient relating to the Program shall continue and
251 QSS may publish new versions (including revisions) of this Agreement
252 from time to time. Each new version of the Agreement will be given a
253 distinguishing version number. The Program (including Contributions)
254 may always be distributed subject to the version of the Agreement
255 under which it was received. In addition, after a new version of the
256 Agreement is published, Contributor may elect to distribute the
257 Program (including its Contributions) under the new version. No one
258 other than QSS has the right to modify this Agreement. Except as
259 expressly stated in Sections 2(a) and 2(b) above, Recipient receives
260 no rights or licenses to the intellectual property of any Contributor
261 under this Agreement, whether expressly, by implication, estoppel or
262 otherwise. All rights in the Program not expressly granted under this
263 Agreement are reserved.
265 This Agreement is governed by the laws in force in the Province of
266 Ontario, Canada without regard to the conflict of law provisions
267 therein. The parties expressly disclaim the provisions of the United
268 Nations Convention on Contracts for the International Sale of Goods.
269 No party to this Agreement will bring a legal action under this
270 Agreement more than one year after the cause of action arose. Each
271 party waives its rights to a jury trial in any resulting litigation.
273 * QNX is a registered trademark of QNX Software Systems Ltd.
275 Document Version: ocl1_00