INTEL SOFTWARE LICENSE AGREEMENT (OEM / IHV / ISV Distribution & Single User) IMPORTANT - READ BEFORE
COPYING, INSTALLING OR USING. Do not use or load software from this site or any associated
materials (collectively, the "Software") until you have carefully read the following terms
and conditions. By loading or using the Software, you agree to the terms of this Agreement.
If you do not wish to so agree, do not install or use the Software. Please Also Note:
• If you are an Original Equipment Manufacturer (OEM), Independent Hardware Vendor (IHV)
or Independent Software Vendor (ISV), this complete LICENSE AGREEMENT applies;
• If you are an End-User, then only Exhibit A, the INTEL SOFTWARE LICENSE AGREEMENT,
applies. For OEMs, IHVs and ISVs: LICENSE. Subject to the terms of this Agreement, Intel grants
to You a nonexclusive, nontransferable, worldwide, fully paid-up license under Intel's copyrights
to: • Perform, display, distribute, and copy the Software internally for Your own development
and maintenance purposes; • copy and distribute Software to Your end-users, but only under
a license agreement with terms at least as restrictive as those contained in Intel's Final,
Single User License Agreement, attached as Exhibit A; and • copy and distribute the end-user
documentation, which may accompany the Software, but only in association with the Software.
If You are not the final manufacturer or vendor of a computer system or software program incorporating
the Software, then You may transfer a copy of the Software (and related end-user documentation)
to Your recipient for use in accordance with the terms of this Agreement, provided such
recipient agrees to be fully bound by the terms hereof. You shall not otherwise assign,
sublicense, lease, or in any other way transfer or disclose Software to any third party.
You shall not reverse- compile, disassemble or otherwise reverse-engineer the Software.
You may not subject the Software, in whole or in part, to any license obligations of
Open Source Software including without limitation combining or distributing the Software
with Open Source Software in a manner that subjects the Software or any portion of the Software
provided by Intel hereunder to any license obligations of such Open Source Software.
"Open Source Software" means any software that requires as a condition of use, modification
and/or distribution of such software that such software or other software incorporated
into, derived from or distributed with such software (a) be disclosed or distributed
in source code form; or (b) be licensed by the user to third parties for the purpose of
making and/or distributing derivative works; or (c) be redistributable at no charge.
Open Source Software includes, without limitation, software licensed or distributed
under any of the following licenses or distribution models, or licenses or distribution
models substantially similar to any of the following: (a) GNU’s General Public License (GPL)
or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public
License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL),
(f) the Sun Industry Source License (SISL), (g) the Apache Software license and
(h) the Common Public License (CPL). NO OTHER RIGHTS. The Software is protected by
the intellectual property laws of the United States and other countries, and international
treaty provisions. Except as otherwise expressly above, Intel grants no express or
implied rights under Intel patents, copyrights, trademarks, or other intellectual property rights.
Except as expressly stated in this Agreement, no license or right is granted to You directly or
by implication, inducement, estoppel or otherwise. Intel shall have the right to inspect or
have an independent auditor inspect Your relevant records to verify Your compliance with
the terms and conditions of this Agreement. CONFIDENTIALITY. If You wish to have a third party
consultant or subcontractor ("Contractor") perform work on Your behalf which involves access
to or use of Software, You shall obtain a written confidentiality agreement from the Contractor
which contains terms and obligations with respect to access to or use of Software no less
restrictive than those set forth in this Agreement and excluding any distribution rights,
and use for any other purpose. Otherwise, You shall not disclose the terms or existence of
this Agreement or use Intel's Name in any publications, advertisements, or other announcements
without Intel's prior written consent. You do not have any rights to use any Intel trademarks
or logos. OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains
with Intel or its suppliers. The Software is copyrighted and protected by the laws of
the United States and other countries, and international treaty provisions. You may not remove
any copyright notices from the Software. Intel may make changes to the Software, or to items
referenced therein, at any time without notice, but is not obligated to support or update
the Software. Except as otherwise expressly provided, Intel grants no express or implied
right under Intel patents, copyrights, trademarks, or other intellectual property rights.
You may transfer the Software only if the recipient agrees to be fully bound by these terms and
if you retain no copies of the Software. SUPPORT. Intel may make changes to the Software, or
to items referenced therein, at any time without notice, but is not obligated to support, update
or provide training for the Software. Intel may in its sole discretion offer such services
under separate terms at Intel’s then-current rates. You may request additional information on
Intel’s service offerings from an Intel sales representative. You agree to be solely responsible
to Your End Users for any update or support obligation or other liability which may arise from
the distribution of the Software. EXCLUSION OF OTHER 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 contained within the Software. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTEL OR
ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF 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 NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS
THAT VARY FROM JURISDICTION TO JURISDICTION. 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 SHALL INDEMNIFY AND HOLD INTEL AND THE INTEL PARTIES
HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEY FEES
ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE AND ANY CLAIM
OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF
SUCH CLAIM ALLEGES THAT AN INTEL PARTY WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF
THE SOFTWARE. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. INTEL WOULD NOT BE ABLE TO PROVIDE
THE SOFTWARE WITHOUT SUCH LIMITATIONS. TERMINATION OF THIS AGREEMENT. Intel may terminate this
Agreement immediately, upon notice from Intel, if You violate its terms. Upon termination, You will
immediately destroy the Software (including providing certification of such destruction back to Intel)
or return all copies of the Software to Intel. In the event of termination of this Agreement,
all licenses granted to You hereunder shall immediately terminate, except for licenses that you
have previously distributed to Your end-users pursuant to the license grant above. APPLICABLE LAWS.
Any claims arising under or relating to this Agreement shall be governed by the internal
substantive laws of the State of Delaware or federal courts located in Delaware, without regard to
principles of conflict of laws. Each Party hereby agrees to jurisdiction and venue in the courts
of the State of Delaware for all disputes and litigation arising under or relating to this Agreement.
The Parties agree that the United Nations Convention on Contracts for the International Sale
of Goods is specifically excluded from application to this Agreement. The Parties consent to
the personal jurisdiction of the above courts. EXPORT REGULATIONS / EXPORT CONTROL. You shall
not export, either directly or indirectly, any product, service or technical data or system
incorporating such items without first obtaining any required license or other approval from
the U. S. Department of Commerce or any other agency or department of the United States Government.
In the event any product is exported from the United States or re-exported from a foreign
destination by You, You shall ensure that the distribution and export/re-export or import of
the product is in compliance with all laws, regulations, orders, or other restrictions of
the U.S. Export Administration Regulations and the appropriate foreign government. You agree that
neither you nor any of your subsidiaries will export/re-export any technical data, process,
product, or service, directly or indirectly, to any country for which the United States government
or any agency thereof or the foreign government from where it is shipping requires an export
license, or other governmental approval, without first obtaining such license or approval.
GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item" as that term is defined in
48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software
documentation" as such 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 provide the Software to the U.S. Government as
an End User only pursuant to the terms and conditions therein. Contractor or Manufacturer is
Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052. 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, by way of merger (regardless of
whether You are the surviving entity) or acquisition, or otherwise and any attempt to do so,
without Intel’s express prior written consent, shall be null and void. Intel may assign
this Agreement, and its rights and obligations hereunder, in its sole discretion. ENTIRE AGREEMENT.
The terms and conditions of this Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and merges and supersedes all prior, contemporaneous
agreements, understandings, negotiations and discussions. Neither of the parties hereto shall be
bound by any conditions, definitions, warranties, understandings or representations with respect
to the subject matter hereof other than as expressly provided for herein. Intel is not obligated
under any other agreements unless they are in writing and signed by an authorized representative
of Intel. Without limiting the foregoing, terms and conditions on any purchase orders or similar
materials submitted by You to Intel, and any terms contained in Intel’s standard acknowledgment
form that are in conflict with these terms, shall be of no force or effect. ATTORNEYS’ FEES.
In the event any proceeding or lawsuit is brought by Intel or You in connection with this Agreement,
the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees
and reasonable attorneys’ fees, including costs and fees on appeal. NO AGENCY. Nothing contained
herein shall be construed as creating any agency, employment relationship, partnership,
principal-agent or other form of joint enterprise between the parties. SEVERABILITY. In the event
that any provision of this Agreement shall be unenforceable or invalid under any applicable law
or be so held by applicable court decision, such unenforceability or invalidity shall not render
this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall
be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid
provision within the limits of applicable law or applicable court decisions. WAIVER. The failure of
either party to require performance by the other party of any provision hereof shall not affect
the full right to require such performance at any time thereafter; nor shall the waiver
by either party of a breach of any provision hereof be taken or held to be a waiver of
the provision itself. LANGUAGE. This Agreement is in the English language only, which language
shall be controlling in all respects, and all versions of this Agreement in any other language
shall be for accommodation only and shall not be binding on you or Intel. All communications and
notices made or given pursuant to this Agreement, and all documentation and support to be provided,
unless otherwise noted, shall be in the English language. EXHIBIT “A” INTEL SOFTWARE LICENSE
AGREEMENT (Final, Single User) IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING. Do not use
or load software from this site or any associated materials (collectively, the "Software") until
you have carefully read the following terms and conditions. By loading or using the Software, you
agree to the terms of this Agreement. If you do not wish to so agree, do not install or use
the Software. LICENSE. You may copy the Software onto a single computer for your personal,
or internal business purpose use, and you may make one back-up copy of the Software, subject to
these conditions: • You may not copy, modify, rent, sell, distribute or transfer any part of
the Software except as provided in this Agreement, and you agree to prevent unauthorized copying
of the Software. • You may not reverse engineer, decompile, or disassemble the Software.
• You may not sublicense or permit simultaneous use of the Software by more than one user.
• The Software may contain the software or other property of third party suppliers, some of which
may be identified in, and licensed in accordance with, any enclosed “license.txt” file or other
text or file. OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains
with Intel or its suppliers. The Software is copyrighted and protected by the laws of
the United States and other countries, and international treaty provisions. You may not remove
any copyright notices from the Software. Intel may make changes to the Software, or to items
referenced therein, at any time without notice, but is not obligated to support or update
the Software. Except as otherwise expressly provided, Intel grants no express or implied right
under Intel patents, copyrights, trademarks, or other intellectual property rights. You may transfer
the Software only if the recipient agrees to be fully bound by these terms and if you retain
no copies of the Software. EXCLUSION OF OTHER 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 contained within the Software. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTEL OR ITS
SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF 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 NOT APPLY TO YOU. YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TERMINATION OF THIS AGREEMENT.
Intel may terminate this Agreement at any time if you violate its terms. Upon termination, you will
immediately destroy the Software or return all copies of the Software to Intel. APPLICABLE LAWS.
Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its
principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods.
You may not export the Software in violation of applicable export laws and regulations. Intel is
not obligated under any other agreements unless they are in writing and signed by an authorized
representative of Intel. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with
"RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions
as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by
the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or
Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052.
