QENEX SOFTWARE LICENSE AGREEMENT

IMPORTANT — READ CAREFULLY. This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single legal entity, "Customer" or "you") and QENEX s.r.o., a company established under the laws of the Czech Republic, with its registered office at Šlapanov 228, 582 51 Šlapanov, Czech Republic, Company ID (IČO) 21604495 ("QENEX", "we" or "us").

BY INSTALLING, ACTIVATING, COPYING, INTEGRATING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY.

This Agreement consists of the General Terms (Part I), which apply to all QENEX software, and the Product Terms (Part II), which apply to the specific product you are using: Annex A for QInsight and Annex B for the QFW Firmware SDK. In case of conflict, the Product Terms prevail for the product concerned.

PART I — GENERAL TERMS

1. DEFINITIONS

1.1 "Software" means the QENEX computer program(s) covered by this Agreement, in object code (binary) form, including any updates, upgrades, patches, example projects, templates, glue source files, documentation and other materials that QENEX provides with them or under this Agreement. It currently includes (a) QInsight, the desktop application for measurement, visualisation, calibration and control of data from devices and control units, and (b) the QFW SDK, a firmware library and accompanying files for embedding QENEX protocol implementations (such as XCP) into the Customer's microcontroller firmware.

1.2 "License Key", "Activation Key" and "License Token" mean the codes and data issued by QENEX or by the QENEX licensing service that enable the use of the Software to the extent of the license granted.

1.3 "Licensing Service" means the online service operated by QENEX at account.qenex.net (and related endpoints) through which licenses are obtained, activated, renewed and verified.

1.4 "Connected Device" means any electronic control unit (ECU), controller, instrument, test bench, vehicle, machine, plant or other equipment that the Software communicates with, reads data from, writes data to, calibrates, stimulates or otherwise influences.

1.5 "Customer Product" means a device or firmware developed by the Customer that incorporates the QFW SDK library.

1.6 "Documentation" means the user and integration documentation published by QENEX for the Software, in particular at qinsight.qenex.net and in the SDK package.

2. GRANT OF LICENSE

2.1 Subject to your compliance with this Agreement and payment of any applicable fees, QENEX grants you a non-exclusive, non-transferable, non-sublicensable (except as expressly stated in Annex B) license to use the Software for the term, on the number of computers or seats and within the limits (tier, features, signal counts, evaluation periods) that are defined by the license you have obtained, as specified in the Product Terms and at the time of issue by the Licensing Service or in QENEX's order confirmation.

2.2 The Software is licensed, not sold. QENEX and its licensors retain all right, title and interest in and to the Software, including all intellectual property rights. All rights not expressly granted are reserved.

2.3 You may make a reasonable number of backup copies of the Software installation media or package, provided that all copies carry the original proprietary notices and are not used concurrently with the licensed copy.

3. RESTRICTIONS

Except to the extent expressly permitted by this Agreement or by mandatory applicable law, you shall not, and shall not permit any third party to:

(a) copy, modify, translate, adapt or create derivative works of the Software (other than the glue, template and example source files expressly provided for adaptation);

(b) reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, algorithms, protocols, license verification mechanisms or internal structure of the Software;

(c) remove, alter, obscure or circumvent any license check, activation mechanism, evaluation limit, watermark, digital signature or proprietary notice;

(d) rent, lease, lend, sell, sublicense, distribute, host, provide as a service, or otherwise make the Software available to third parties, other than the distribution of Customer Products as permitted in Annex B;

(e) use the Software beyond the number of computers, seats, signals, devices, users or the period for which a license was obtained, or share a License Key with persons outside your organisation;

(f) use the Software in violation of applicable laws or export regulations.

4. FREE, TRIAL AND EVALUATION LICENSES

4.1 QENEX may offer the Software free of charge for evaluation, personal, educational or non-commercial purposes (for example the QInsight "Free" and "Trial" tiers or the QFW SDK evaluation build). Such licenses are subject to the limits stated in the Product Terms (e.g. number of signals, time limits per boot, number of computers, validity period) and may be modified, suspended or withdrawn by QENEX at any time.

4.2 Free, Trial and evaluation licenses are provided WITHOUT ANY SUPPORT OBLIGATION AND WITHOUT ANY WARRANTY, and the amount paid for them is zero for the purposes of Section 9.

5. LICENSING SERVICE AND DATA

5.1 The Software verifies its license by communicating with the Licensing Service, at activation and periodically thereafter, at the intervals stated in the Documentation. If the verification cannot be completed within the stated period, the Software may stop working until the connection is restored. You are responsible for providing the required connectivity or for requesting offline activation where QENEX offers it.

5.2 For the purpose of issuing and verifying licenses the Software transmits to the Licensing Service the License Key, a machine fingerprint (a non-reversible identifier derived from the computer's machine identifier), the computer name, the product identification and version, and the license status. The Licensing Service stores this data together with the account data you provided when registering (name, e-mail address and, for organisations, company name, address and identification numbers). The Software does NOT transmit your measurement data, project files, scripts or data from Connected Devices to QENEX.

5.3 QENEX processes personal data in accordance with applicable data protection law (including Regulation (EU) 2016/679, GDPR) and its privacy notice published at qenex.net. The legal basis is the performance of this Agreement and QENEX's legitimate interest in protecting its software from unlicensed use.

5.4 QENEX may use technical means, including per-customer watermarks in SDK builds and license telemetry, to detect unlicensed use. QENEX may suspend a License Key that is used in breach of this Agreement.

6. THIRD-PARTY COMPONENTS

The Software contains or is distributed with components licensed by third parties under their own terms (for example the Vector Informatik XCPlite code under the MIT License, and in example projects STMicroelectronics firmware, FreeRTOS and lwIP under their respective licenses). Those components are governed by their own license terms, which are provided in the Software package (e.g. the LICENSES folder or the About dialog) and take precedence over this Agreement for the component concerned. Nothing in this Agreement limits your rights under such third-party licenses.

7. SUPPORT AND UPDATES

7.1 Support (if any) is provided according to the terms of the license tier purchased or a separate support agreement. QENEX has no obligation to provide support, updates or new versions unless agreed in writing.

7.2 Updates provided by QENEX are subject to this Agreement unless they are accompanied by a separate license agreement.

8. DISCLAIMER OF WARRANTIES

8.1 THE SOFTWARE, THE DOCUMENTATION AND THE LICENSING SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QENEX AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR WILL MEET YOUR REQUIREMENTS.

8.2 The Software is an engineering tool intended for use by qualified personnel. It reads and writes data in Connected Devices, can change parameters and calibration values, and can stimulate inputs of control units in real time. Whether such actions are safe in your particular setup depends entirely on your Connected Devices, their configuration, your project files, scripts, wiring, test environment and procedures, none of which QENEX controls. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE SUITABILITY OF THE SOFTWARE FOR YOUR PURPOSE, FOR THE CORRECTNESS OF YOUR PROJECT CONFIGURATION, VARIABLE ADDRESSES, CONVERSIONS AND SCRIPTS, AND FOR ALL SAFETY MEASURES NECESSARY WHEN CONNECTING THE SOFTWARE TO ANY DEVICE, VEHICLE, MACHINE OR PLANT. You shall ensure that the Software is operated only by personnel who understand the effects the Software can have on the Connected Devices and who are trained and experienced in the safe use of such devices. QENEX is not liable for damage caused by operation of the Software by persons who do not meet these requirements.

8.3 THE SOFTWARE IS NOT DESIGNED, TESTED OR CERTIFIED FOR USE IN SAFETY-CRITICAL SYSTEMS, INCLUDING WITHOUT LIMITATION LIFE-SUPPORT EQUIPMENT, MEDICAL DEVICES, NUCLEAR FACILITIES, AIRCRAFT OR VEHICLE CONTROL SYSTEMS IN OPERATION ON PUBLIC ROADS, OR ANY APPLICATION IN WHICH A FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ANY SUCH USE IS AT YOUR SOLE RISK.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QENEX, ITS LICENSORS, SUPPLIERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SOFTWARE, THE DOCUMENTATION OR THE LICENSING SERVICE, INCLUDING WITHOUT LIMITATION:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;

(b) LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS, GOODWILL OR ANTICIPATED SAVINGS;

(c) LOSS, CORRUPTION OR INACCURACY OF DATA, MEASUREMENTS, PROJECT FILES OR CALIBRATIONS;

(d) DAMAGE TO, MALFUNCTION OR DESTRUCTION OF ANY CONNECTED DEVICE, CONTROL UNIT, VEHICLE, ENGINE, MACHINE, TEST BENCH, INSTRUMENT, COMPONENT OR PLANT, INCLUDING DAMAGE CAUSED BY VALUES WRITTEN TO, OR STIMULI APPLIED TO, SUCH EQUIPMENT BY MEANS OF THE SOFTWARE;

(e) BUSINESS INTERRUPTION, DOWNTIME OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(f) ANY CLAIM BY A THIRD PARTY,

EVEN IF QENEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) ON WHICH THE CLAIM IS BASED.

9.2 IF, NOTWITHSTANDING SECTION 9.1, QENEX IS HELD LIABLE, THE TOTAL AGGREGATE LIABILITY OF QENEX AND ITS LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO QENEX FOR THE SOFTWARE LICENSE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE, TRIAL AND EVALUATION LICENSES THIS AMOUNT IS ZERO.

9.3 In the event of loss of or damage to data, QENEX is liable, subject to Sections 9.1 and 9.2, only for the cost of restoring the data from backups and only if you have performed regular backups appropriate to the value of the data.

9.4 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under mandatory applicable law, in particular liability for damage caused intentionally or by gross negligence, for death or personal injury caused by negligence, or the statutory rights of consumers that cannot be waived. The parties agree that the exclusions and limitations in this Section 9 are an essential basis of the bargain and that the fees (if any) reflect this allocation of risk.

10. INDEMNIFICATION BY CUSTOMER

You shall defend, indemnify and hold harmless QENEX and its licensors from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of (a) your use of the Software in breach of this Agreement, (b) Customer Products incorporating the QFW SDK, including claims by your customers or end users, or (c) your use of the Software in any application described in Section 8.3. This obligation does not extend to the portion of a claim attributable to the fault of QENEX.

11. TERM AND TERMINATION

11.1 This Agreement is effective from the first installation, activation or use of the Software and continues for the term of the license obtained (including renewals) unless terminated earlier.

11.2 QENEX may terminate this Agreement and suspend or revoke the License Key with immediate effect if you breach this Agreement, in particular Sections 3 or 5.4. You may terminate at any time by uninstalling and destroying all copies of the Software.

11.3 Upon expiry or termination, all rights granted to you cease and you shall stop using the Software and delete all copies, except that (i) Customer Products already manufactured and delivered under a valid SDK license before termination may continue to be used and distributed as permitted by Annex B unless termination was due to your breach, and (ii) Sections 2.2, 3, 6, 8, 9, 10, 11.3, 13 and 14 survive termination.

12. AUDIT

Upon reasonable written notice (not more than once per year, except where QENEX has reasonable grounds to suspect a breach), you shall provide QENEX with information reasonably required to verify your compliance with this Agreement, in particular the number of installations, seats and Customer Products, and allow QENEX or an independent auditor bound by confidentiality to verify such information. If the verification reveals use of the Software beyond the scope of the acquired license, you shall promptly pay the applicable license fees for such use and reimburse QENEX for the reasonable costs of the verification.

13. EXPORT AND COMPLIANCE

You shall comply with all applicable export control and sanctions laws of the Czech Republic, the European Union and other applicable jurisdictions, and shall not export, re-export or provide the Software to any person, entity or country to which such export is prohibited.

14. GOVERNING LAW AND JURISDICTION

14.1 This Agreement is governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, and Act No. 121/2000 Coll., the Copyright Act, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the courts of the Czech Republic having jurisdiction according to the registered office of QENEX. This does not deprive consumers of the protection afforded by mandatory provisions of the law of their country of residence.

15. GENERAL PROVISIONS

15.1 Entire agreement. This Agreement, together with the license parameters issued by the Licensing Service or stated in QENEX's order confirmation and the third-party license terms referred to in Section 6, constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous proposals, agreements and communications. Terms contained in your purchase orders or other documents are rejected and have no effect.

15.2 Changes. QENEX may issue an updated version of this Agreement with new versions of the Software or new license terms. The version accepted at installation, activation or purchase applies to the license concerned.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid one that comes closest to its economic purpose.

15.4 Assignment. You may not assign or transfer this Agreement or any license without QENEX's prior written consent. QENEX may assign this Agreement to a successor of its business.

15.5 No waiver. Failure to enforce any provision does not constitute a waiver of that provision.

15.6 Language. This Agreement is made in English. A Czech translation may be provided for convenience; in case of discrepancy the English version prevails except where mandatory law requires otherwise for consumers.

15.7 Contact. QENEX s.r.o., Šlapanov 228, 582 51 Šlapanov, Czech Republic, e-mail: info@qenex.net, web: https://qenex.net.

PART II — PRODUCT TERMS

ANNEX A — QINSIGHT (DESKTOP SOFTWARE)

A.1 License tiers. QInsight requires a valid license. The following tiers are currently offered; the applicable parameters are shown in QInsight (Help > Info > License), on the account portal and in the Documentation, and may change for new licenses issued after the change:

Free        — personal, educational and non-commercial use only, by an
              individual on 1 computer; limited number of communicated
              signals (currently 5); valid 1 year with free renewal;
              requires connection to the Licensing Service at least once
              every 2 days.
Trial       — evaluation by an organisation on 1 computer for 60 days;
              requires connection at least once every 30 days; may not be
              used for productive or commercial work beyond evaluation.
Commercial  — commercial use on the number of computers (seats)
              purchased; valid 1 year, renewable; requires connection at
              least once every 30 days; offline activation available on
              request for computers without internet access.

A.2 Seats. One seat permits installation and use of QInsight on one physical computer. A License Key may be moved to another computer through the account portal; QENEX may limit the number of moves. Using one seat on more than one computer at the same time, or multiplying its use by means of virtualization, cloning of the machine fingerprint, remote access or similar techniques, is a material breach of this Agreement.

A.3 Accounts. Licenses are issued to the account holder (individual or organisation) registered at account.qenex.net. You are responsible for the confidentiality of your account credentials and License Keys and for all use under your account. Organisation administrators may manage users and seats of their organisation.

A.4 Plug-ins and scripts. QInsight can load plug-ins (drivers, protocols, controls) and execute Python scripts. Plug-ins and scripts written by you or by third parties are not part of the Software; QENEX is not responsible for their function, safety or licensing. Example plug-ins and example projects provided by QENEX are supplied for illustration only.

A.5 Writes and stimulation. QInsight can write values to Connected Devices (calibration writes, Modbus writes, XCP STIM and similar) at the operator's request or under script control. Section 8.2 and Section 9.1(d) apply in full; you shall implement appropriate limits, plausibility checks and safety interlocks in the Connected Device and in your test setup.

A.6 Project files. Project files (.qproj) may be encrypted by the Software and optionally protected by a password chosen by you. QENEX cannot recover a forgotten password and is not liable for loss of access to such files.

ANNEX B — QFW FIRMWARE SDK

B.1 Contents. The QFW SDK consists of (i) one or more compiled libraries in object form containing QENEX's implementation of communication protocols (currently XCP over Ethernet and XCP over CAN) for ARM Cortex-M microcontrollers (the "Library"), (ii) header files, (iii) glue, port and template source files intended to be adapted to the Customer's platform, (iv) example projects, build scripts and Documentation, and (v) third-party notices.

B.2 Development license. Subject to this Agreement, you may install and use the SDK on the development computers of your organisation for the purpose of developing Customer Products, and may modify the glue, port, template and example source files for that purpose. Modified files remain subject to this Agreement to the extent they contain QENEX code.

B.3 Distribution right. Subject to a valid SDK license (see B.5), you may incorporate the Library, in object form only, into the firmware of your Customer Products and distribute it to your customers solely as an integral part of such firmware, provided that:

(a) the Library is not distributed as a standalone library, is not exposed in a way that enables third parties to develop their own products using it, and is not made available in source or reverse-engineerable form;

(b) your customers and end users are bound by terms at least as protective of QENEX as Sections 2.2, 3, 8 and 9 of this Agreement, and you remain responsible for their compliance;

(c) you do not remove the Library's version, licensing and watermark information;

(d) the activation key issued to you is used only in your own Customer Products and is kept confidential. This right does not extend to contract manufacturers, subsidiaries or partners unless agreed in writing.

B.4 Evaluation build. The evaluation build of the SDK is provided free of charge for evaluation and pilot integration only. It stops operating a fixed time after each start of the device (currently 30 minutes per boot) and may not be used in products delivered to third parties or in productive operation. Section 4 applies.

B.5 Licensed build and activation key. The SDK license is part of the QInsight Commercial license (Annex A): an organisation holding a valid Commercial license is entitled to a build of the Library bound to that organisation by an activation key and a watermark, for use in its Customer Products for the term of the Commercial license. Any further scope limits (number of Customer Product types, units, protocol variants) are stated in QENEX's order confirmation. The activation key is a trade secret of QENEX licensed to you for use in your Customer Products only.

B.6 No warranty for integration. You are solely responsible for the integration of the Library into your firmware, including the glue and port code, task priorities, memory allocation, interrupt handling, bus timing, transport and network stacks, and for the overall function and safety of the Customer Product. QENEX does not warrant that the Library is suitable for any particular microcontroller, toolchain, RTOS or Connected Device. The Library allows an XCP master to read and write memory of the Customer Product; it is your responsibility to restrict such access in the Customer Product as appropriate for its intended use and for series production.

B.7 Third-party code. The Library is derived in part from Vector Informatik XCPlite (MIT License); the MIT notice is included in the LICENSES folder and must be retained. Example projects include STMicroelectronics firmware, FreeRTOS and lwIP under their own licenses.

B.8 Compatibility. QENEX documents which versions of QInsight are compatible with a given SDK version. QENEX does not guarantee compatibility with third-party XCP masters or future versions.

ACCEPTANCE

By clicking "I agree", installing, activating, integrating or using the Software, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms.

QENEX s.r.o. — https://qenex.net — info@qenex.net