User Manual

Readme OSS - QMX1.M34H v1.0
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copyright or trade secret, Licensor agrees to defend and indemnify Licensee against any liability
resulting from any claim that the Licensed Material infringes any third party patent, copyright or
trade secret provided that: (i) Licensor is promptly notified by Licensee of any threats, claims and
proceedings related thereto; (ii) Licensor shall have sole control of the defense and any
settlement thereof; (iii) Licensee shall not settle or compromise any such claim without
Licensor's prior written consent; (iv) Licensee furnishes to Licensor, upon request, any
information available to Licensee relating to the defense of such claim; and (v) Licensee
provides reasonable assistance to Licensor in the defense of such claim. Licensor, at its option and
expense, shall: (i) obtain for Licensee the right to continue to use the Licensed Material; or (ii)
replace or modify the Licensed Material so that they become non-infringing, in which event
Licensee shall cease use of the infringing Licensed Material.
(b) Licensor shall have no liability under 8(a) for any infringement arising from: (i) the
combination of the Licensed Material with other products not supplied by Licensor if such
infringement would not have occurred but for such combination; (ii) the modifications by
Licensee of the Licensed Material if such infringement would not have occurred but for such
modification, (iii) any manufacturing process applied to the Licensed Material by Licensee if such
infringement would not have occurred but for the application of such process.
(c) As between the parties, Section 8(a) states the entire liability of Licensor and Licensee's
exclusive remedy for infringement by the Licensed Material of an third party Intellectual
Property.
9. TERMINATION; SURVIVAL
The license granted hereunder shall terminate upon Licensees failure to comply with all of the
terms described herein after a cure period of 6 month, if Licensee does not cure the breach of
this agreement within the 6 month period. The 6 month cure period starts with a written letter
from Licensor to Licensee informing Licensee that Licensee is in breach of this agreement. This
letter must state the exact terms that are in breach.
Upon termination for any reason, Licensee shall destroy all copies of the Software. Sections 1(iii),
2, 3 and 4 shall survive any termination or expiration of this Agreement or the license granted
hereunder.
10. GENERAL
(a) This Agreement is the entire agreement between you and Embedded Solutions concerning this
subject matter. This Agreement may not be amended except in writing signed by an authorized
representative of Embedded Solutions. (b) Neither this Agreement nor any of your
rights or obligations hereunder may be assigned by you in whole or in part without Embedded
Solutions prior written consent. (c) This agreement will be governed by and construed in
accordance with the laws of the Republic of Austria (excluding its conflict of laws princip les
and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree
that exclusive jurisdiction for any claim or dispute with Embedded Solutions or relating in any way
to your use of the Software resides in the Handelsgericht, Wien (Commercial Court,
Vienna) and you further agree and expressly consent to the exercise of personal jurisdiction in the
Handelsgericht, Wien (Commercial Court, Vienna) in connection with any such dispute or claim.
(d) The prevailing party in any action or proceeding to enforce the provisions of this