Qnx runtime license cost

For greater certainty, pricing is on a per Configuration per Target System basis and OEM cannot aggregate Orders across different Target Systems to achieve better pricing. All payments made will be in the invoiced currency, without deduction of any kind, except as required by applicable laws in which case OEM will obtain and provide to QSS evidence issued by the relevant authority acknowledging their receipt of the deducted amount.

All fees are exclusive of taxes. OEM will maintain for a period of 3 years after the end of the year to which they relate accurate records regarding all copying and distribution activities, and the payments due to QSS, pursuant to this Agreement.

Payment errors will be corrected immediately by an adjustment payment, which will include interest on the overdue amount in accordance with section B7. In this Section B7. Infringement does not include any infringement or misappropriation of any kind caused by the creation, reproduction, combination, use, distribution or sale of Derivative Works, or any other modifications of the Software, made by or for OEM or its Affiliates.

Upon such full or partial termination, QSS will refund to OEM, pro-rata to the extent of such termination, the royalties paid by OEM that are associated with the terminated rights. This Section B7. This section B7. As indicated in section B1. OEM will select a subset of its modules for use in a unique hardware and software environment to achieve its desired functionality. QSS offers Priority Support to help developers identify and solve their particular Software implementation issues.

Ultimately, OEM may find that it cannot achieve its desired results. While QSS is committed to providing versatile and reliable product, it does not warrant that the Software can be made to function in accordance with associated user documentation, or other published specifications, in the case of every hardware platform and configuration of modules.

However, QSS cannot warrant that any Software will function in accordance with corresponding Documentation in every combination of hardware platform, software environment, and Software configuration. QSS is not responsible for media defects that result from accident or abuse. This Agreement may be executed by the parties by communicating to the other:. This Agreement commences on the Effective Date and ends when terminated in accordance with this section B QSS may, upon 90 days written notice, change the terms of this Agreement that relate to such distribution other than terms relating to price.

Either Party may terminate this agreement immediately upon providing notice if the other:. The provisions of this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement will survive, including Sections B2.

Termination is without prejudice to any right or remedy that may have accrued, or be accruing to either Party prior to termination. Termination will not relieve OEM from its obligation to pay QSS any and all fees or other amounts due under this Agreement at any time or for any period.

Any pre-payment of Software royalties or license fees is non-refundable. If either Party terminates this Agreement for any reason all Target System EULAs granted prior to termination in accordance with the terms of this Agreement will continue. All license rights of OEM and its Distributors will immediately cease upon termination.

In the event of any dispute arising from or regarding the subject matter of this Agreement, the Parties agree to negotiate in good faith an equitable resolution of the disputed matter. If the Parties are unable to resolve the dispute, they will escalate the matter to senior management within their respective organizations. If the dispute is not resolved within ten 10 business days then either Party may commence legal, equitable, or other proceedings upon providing the other Party a further ten 10 business days notice of such intent.

Each Party waives its rights to a jury trial in any resulting litigation. This Agreement, comprising Parts A and B along with any terms expressly referenced by this Agreement, 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.

Any 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. 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.

All notices must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the attention of the title of the officer at the address specified at the end of Part A, with a copy to the Legal Department.

Such notice will be effective upon receipt. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The Parties are independent contractors. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.

Nothing in this Agreement will be construed to create a partnership, joint venture, employment or agency relationship between QSS and OEM.

This Agreement may be executed in counterparts, each of which will be considered an original, but both of which together will constitute one and the same instrument. Any signature of this Agreement by one Party communicated to the other by facsimile will constitute execution of this Agreement.

The divisions and headings in this Agreement have been included for convenience only and will not affect its construction or interpretation. The Parties have agreed that this Agreement be drawn-up in the English language. Furthermore, the Parties undertake never to contest the legality or validity of the present Agreement because of the fact that it has been drawn-up in the English language.

The parties each agree to act as a reference account for each other for activities relating to the Software and the Target System s , provided they are given an opportunity to pre-approve the intended reference s , such approval not to be unreasonably withheld or delayed. Any products quoted on preliminary runtime quotations are subject to availability. This section B8 provides additional or alternate terms for specific Runtime Components. In the event of a conflict between the terms of this Part and other terms of this Agreement, the terms of this Part will prevail.

This version is being distributed under a license agreement with Spyglass, Inc. OEM agrees to provide an example of such "splash screens", "about boxes" and other reproductions of all notices, copyrights, trademarks and logos prior to distribution of the Voyager Software for approval by QSS and its licensors the first time OEM reproduces such items and any time OEM substantially changes such items.

OEM will exercise a level of quality assurance that is no less diligent with regard to media, replication and testing procedures, as that used by OEM for its own products, in connection with use and distribution of the ICA Client Software in the Target System.

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