The terms of the Non-Commercial End User License Agreement must be agreed to:

QNX NON-COMMERCIAL END USER LICENSE AGREEMENT The software and related documentation that you are about to access (the "Software", as further defined below) is offered by QNX Software Systems Co. ("QSS"), 175 Terence Matthews Crescent, Kanata, Ontario, Canada K2M 1W8, for your use in accordance with the terms and conditions below. By answering "I ACCEPT" during the download, installation or activation of this Software, you represent that you have read, understand and agree to be bound by the terms and conditions of this QNX Non-Commercial End User License Agreement (the "EULA"). If you do not accept these terms and conditions then you are not granted a license and are not authorized to access, download, install or use this Software. TERMS AND CONDITIONS 0. Background QSS has developed and licenses a general purpose real-time operating system known as the QNX (R) Neutrino (R) RTOS (the "Neutrino RTOS"). Its microkernel architecture provides an extensible operating system framework based on the foundational components of the core OS technology. Additional operating system services are implemented by plugging in other modules (e.g., networking, file systems, graphics, etc.). These software products are available as part of the base QNX Neutrino Base Runtime Components or the optional Aviage (TM) Middleware Products (collectively, the "QNX Runtime Products"). When modified or configured to operate on target hardware, the Neutrino RTOS provides a microkernel operating system with advanced memory protection, distributed processing, symmetric multiprocessing, a dynamically upgradeable architecture, and industry-leading real-time performance. QSS also offers a related set of software development tools known as the QNX Momentics (R) Tool Suite ("Momentics Tools"). Developers use the Momentics Tools to modify or configure QNX Runtime Products and to develop Neutrino RTOS applications. The Momentics Tools include compilers, debuggers, libraries, headers, utilities, sample code, test suites, etc., within an integrated development environment based on the open Eclipse IDE framework. The QNX Neutrino Base Runtime Components are initially delivered with the Momentics Tools and are licensed for development purposes under this EULA on a developer-specific basis. Aviage Middleware Products are delivered separately and are also licensed for development purposes under this EULA. Collectively the QNX Runtime Products and the Momentics Tools are known as the "QNX Product Portfolio" throughout this EULA. More detailed product information is available in the applicable QNX License Guide at http://licensing.qnx.com/license-guide/ ("License Guide") a copy of which has also been included in the Software installation media (i.e., on the CD, or in the ISO image in the case of downloads) and is incorporated herein by this reference. QSS licenses the QNX Product Portfolio for commercial development activities. A QNX Commercial Software License Agreement ("CSLA") allows you to develop commercial QNX Runtime Product- or Momentics Tool- based applications and QNX Runtime Product derivative works, on your own or with technical support or custom engineering assistance from QSS (see http://licensing.qnx.com/services/). Commercial development licenses for Aviage Middleware Products are offered under the CSLA on a project-specific basis. These commercial licenses allow you to charge fees for your QNX Product Portfolio-based products or services, provided that you obtain a distribution license for any royalty bearing QNX Runtime Product components that you want to offer in their original form or as part of your derivative works (see http://licensing.qnx.com/oem-distribution/). Contact an authorized QSS sales representative for more information. Certain components of the QNX Product Portfolio are available from QSS under the terms of the Apache License, Version 2.0 ("Apache 2.0"), the Eclipse Public License ("EPL"), or other open source licenses. All of the open source components in the QNX Product Portfolio, and the licenses to which they are subject, are identified in the License Guide and the corresponding Third Party License Terms List available at http://licensing.qnx.com/third-party-terms/ ("Third Party Terms") a copy of which have also been included in the Software installation media and is incorporated herein by this reference. In addition to those licensing options, the QNX Product Portfolio is also offered under the terms and conditions of this QNX Non-Commercial EULA for certain non-commercial evaluation, development, or educational purposes, as specified below. 1. Definitions. 1.1. "Development Seat" means an individual developer's workstation (whether a desktop, laptop and/or other computer) used to perform Neutrino RTOS development with the Momentics Tools. 1.2. "License Key" is a specific key, provided to you by QSS for one of the License Classes listed in Section 4 below, which unlocks the QNX Product Portfolio or specific components of that Software on a Development Seat. 1.3. "Licensee" (or "you") means the individual or entity that accepted and agreed to be bound by the terms and conditions of this EULA. 1.4. "Runtime Components" means components of the Software that are intended to be integrated into and distributed as an integral part of a Target System, as described in the License Guide and in Software documentation. 1.5. "Software" means computer code (in whatever form), and its associated documentation, included in any component of the QNX Product Portfolio delivered to you by QSS with a corresponding License Key, or otherwise expressly licensed to you by QSS pursuant to this EULA, including software and documentation updates made available to you by QSS for use under this EULA. 1.6. "Target System" means any hardware or software product for embedded devices into which the Neutrino RTOS has been wholly or partially integrated. 2. License Grant. Subject to the terms and conditions of this EULA, QSS hereby grants to Licensee (you) a limited, royalty-free, non-exclusive, personal, non-sublicensable and non-transferable license for the specific activities and purposes authorized in Sections 3 and 4 below: 2.1. under copyrights owned or sub-licensable by QSS, to copy and to create derivative works of the Software, and pursuant to Section 4.2.2 to distribute derivative works of the Runtime Components to third parties; and 2.2. under patent claims, owned or sub-licensable by QSS, and that are embodied in the Software as delivered by QSS, to make and use the Software and derivative works of Runtime Components, and pursuant to Section 4.2.2 to distribute derivative works of the Runtime Components to third parties. Certain features of the Software products may require additional patent or copyright rights not included in this EULA; such cases are noted in the License Guide, and include features of the QNX Aviage Middleware Products and certain features obtained from other software vendors or hardware vendors. QSS only licenses to you the patent and copyright rights that it owns or that it can sublicense under the terms of this EULA without payment of additional royalties. It is Licensee's (your) responsibility to identify and secure any other license rights necessary to make, use, import or sell any product or system containing or that uses the Software. 3. Authorized Activities. The Software is licensed only for the specific activities below when used for purposes listed under the applicable License Class in Section 4: 3.1. installing the Software on and following normal backup and archiving practices for one (1) Development Seat per License Key; and 3.2. using the Software on one (1) Development Seat per License Key (except in the case of QNX Aviage Middleware Products, which may be shared across all Development Seats licensed to you under this EULA) in order to create, compile, link, install and use Runtime Components, derivative works of Runtime Components, and new or existing QSS applications or modules; and 3.3. installing and using Runtime Components, or software created pursuant to Section 3.2, on up to five (5) Target Systems per License Key in order to develop, test, maintain or demonstrate Target Systems. Additional Licenses for Target Systems are available from QSS or its authorized distributor upon request and payment of additional license fees. 4. Licensee Classes. You qualify for one of the following licenses by completing a registration form at http://www.qnx.com/ and obtaining the appropriate License Key from QSS, and by using the Software only for the purposes specified below. QSS may require written confirmation of your ongoing license qualifications within ten (10) days of notice to the address provided for delivery of your License Key. 4.1. Evaluation License. You have an "Evaluation License" if you activate your Development Seat with an Evaluation License Key obtained from QSS after confirming your qualifications during registration. With an Evaluation License you may: 4.1.1. use the Software for the purpose of determining the suitability of Runtime Components for use in Target Systems; and 4.1.2. use the Software for the purpose of conducting exploratory development or proof-of-concept prototyping of Target Systems. FOR GREATER CERTAINTY, AN EVALUATION LICENSE DOES NOT AUTHORIZE YOU TO USE THE SOFTWARE FOR INTERNALLY APPROVED COMMERCIAL TARGET SYSTEM DEVELOPMENT. 4.2. Non-Commercial Developer License. You have a "Non-Commercial Developer License" if you activate your Development Seat with a perpetual Non-Commercial Developer License Key obtained from QSS after confirming your qualifications during registration. With a Non-Commercial Developer License you may use the Software for the following purposes, but only to the extent and for so long as Licensee's (your) use continues to be for non-commercial purposes: 4.2.1. for personal activities or for experimentation or self-training purposes. This includes the activities described in Sections 4.1.1 and 4.1.2 above, as well as extending hardware or peripheral support for the Neutrino RTOS, developing new applications for or porting existing applications to the Neutrino RTOS or the Momentics Tools, participating in projects at the QNX developer community site hosted by QSS (the "myQNX Portal"), and demonstrating Target Systems to and sharing information with others, provided that you do not leave copies with third parties. IT DOES NOT INCLUDE ANY USE IN OR FOR ANY COMMERCIAL UNDERTAKING; and 4.2.2. to distribute your derivative works of Runtime Components, in any form, for the sole purpose of enabling other Neutrino RTOS developers to adopt your modifications, provided you license your derivative works free of charge under terms consistent with this EULA and exclusively for use by others in substitution for a corresponding number of QSS-licensed copies of the unmodified Runtime Components. FOR GREATER CERTAINTY, THIS EULA DOES NOT AUTHORIZE YOU TO DISTRIBUTE ANY OF THE QNX PRODUCT PORTFOLIO, OR ANY RUNTIME COMPONENTS THEREOF, AS PART OF YOUR DERIVATIVE WORKS (EXCEPT TO THE EXTENT THAT QSS OR ITS CONTRIBUTORS HAVE EXPRESSLY LICENSED THAT PORTION OF THE SOFTWARE TO YOU UNDER AN OPEN SOURCE LICENSE) UNLESS YOUR LICENSEE ALREADY HAS ITS OWN LICENSE FOR THE UNDERLYING SOFTWARE FROM QSS; and 4.2.3. to use the Software to work with other authorized and licensed QNX Product Portfolio developers to facilitate teamwork in not-for-profit academic development labs or in non-commercial group projects, including community projects at the myQNX Portal. This includes use by students and faculty members in their research and course work, but does not include use to conduct research or development in or for a commercial undertaking; and 4.2.4. to use the Software to undertake other activities authorized by QSS in writing either through the myQNX Portal, at http://licensing.qnx.com/nceula-faq/, or by email from licensing@qnx.com. 4.3. Academic Faculty License. You have an "Academic Faculty License" if you activate your Development Seat with a perpetual Academic Faculty License Key obtained from QSS after confirming your qualifications during registration. With an Academic Faculty License you may: 4.3.1. use the Software for the purpose of teaching classroom or laboratory courses at a not-for-profit accredited educational institution. You may perform the authorized activities in Section 3 on multiple Development Seats to establish the classroom or lab environment using the institution's computers for shared use by students who have agreed to use your (Licensee's) License Keys and the shared Development Seats in accordance with the Non-Commercial Developer License terms of this EULA. 5. Authentication. When you activate the Software with your License Key QSS may record your Development Seat's IP address. QSS does not collect any personally identifiable information; however, you agree that QSS may use your IP address in connection with your License Key for the purpose of verifying compliance with the terms of this EULA and any other agreements between you and QSS relating to software provided by QSS. 6. Marking of Software and Derivative Works. You must document Software source code to identify and date any changes you make to the Software to create your derivative works. You must include in the source code, and in any notice in an executable version or related documentation in which you describe the origin or ownership of your code, a prominent statement that your derivative work is derived, directly or indirectly, from software provided by QSS. You may not remove from the Software source code any previous copyright, patent, trademark, licensing, or other attribution notices placed there by QSS or other contributors to that Software. 7. Prohibited Activities. You may not: 7.1. decompile, disassemble, decrypt, extract, unbundle, translate, or otherwise attempt or assist others to reverse engineer any part of the Software except as permitted by an open source license applying to a specific part of the Software, or when permitted by applicable law to correct defects or to achieve interoperability with complementary programs but only if QSS has refused to provide the necessary information or assistance. Except for published source code files that are expressly identified by QSS as open source software, the Software IS NOT OPEN SOURCE; or 7.2. alter, remove, or cover any trademark, logo, proprietary or licensing notices, labels, or marks in or on any part of the Software. You agree to exercise reasonable efforts to ensure that all copies of the Software bear the same notices, labels, and marks contained in or on the original Software; or 7.3. apply for multiple License Keys for an individual developer, allow shared use of Software on Development Seats or shared use of License Keys (except as expressly permitted in Section 4.3), disclose or distribute License Keys to any others, use unauthorized License Keys, or circumvent the key activation mechanisms contained in the Software or at the myQNX Portal. You agree that License Keys are the confidential information of QSS; or 7.4. download or transfer the Software to: (i) any country prohibited by United States and/or Canadian laws and regulations; (ii) any person or entity prohibited from receiving United States and/or Canadian exports (including, but not limited to, those involved with missile technology or nuclear, chemical or biological weapons); or (iii) any country which requires an import or use permit for encryption technology. You (Licensee) represent and warrant to QSS that you are not in or a resident of one of the restricted countries, and that you are not one of the restricted individuals or entities referred to above. You understand that the import or export of the Software may be regulated by some governments due to the Software's encryption capabilities. You accept sole responsibility to ensure that your uses of the Software comply with the law; or 7.5. use the Software in any application in which death, personal injury, or severe physical or property damage is a foreseeable consequence of Software use or failure (collectively, "High-Risk Applications") including, but not limited to, the operation of nuclear facilities, mass transit systems, aircraft navigation, flight control or communications systems, air traffic control systems, weapon systems, and direct life-support machines. QSS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF FITNESS FOR HIGH-RISK APPLICATIONS; or 7.6. use to pursue any formal qualification, certification, or designation, unless it is for a specific end user device or unless QSS has provided its express written consent. 8. Preservation of Rights. Except as expressly authorized by QSS, you may not create derivative works of the Software, or distribute the Software or derivative works thereof, in any manner that would cause or require the disclosure of confidential source code of proprietary components of the Software, or cause the Software, in whole or in part to become subject to the terms or any license that contradicts the terms of this EULA or that would not protect the rights and obligations of the parties hereunder. 9. Third Party Software. Portions of the QNX Product Portfolio contain third-party software that is licensed to QSS for limited purposes under terms different from this EULA, and is therefore provided to you under those different terms. Such licenses include but are not limited to: (i) the EPL, GPL, LGPL, MPL, and other open source licenses; (ii) third party licenses that impose restrictions on use, copying, authorized purposes, etc. and/or supplemental obligations; examples of affected products include the QNX Aviage HMI Suite and the QNX Aviage Multimedia Suite; and/or (iii) third party licenses that impose restrictions that limit use of the Software to use solely for demonstration and internal evaluation/trial purposes. Those third party license terms, and any notices required to be provided by those third party licensors, are set out in the License Guide and in the corresponding Third Party Terms. If the License Guide or Third Party Terms do not describe a particular module, then notices may be provided at the applicable download site or in the corresponding source code. You are solely responsible for ensuring that limited-use software (such as board support packages or individual device drivers limited to use with specific hardware manufacturers' products, or evaluation/trial versions of certain applications) is not used outside of the limits stated. Updated License Guides and Third Party Terms may be issued for each new version of the Software. You are solely responsible for reviewing and complying with new versions if you adopt Software updates. You are also responsible for reviewing source code and corresponding documentation for any third party derivative works of Runtime Components that you elect to adopt in substitution for unmodified QSS-licensed copies (see Section 4.2.2) for any supplementary terms and conditions that apply to the third party's modifications to the underlying Software. You acknowledge and agree that QSS can disclose to third party licensors that you have received a copy of their technology. 10. Ownership and Reserved Rights. The Software is protected by intellectual property laws including without limitation, copyright laws, both locally and internationally. The Software is licensed on the terms and conditions set forth herein and is not sold. QSS and its licensors retain all right, title and interest in and to the Software. QSS and its licensors reserve all rights in the Software not expressly licensed by this EULA including, without limitation, copyrights and patent rights. Subject to any underlying rights in the Software and the terms and conditions of this EULA, all right, title and interest in and to any derivative works of Software and other application software that you develop pursuant to this EULA shall be retained by you. No trademarks or service marks of QSS or its licensors are licensed by this EULA, and you understand and agree that QSS trademarks or service mark may not be applied to your goods or services without the express written permission of QSS. 11. U.S. Government 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 C.F.R. 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 Co. is the licensor. 12. No Support Services. Support from QSS is only available under separate agreement and is not included in this EULA. You are encouraged to participate in and seek support from the QNX developer community on the myQNX Portal. 13. Early Access. In order to give you the earliest possible access to the latest QNX Product Portfolio technology, QSS may provide you with access to pre-release versions of the Software. These versions may not have been fully optimized and tested, and may be unreliable. 14. Confidential Information. 14.1. "Confidential Information" means any information disclosed by one party ("Discloser") to the other party ("Recipient"), for the purpose of performing obligations or exercising rights under this EULA (the "Purpose"), in a document or file clearly marked "Confidential" (or equivalent) or otherwise in any manner or form provided it is clearly identified at disclosure as confidential and, within thirty (30) days of disclosure, is summarized and delivered to Recipient in a document marked "Confidential" (or equivalent). Confidential Information does not include information: (i) available to the public other than by reason of Recipient's breach of this EULA; (ii) rightfully received by Recipient from a third party without disclosure or use restrictions; (iii) independently developed by or on behalf of Recipient without access to Discloser’s Confidential Information; (iv) previously known to Recipient other than by reason of a prior confidential disclosure by or on behalf of Discloser; (v) hereinafter disclosed by Discloser to a third party without disclosure restrictions; or (vi) compelled to be disclosed in a public manner pursuant to legal, judicial or administrative proceedings or otherwise as required by law, subject to Recipient giving reasonable prior notice to Discloser to allow it to seek protective or other court orders. 14.2. Confidential Software. QSS hereby declares, and you (Licensee) agree, that unless or until the Software has been disclosed in source code at a public page of the Foundry27 web site at http://community.qnx.com, then the Software source code is Confidential Information of QSS and may not be disclosed in source code to any third party except as expressly authorized herein. 14.3. Use and Disclosure Restrictions. Recipient shall: (i) use Discloser's Confidential Information only as necessary to achieve the Purpose for which it was disclosed; and (ii) disclose Discloser's Confidential Information only to persons who have a need to know to achieve the Purpose for which it was disclosed, and who are employees of Recipient, or of Recipient's affiliates, or of Recipient's or Recipient's affiliates' consultants or professional advisors, provided that all such recipients are bound by law or are subject to agreements that provide obligations at least as protective of the Confidential Information as the provisions of this Section 14. 14.4. Recipient's Duty of Care. Recipient shall protect Discloser's Confidential Information by using the same degree of care, but no less than reasonable care, to prevent the unauthorized dissemination or publication and unauthorized use of the Confidential Information as Recipient uses to protect its own confidential information of like nature. Recipient shall only make copies of the Confidential Information as necessary to achieve the Purpose for which it was disclosed. Recipient shall reproduce Discloser's proprietary rights notices on all copies in the same manner in which such notices were set forth in or on the original. The mingling of Confidential Information with information that falls within one or more of the exceptions in this Section 14 shall not impair the status of, or the obligations of confidence and non-use respecting, the confidential parts. 14.5. Duration of Obligations. Each Recipient's duty to protect Confidential Information disclosed to it shall survive termination of this EULA but will end (except in the case of Software source code for which Recipient’s duty to protect is perpetual) on the third anniversary of the date of termination of this EULA. All Confidential Information furnished by Discloser to Recipient, and all copies thereof, which are in the possession or control of Recipient or anyone to whom it has disclosed such Confidential Information shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed on termination of this EULA. Recipient may retain one copy of Discloser's Confidential Information in the confidential, restricted access files of its legal department for use only to prove compliance with the terms of this EULA. This Section 14 shall survive termination of the EULA. 15. NO WARRANTY. THE SOFTWARE LICENSED UNDER THIS EULA IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QSS DOES NOT WARRANT AND NOTHING IN THIS EULA IMPLIES ANY WARRANTY THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY ERRORS FOUND WILL BE CORRECTED. THIS SECTION SHALL SURVIVE TERMINATION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 16. LIMITATION OF LIABILITY. IN NO EVENT WILL QSS, OR ITS AFFILIATES, OR THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS (COLLECTIVELY "QSS AND ITS REPRESENTATIVES") BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE 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 USE OR INABILITY TO USE SOFTWARE, EVEN IF QSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM. IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF QSS AND ITS REPRESENTATIVES FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS EULA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THIS SECTION SHALL SURVIVE TERMINATION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 17. Certain QNX Runtime Products may enable Target Systems to produce or reproduce (including by ripping), copy, perform and/or display multimedia content (e.g., audio, images, video). The required intellectual property license rights necessary to use or offer devices with such capabilities will vary, depending on factors such as the intended use of the device, the types of content involved, the markets in which the device is used or sold, etc. You are solely responsible for determining all such requirements and making all of the arrangements (e.g., obtaining licenses, paying copyright collectives’ fees, limiting the device functionality in some markets, etc.) necessary to make, use, import, distribute and/or sell your Target Systems, and/or to offer related services (to the extent permitted by the terms of this EULA), in all of your direct or indirect markets. Further, you agree to indemnify and hold QSS, its affiliates, and their distributors or suppliers, (collectively, “QSS and its Representatives”) harmless from any damages, and any costs and expenses (including reasonable attorney’s fees) incurred, in any third-party action against any one or more of QSS and its Representatives based on intellectual property infringement caused by making, using, importing, distributing and/or selling your Target Systems, and/or offering related services, in any of your direct or indirect markets. 18. Termination. This EULA shall terminate immediately upon your failure to meet the qualifications for a License Key for one of the License Classes listed in Section 4, your breach of any one of the prohibitions in Section 7, or upon the expiration of the License Key, whichever occurs first. QSS may terminate this EULA upon thirty (30) days written notice to you of your breach of a material term herein. You may terminate this EULA at any time for any reason. QSS may immediately terminate your rights to the Software, in whole or in part, if QSS reasonably believes the Software infringes intellectual property rights or misappropriates trade secrets of a third party and QSS has been unable to either procure for you the right to continue using the Software for free, or replace or modify the infringing Software with free non-infringing software of comparable function. Upon termination, you shall immediately destroy the original and all whole or partial copies of the Software and License Keys used under this EULA that are in your possession or control. Termination is without prejudice to any right or remedy that may have accrued or be accruing to either party prior to termination. 19. Defensive Termination for Patent Infringement Action. This EULA shall terminate as of the date you institute patent litigation (including a cross-claim or counterclaim in a lawsuit) in any jurisdiction against any entity alleging that the Software infringes or contributes to the infringement of a patent. 20. Governing Law. This EULA shall 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 (i) the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and (ii) 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 EULA. All information pertaining to any dispute that relates to this EULA shall be treated as confidential information. 21. Arbitration. It is the intention of the parties to settle any dispute relating to this EULA; however, if the parties cannot settle any such dispute themselves, then such dispute shall be arbitrated and finally settled under the provisions of the Arbitration Act of Ontario and the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Ottawa, Ontario, Canada. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding on the parties. The prevailing party shall be entitled to recover its costs and expenses from the arbitration, including reasonable attorney's fees. 22. Assignment. This EULA may not be assigned in whole or in part to any third party without the prior written consent of QSS. Any attempted assignment in violation of the foregoing will be void and of no effect. This EULA will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 23. Execution and Acceptance. Nothing but this EULA (or another written agreement between you and QSS) authorizes you to undertake any of the activities described in this EULA, and doing so in contravention of these terms and conditions is breach of contract and/or copyright or patent infringement. When you enter your License Key to unlock the Software this EULA will be displayed for your review and acceptance. Choosing "I ACCEPT" during that process constitutes your execution and acceptance of this EULA. 24. Whole Agreement. This EULA, including the License Guide and Third Party Terms, constitutes the entire agreement between the parties pertaining to its subject matter and supersedes any prior or contemporaneous agreement, representation, statement, negotiation, undertaking dealing with the same subject matter. The provisions of this EULA shall prevail in the event of a conflict between any of its provisions and the License Guide or Third Party Terms, or any inconsistent or additional terms or conditions of either party's purchase orders or invoices. No amendment, modification or waiver of any part of this EULA will be binding unless in a written document that expressly refers to this EULA and that is signed by both parties. The divisions and headings in this EULA have been included for convenience only and will not affect its construction or interpretation. 25. Developer Experience. QSS may contact you to ask about your impressions of the Software, the QNX Product Portfolio, the myQNX Portal or the QNX developer community. In consideration for the free license rights granted to you under this EULA you agree to provide your feedback. 26. Language. This Agreement has been drafted in the English language at the express request of the parties. Les parties conviennent que la présente convention et tous les documents s'y rattachant soient rédigés en anglais. QNX, Momentics, Neutrino, Aviage, Photon, and Photon microGUI, are trademarks, registered in certain jurisdictions, of QNX Software Systems GmbH & Co. KG and are used under license by QNX Software Systems Co. Document Version: NCEULA.v005.Dec8-09

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