Software License and Service Terms
RTS Hypervisor / RTS Secure Boot Loader
Please read the following license and service terms (“Terms”) of Real-Time Systems GmbH (“Licensor”) regarding the RTS Hypervisor
and the RTS Secure Boot Loader and related content and materials such as illustrations, diagrams, text and sample applications, andall associated documentation (collectively “Software Product”) and related services (“Services”) carefully. By purchasing the Software
Product or related services or by acquiring an evaluation license of the Software Product, you (“Licensee”) declare your express
consent with the following Terms to form part of your agreement with Licensor based on your order or Licensor’s offer, as the case may
be, for the Software Product or related services (“Agreement”). In case Licensee does not agree with the Terms, Licensee may notinstall or otherwise use the Software Product or the Services.
1. License
1.1. The subject matter of the license granted to the Licensee is the Software Product specified in the Agreement.
1.2. Subject to Section 5.3, Licensor grants Licensee a nonexclusive, perpetual (except in case of an evaluation License and subject toSection 1.5), non-transferable, world-wide license to use the Software Product as set out in Section 1.3 (“License”), subject to therestrictions and confidentiality provisions of the Agreement. No right to grant sublicenses is granted hereunder, except with the priorwritten consent of Licensor. All copyrights and other intellectual property rights are retained by Licensor, its affiliates, licensors andsubcontractors.
1.3. The License grants and is limited to the following types of use depending on the type of License specified in the Agreement:a) in case of an evaluation License, the trial use of the Software Product for a limited period of time specified in the Agreement(and absent such specification, for a maximum period of three (3) months) and solely on Licensee’s computers dedicated forsuch trial use as specified in the evaluation License. For the avoidance of doubt, the Software Product may not be incorporated
or otherwise used in any products of Licensee that are sold or intended for sale;b) in case of a project License, use of the Software Product (i) on a single computer, (ii) on as many computers as Licenses werepurchased, or (iii) on all computers of Licensee (as specified in the Agreement), provided in each case that any suchcomputers are dedicated for use with Licensee’s development project specified in the Agreement;c) in case of a runtime License (provided that Licensee has also purchased a project License), the right for Licensee to distributeto its customers the number of its own products (as specified in the Agreement) enabled with the Software Product for which
an equivalent number of valid runtime Licences has been purchased (maximum number of distributed products);d) creation of one backup copy, provided that Licensee shall reproduce and include the copyright notice on any such copy;e) the right to distribute maintenance releases of the Software Product provided by Licensor to its customers solely to fix bugs of
the Software Product originally installed on Licensee’s products (as specified in the Agreement) and previously rightfully
distributed by Licensee to its customers in accordance with the Agreement.
1.4 If a Linux Kernel Patch has been provided along with the Software product, the Linux Kernel patch is licensed under theGNU/GPLv2. The complete license text is available at http://www.gnu.org/licenses/gpl-2.0.txt. The use of the Software product or partsof it may be subject to further open source license terms.
1.5 Licensor may rescind the Agreement together with the License (Rücktritt vom Vertrag) in case of breach by Licensee of any
material provisions thereof (in particular the license restrictions) which is not capable of being remedied or, if remediable, is not
remedied by Licensee within thirty (30) calendar days after becoming aware of the breach, including through a written notice byLicensor of such breach.
2. Use Restrictions and Licensee Responsibilities
2.1 The License shall not include, and the License shall not permit any third party to:a) Transfer, lease or sell the License and/or the Software Product to third parties, except with Licensor’s express prior writtenconsent,b) remove any copyright notices or any other indications of legal ownership of Licensor from the Software Product. In case of aruntime License, Licensee shall affix the license sticker provided by Licensor to or inside of each of its own products enabledwith the Software Product,c) (i) alter or modify the Software Product in any way, (ii) decompile, disassemble or reverse engineer the Software Productexcept as expressly permitted under mandatory applicable law, (iii) use it for testing or evaluating its functionalities and/ortechnology for the purpose of further developing Licensee’s own competing products except as expressly permitted under
mandatory applicable law, or (iv) attempt to do any of such things.
2.2. Licensee, its end users and its customers shall be solely responsible for the selection of software and hardware for use inconnection with the Software Product, for its installation, integration and use, for defining the expected results from its use, and forcompliance with data protection and any other laws, legal requirements, governmental orders, codes and regulations in connection withthe use of the Software Product. Licensor shall have no obligation or responsibility in relation to any of the aforementioned aspects.
Licensee shall indemnify and hold Licensor, its directors, officers or other legal representatives, employees, suppliers and vicarious
agents harmless from and against any third party claims, including without limitation and claims of Licensee’s customers, based on orrelating to Licensee’s conduct, products or services.
3. Licensee Reporting, Audits
3.1 No later than within one (1) month following the lapse of each calendar quarter, Licensee shall report to Licensor the types, trading
names and quantity of each of such type of product manufactured by Licensee based on a runtime License which incorporates,
includes or otherwise makes use of the Software Product.
3.2 Licensor may at any time verify and audit (i) the use of the Software Product and/or (ii) the completeness and correctness ofLicensee’s reporting pursuant to Section 3.1 if Licensor has reason to believe that the Software Product is used in violation of theAgreement or such reporting is incorrect or incomplete, in particular that Licensee has exceeded the maximum number of distributed
products pursuant to Section 1.3(c). Licensor may conduct such audits by itself or through a third party engaged by Licensor. Licenseeagrees to provide reasonable assistance to Licensor by making available relevant information and, in case of site visits by Licensor,
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providing access to relevant systems and employees. Site visits shall be conducted during normal business hours. Licensor shall give
Licensee reasonable prior notice of any site visits unless this would defeat the purpose of the audit. Licensee shall bear the costs ofsuch audit if it reveals any use of the Software Product in violation of the Agreement.
4. Services
The following shall apply to any Services to be provided by Licensor under the Agreement.
4.1 Development Servicesa) Licensor shall only provide development services and provide any related deliverables if and as expressly specified in theAgreement.
b) Unless otherwise expressly agreed in the Agreement by specifically deviating from this Section 4.1, any developments madeby Licensor for Licensee under the Agreement (“Developments”) are and shall remain Licensor’s sole intellectual property andLicensor shall have the sole right to register any inventions or other intellectual property underlying or incorporated in theDevelopments. Subject to Section 5.3, the Licensee receives a non-exclusive, perpetual (subject to paragraph d)), nontransferable, world-wide license to use such Developments (in case of software: in object code form only).
c) In any case and irrespective of the provisions of the Agreement, Licensor shall retain the right to use (including the re-use in its
own products or for other customers) any concepts, methodologies, algorithms, inventions and any other know-how underlying
or incorporated in the Developments.
d) Unless otherwise expressly agreed in the Agreement, the Developments and any related deliverables shall be deemed
accepted by Licensee unless Licensee notifies Licensor (i) of any visible material defects without undue delay after their receiptor (ii) of any hidden defects without undue delay, but in any case no longer than fourteen (14) days, after detection of such
defects.
e) Section 1.5 shall apply accordingly in relation to any rights in Developments granted to Licensee hereunder.
4.2 Workshops and Trainingsa) Trainings and workshops may take place as online events or in-person meetings and with the group of participants consisting
solely of employees of Licensee, all as specified in the Agreement. Licensee shall not invite or admit any further participants
except with Licensor’s prior written permission. Licensor reserves the right to change the type of meeting (in-person/online) in
its reasonable discretion for health reasons (e.g., due to pandemic), to comply with legal regulations or court or governmental
orders or due to other reasonable operational constraints or requirements. In case of such change Licensor shall notify
Licensee as soon as reasonably practicable.
b) Trainings and workshops shall in no case include software testing, rendering of support or provision of any Licenses.
5. Fees and Payment
5.1 The purchase price for the Licenses and the fees for the Services, if any, shall be specified in the Agreement.
5.2 Unless otherwise agreed in the Agreement, the purchase price for the License shall be invoiced upon conclusion of the Agreementand Services shall be invoiced upon their completion. Any invoices shall be payable within fourteen (14) calendar days.
5.3 Licensor shall retain full title of the goods that have been delivered until, and the granting of any Licenses or of rights of use inDevelopments pursuant to Section 4.1 shall be subject to the condition precedent (aufschiebende Bedingung) that Licensee has paid
any amounts due to Licensor and arising from the business relationship of Licensor and Licensee (retention of title). The following shallapply in addition:a) If any such goods, the Software Products or the Developments are inseparably assembled or mixed with goods that are
Licensee’s or any third party’s property, Licensor shall acquire co-title in the new goods or the mixed stock. The proportion oftitle shall correspond with the proportion of the invoice value of the goods, the Software Products and/or the Developments
delivered by Licensor under retention of title and the invoice value of the other goods.
b) If Licensor’s claims are secured through the retention of title by more than 110%, any surplus of the goods, the Software
Products and/or the Developments delivered by Licensor under retention of title shall, upon Licensee’s request, be released byLicensor pursuant to Licensor’s choice.
c) Goods in which Licensor so acquires sole or co-title shall as well be considered as goods delivered under retention of title forpurposes of the Agreement.
d) In the event of any third party enforcement action in relation to Licensee’s goods, the Software Products or the Developments
which are subject to retention of title pursuant to Section 5.3, Licensee shall notify such third party of Licensor’s property andintellectual property and retained rights, and shall inform Licensor without undue delay of such action. Licensee shall bear thecosts of any intervention.
6. Warranty and Liability
6.1 Licensor warrants during the warranty period of twelve (12) months, commencing on the date of delivery of the Software Product or
the Developments and related deliverables, thata) the data medium on which the Software Product or the Developments and related deliverables are delivered is free of material
and manufacturing defects which render it incapable of use or substantially reduces its usability, andb) when used as agreed and in particular in compliance with the Agreement, the Software Product substantially conforms to theassociated documentation and the Developments and related deliverables substantially conform to the agreed specification.
If Licensee requests supplemental performance (Nacherfüllung), Licensor may at its option either rectify the defect or make a newdelivery that is free from defects. All other warranties and guarantees, whether statutory or implied, are excluded and waived byLicensee, including, but not limited to merchantability or fitness for a particular purpose. The foregoing provisions shall not apply andany warranties shall be excluded to the fullest extent permitted by applicable law in case of an evaluation License.
6.2 Licensor shall only be liable to Licensee for any act or omission or breach of any duty under or in connection with the Agreement tothe extent that such liability results from (i) Licensor’s wilful misconduct or gross negligence, (ii) damage from injury to life, body orhealth due to negligent breach or (iii) a slightly negligent breach of a fundamental duty under the Agreement that endangers theachievement of the objective of the Agreement. A fundamental duty shall mean an obligation whose fulfilment is critical for the dueimplementation of the Agreement and on the fulfilment of which Licensee relies on and may rightfully rely on. Licensor’s liability in caseof a slightly negligent breach of a fundamental duty under the Agreement shall be limited to typical and reasonably foreseeabledamage to Licensee. The foregoing provisions shall apply to the contractual and non-contractual liability (including liability in tort) as
well as any liability arising out of dealings before the conclusion of a contract (culpa in contrahendo). They shall also apply to thebenefit of Licensor’s directors, officers or other legal representatives, employees, suppliers and vicarious agents. Licensor’s liability
according to the German Product Liability Act shall remain unaffected.

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7. Confidentiality
7.1 Licensee shall treat all corporate, technical and other information of Licensor confidential and shall not enable access to or use any
information, data, documents or materials in any form (whether written, electronic, graphic, visual, oral or otherwise), including thisAgreement and its provisions, and any copies of the foregoing that are provided by Licensor to Licensee or which otherwise become
accessible or known to Licensee (in each case, the “Confidential Information”). Licensee shall use all reasonable endeavours toprevent any access by third parties to such Confidential Information.
7.2 Confidential Information shall however not include any information which (i) is in the public domain, (ii) subsequently enters into thepublic domain, except through a disclosure by Licensee under a breach of any undertaking under this Agreement; or (iii) is or becomes
available to Licensee from a third party, provided that such third party is not in breach of any confidentiality obligation in relation to suchinformation.
7.3 This Section 7 shall not prohibit disclosure or use of any information if and to the extent:a) the disclosure or use is required by law or any regulatory body, provided that Licensee shall notify Licensor without undue
delay and reasonably cooperate with Licensor in the defence of such request and/or to obtain assurances as to confidentiality
from such body;b) the disclosure or use is required for the purpose of any judicial proceedings arising out of the Agreement or the disclosure ismade to a tax authority in connection with the tax affairs of Licensee; orc) Licensor has given prior written approval to the disclosure or use.
Any applicable laws for the protection of trade secrets and other confidential information, including the German Law for the Protectionof Trade Secrets (Geschäftsgeheimnisgesetz) shall remain unaffected.
8. Miscellaneous Provisions
8.1 Licensor’s General Terms of Delivery and Performance (“GTDP”) shall apply to the License and shall form an integral part of theAgreement. In case of any conflicts between the GTDP or any order or offer and these Terms, these Terms shall prevail. Any terms
and conditions of Licensee are herewith rejected by Licensor and shall not apply.
8.2 The Agreement and all documents specifically referenced therein constitute the entire agreement between Licensor and Licensee
in connection with the License and shall supersede all prior and contemporaneous agreements, understandings, negotiations, anddiscussions of the parties.
8.3 With respect to Agreement which are entered into by means of e-commerce, the information, notification and other duties pursuant
to § 312i para. 1, first sentence no. 1 through 3 and second sentence of the German Civil Code (Bürgerliches Gesetzbuch, BGB) shallnot apply.
8.4 If individual provisions of the Agreement are or become invalid, the validity of the remaining provisions shall remain unaffected.
Invalid provisions shall be replaced by valid provisions whose effect comes closest to the intended commercial purpose of the invalid
provisions.
8.5 Additions or changes to the Agreement need to be mutually agreed upon and in writing.
8.6 Any waiver of strict compliance with the Agreement (including the GTDP) by Licensor must be in writing and signed by Licensor tobe valid, and any such waiver shall not constitute a waiver of Licensor’s rights under any other provision of the Agreement or theGTDP.
8.7 The Agreement shall be governed by the laws of the Federal Republic of Germany. The courts of Deggendorf, Germany, shall haveexclusive jurisdiction over any disputes arising out of or in connection with the Agreement. The rules of the United Nations Convention
on Contracts for the international Sale of Goods (CISG) shall be excluded.
Real-Time Systems GmbH, Gartenstrasse 33, D-88212 Ravensburg, Germany. www.real-time-systems.com
Version 4.0, 08.Oktober 2024

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