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Commit 268133e9 authored by Strhuan Blomquist's avatar Strhuan Blomquist
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INTEL PROPRIETARY SOFTWARE LICENSE AGREEMENT
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE UNTIL
YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY
INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree to be
bound by, or the entity for whose benefit You act has not authorized You to
accept, these terms and conditions, do not install, access, copy, or use the
Software and destroy all copies of the Software in Your possession.
This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into between
Intel Corporation, a Delaware corporation (“Intel”) and You. “You”
refers to you or your employer or other entity for whose benefit you act, as
applicable. If you are agreeing to the terms and conditions of this Agreement on
behalf of a company or other legal entity, you represent and warrant that you
have the legal authority to bind that legal entity to the Agreement, in which
case, "You" or "Your" shall be in reference to such entity. Intel and You are
referred to herein individually as a “Party” or, together, as the
“Parties”.
The Parties, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which they acknowledge, and intending to be legally bound, agree
as follows:
1. PURPOSE. You seek to obtain, and Intel desires to provide You, under the
terms of this Agreement, Software for:
(A) Your internal efforts to develop or to test and evaluate products
integrating Intel hardware and Intel software. “Software” refers to certain
software or other collateral, including, but not limited to, related components,
operating system, application program interfaces, device drivers, associated
media, printed or electronic documentation and any updates or releases thereto
associated with Intel product(s), software or service(s). “Intel-based
product” refers to a device that includes, incorporates, or implements Intel
product(s), software or service(s).
(B) Your efforts to develop, or have developed, and distribute products
integrating Intel hardware and Intel software. “Software” refers to certain
software or other collateral, including, but not limited to, related components,
operating system, application program interfaces, device drivers, associated
media, printed or electronic documentation and any updates, upgrades or releases
thereto associated with Intel product(s), software or service(s). “Intel-based
product” refers to a device that includes, incorporates, or implements Intel
product(s), software or service(s).
2. LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions
of this Agreement, Intel grants to You a limited, nonexclusive, nontransferable,
revocable, worldwide, fully paid-up license during the term of this Agreement,
without the right to sublicense (except to your sub-contractors), under
Intel’s copyrights (subject to any third party licensing requirements), in
each case only for the Purpose described in Section 1, to:
(A) internally prepare, or have prepared by your sub-contractor, derivative
works (as defined in 17 U.S.C. § 101 et seq.) of the Software
(“Derivatives”), if provided or otherwise made available by Intel in source
code form, and reproduce the Software, including Derivatives. You remain fully
liable to Intel for the actions and inactions of Your sub- contractors.
(B) display and perform an object code representation of the Software including
Your Derivatives to Your customers or partners, with a need to know, only for
demonstration and when integrated with and executed by Your Intel-based product
or Intel hardware provided by Intel and subject to Your customers or partners
entering a written confidentiality agreement in accordance with Section 7
(Confidentiality) herein;
(C) reproduce, display, and publicly perform an object code representation of
the Software, including Your Derivatives, in each case only when integrated with
and executed by an Intel-based product, subject to any third party licensing
requirements; and
(D) distribute an object code representation of the Software, provided by Intel,
or of any Derivatives created by You, solely as embedded in or for execution on
an Intel-based product, and if to an end user, pursuant to a license agreement
with terms and conditions at least as restrictive as those contained in the
Intel End User Software License Agreement in Appendix A to this Agreementr.
If You are not the final manufacturer or vendor of an Intel-based product
incorporating or designed to incorporate the Software, You may transfer a copy
of the Software, including any Derivatives (and related end user documentation)
created by You to Your Original Equipment Manufacturer (OEM), Original Device
Manufacturer (ODM), distributors, or system integration partners (“Your
Partner”) for use in accordance with the terms and conditions of this
Agreement, provided Your Partner agrees to be fully bound by the terms hereof
and provided that You will remain fully liable to Intel for the actions and
inactions of Your Partner(s).
3. LICENSE RESTRICTIONS. All right, title and interest in and to the Software
and associated documentation are and will remain the exclusive property of Intel
and its licensors or suppliers. Unless expressly permitted under the Agreement,
You will not, and will not allow any third party to (i) use, copy, distribute,
sell or offer to sell the Software or associated documentation; (ii) modify,
adapt, enhance, disassemble, decompile, reverse engineer, change or create
derivative works from the Software except and only to the extent as specifically
required by mandatory applicable laws or any applicable third party license
terms accompanying the Software; (iii) use or make the Software available for
the use or benefit of third parties; (iv) use the Software on Your products
other than those that include the Intel silicon product(s), platform(s), or
software identified in the Software; or (v) publish or provide any Software
benchmark or comparison test results. You acknowledge that an essential basis of
the bargain in this Agreement is that Intel grants You no licenses or other
rights including, but not limited to, patent, copyright, trade secret,
trademark, trade name, service mark or other intellectual property licenses or
rights with respect to the Software and associated documentation, by
implication, estoppel or otherwise, except for the licenses expressly granted
above. You acknowledge there are significant uses of the Software in its
original, unmodified and uncombined form. You may not remove any copyright
notices from the Software.
4. LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel
with materials, information, comments, suggestions, Your Derivatives or other
communication regarding the features, functions, performance or use of the
Software (“Feedback”). If any portion of the Software is provided or
otherwise made available by Intel in source code form, to the extent You provide
Intel with Feedback in a tangible form, You grant to Intel and its affiliates a
non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free,
fully paid-up and transferable license, to and under all of Your intellectual
property rights, whether perfected or not, to publicly perform, publicly
display, reproduce, use, make, have made, sell, offer for sale, distribute,
import, create derivative works of and otherwise exploit any comments,
suggestions, descriptions, ideas or other feedback regarding the Software
provided by You or on Your behalf.
5. OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS)
licensed pursuant to OSS license agreement(s) identified in the OSS comments in
the applicable source code file(s) and/or file header(s) provided with or
otherwise associated with the Software. Neither You nor any Original Equipment
Manufacturing, Original Device Manufacturing, customer, or distributor may
subject any proprietary portion of the Software to any OSS license obligations
including, without limitation, combining or distributing the Software with OSS
in a manner that subjects Intel, the Software or any portion thereof to any OSS
license obligation. Nothing in this Agreement limits any rights under, or grants
rights that supersede, the terms of any applicable OSS license.
6. THIRD PARTY SOFTWARE. Certain third party software provided with or within
the Software may only be used (a) upon securing a license directly from the
software owner or (b) in combination with hardware components purchased from
such third party and (c) subject to further license limitations by the software
owner. A listing of any such third party limitations is in one or more text
files accompanying the Software. You acknowledge Intel is not providing You with
a license to such third party software and further that it is Your
responsibility to obtain appropriate licenses from such third parties directly.
7. CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged
confidential information, as well as the Software are subject to the terms and
conditions of the Non-Disclosure Agreement(s) and/or Intel Pre-Release Loan
Agreement(s) (referred to herein collectively or individually as “NDA”)
entered into by and in force between Intel and You, and in any case no less
confidentiality protection than You apply to Your information of similar
sensitivity. If You would like to have a contractor perform work on Your behalf
that requires any access to or use of Software, You must obtain a written
confidentiality agreement from the contractor which contains terms and
conditions with respect to access to or use of Software no less restrictive than
those set forth in this Agreement, excluding any distribution rights and use for
any other purpose, and You will remain fully liable to Intel for the actions and
inactions of those contractors. You may not use Intel's name in any
publications, advertisements, or other announcements without Intel's prior
written consent.
8. NO OBLIGATION; NO AGENCY. Intel may make changes to the Software, or items
referenced therein, at any time without notice. Intel is not obligated to
support, update, provide training for, or develop any further version of the
Software or to grant any license thereto. No agency, franchise, partnership,
joint-venture, or employee-employer relationship is intended or created by this
Agreement.
9. EXCLUSION OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS
OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or
assume responsibility for the accuracy or completeness of any information, text,
graphics, links or other items within the Software.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES, LICENSORS
OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR IN RELATION
TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN
IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS
PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY IN PART NOT
APPLY TO YOU. THE SOFTWARE LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR
USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION
SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH
THE FAILURE OF THE SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. YOU MAY ALSO
HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE LIMITED
REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE
UNABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.
11. TERMINATION AND SURVIVAL. Intel may terminate this Agreement for any reason
with thirty (30) days’ notice and immediately if You or someone acting on Your
behalf or at Your behest violates any of its terms or conditions. Upon
termination, You will immediately destroy and ensure the destruction of the
Software or return all copies of the Software to Intel (including providing
certification of such destruction or return back to Intel). Upon termination of
this Agreement, all licenses granted to You hereunder terminate immediately. All
Sections of this Agreement, except Section 2, will survive termination.
12. GOVERNING LAW AND JURISDICTION. This Agreement and any dispute arising out
of or relating to it will be governed by the laws of the U.S.A. and Delaware,
without regard to conflict of laws principles. The Parties exclude the
application of the United Nations Convention on Contracts for the International
Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A.
will have exclusive jurisdiction over any dispute arising out of or relating to
this Agreement. The Parties consent to personal jurisdiction and venue in those
courts. A Party that obtains a judgment against the other Party in the courts
identified in this section may enforce that judgment in any court that has
jurisdiction over the Parties.
13. EXPORT REGULATIONS/EXPORT CONTROL. You agree that neither You nor Your
subsidiaries will export/re-export the Software, directly or indirectly, to any
country for which the U.S. Department of Commerce or any other agency or
department of the U.S. Government or the foreign government from where it is
shipping requires an export license, or other governmental approval, without
first obtaining any such required license or approval. In the event the Software
is exported from the U.S.A. or re-exported from a foreign destination by You or
Your subsidiary, You will ensure that the distribution and export/re-export or
import of the Software complies with all laws, regulations, orders, or other
restrictions of the U.S. Export Administration Regulations and the appropriate
foreign government.
14. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined
in 48 C.F.R. 2.101) consisting of commercial computer software and commercial
computer software documentation (as those terms are used in 48 C.F.R. 12.212).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You
will not provide the Software to the U.S. Government. Contractor or Manufacturer
is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
15. ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the
license(s) granted or any of Your rights or duties hereunder, expressly, by
implication, by operation of law, or otherwise and any attempt to do so, without
Intel’s express prior written consent, will be null and void. Intel may
assign, delegate and transfer this Agreement, and its rights and obligations
hereunder, in its sole discretion.
16. ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement
and any NDA with Intel constitute the entire agreement between the Parties with
respect to the subject matter hereof, and merge and supersede all prior or
contemporaneous agreements, understandings, negotiations and discussions.
Neither Party will be bound by any terms, conditions, definitions, warranties,
understandings, or representations with respect to the subject matter hereof
other than as expressly provided herein. In the event any provision of this
Agreement is unenforceable or invalid under any applicable law or applicable
court decision, such unenforceability or invalidity will not render this
Agreement unenforceable or invalid as a whole, instead such provision will be
changed and interpreted so as to best accomplish the objectives of such
provision within legal limits.
17. WAIVER. The failure of a Party to require performance by the other Party of
any provision hereof will not affect the full right to require such performance
at any time thereafter; nor will waiver by a Party of a breach of any provision
hereof constitute a waiver of the provision itself.
18. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE,
WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE PRIVACY NOTICE AT
HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES AND SHARES
INFORMATION ABOUT YOU.
APPENDIX A
INTEL END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
THE FOLLOWING NOTICE, OR TERMS AND CONDITIONS SUBSTANTIALLY IDENTICAL IN NATURE
AND EFFECT, MUST APPEAR IN THE DOCUMENTATION ASSOCIATED WITH THE INTEL-BASED
PRODUCT INTO WHICH THE SOFTWARE IS INSTALLED. MINIMALLY, SUCH NOTICE MUST APPEAR
IN THE USER GUIDE FOR THE PRODUCT. THE TERM “LICENSEE” IN THIS TEXT REFERS
TO THE END USER OF THE PRODUCT.
LICENSE. Licensee has a license under Intel’s copyrights to reproduce
Intel’s Software only in its unmodified and binary form, (with the
accompanying documentation, the “Software”) for Licensee’s personal use
only, and not commercial use, in connection with Intel-based products for which
the Software has been provided, subject to the following conditions:
(a) Licensee may not disclose, distribute or transfer any part of the Software,
and You agree to prevent unauthorized copying of the Software.
(b) Licensee may not reverse engineer, decompile, or disassemble the Software.
(c) Licensee may not sublicense the Software.
(d) The Software may contain the software and other intellectual property of
third party suppliers, some of which may be identified in, and licensed in
accordance with, an enclosed license.txt file or other text or file.
(e) Intel has no obligation to provide any support, technical assistance or
updates for the Software.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software
remains with Intel or its licensors or suppliers. The Software is copyrighted
and protected by the laws of the United States and other countries, and
international treaty provisions. Licensee may not remove any copyright notices
from the Software. Except as otherwise expressly provided above, Intel grants no
express or implied right under Intel patents, copyrights, trademarks, or other
intellectual property rights. Transfer of the license terminates Licensee’s
right to use the Software.
DISCLAIMER OF WARRANTY. The Software is provided “AS IS” without warranty of
any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. NEITHER INTEL NOR ITS LICENSORS OR SUPPLIERS WILL BE
LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER
UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF INTEL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate
Licensee to provide Intel with comments or suggestions regarding the Software.
However, if Licensee provides Intel with comments or suggestions for the
modification, correction, improvement or enhancement of (a) the Software or (b)
Intel products or processes that work with the Software, Licensee grants to
Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable,
royalty-free license, with the right to sublicense, under Licensee’s
intellectual property rights, to incorporate or otherwise utilize those comments
and suggestions.
TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license
at any time if Licensee is in breach of any of its terms or conditions. Upon
termination, Licensee will immediately destroy or return to Intel all copies of
the Software.
THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User
License Agreement and has the right to enforce all of its terms.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined
in 48 C.F.R. 2.101) consisting of commercial computer software and commercial
computer software documentation (as those terms are used in 48 C.F.R. 12.212),
consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4. You
will not provide the Software to the U.S. Government. Contractor or Manufacturer
is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
EXPORT LAWS. Licensee agrees that neither Licensee nor Licensee’s subsidiaries
will export/re-export the Software, directly or indirectly, to any country for
which the U.S. Department of Commerce or any other agency or department of the
U.S. Government or the foreign government from where it is shipping requires an
export license, or other governmental approval, without first obtaining any such
required license or approval. In the event the Software is exported from the
U.S.A. or re-exported from a foreign destination by Licensee, Licensee will
ensure that the distribution and export/re-export or import of the Software
complies with all laws, regulations, orders, or other restrictions of the U.S.
Export Administration Regulations and the appropriate foreign government.
APPLICABLE LAWS. This Agreement and any dispute arising out of or relating to it
will be governed by the laws of the U.S.A. and Delaware, without regard to
conflict of laws principles. The Parties to this Agreement exclude the
application of the United Nations Convention on Contracts for the International
Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A.
will have exclusive jurisdiction over any dispute arising out of or relating to
this Agreement. The Parties consent to personal jurisdiction and venue in those
courts. A Party that obtains a judgment against the other Party in the courts
identified in this section may enforce that judgment in any court that has
jurisdiction over the Parties.
Licensee’s specific rights may vary from country to country.
Intel and the Intel logo are registered trademarks of Intel Corporation or its
subsidiaries in the U.S. and/or other countries.
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