End
User License Agreement for the Intel(R) Software Development Products (Version
May 2018)
IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA -
PLEASE READ AND AGREE BEFORE COPYING, INSTALLING OR USING
This Agreement forms a legally binding contract between you, or the company or
other legal entity ("Legal Entity") for which you represent and
warrant that you have the legal authority to bind that Legal Entity, (each,
"You" or "Your") and Intel Corporation and its subsidiaries
(collectively "Intel") regarding Your use of the Materials. By
copying, installing, distributing, publicly displaying, or otherwise using the
Materials, You agree to be bound by the terms of this Agreement. If You do not
agree to the terms of this Agreement, do not copy, install, distribute,
publicly display, or use the Materials. You affirm that You are 18 years old or
older or, if not, Your parent, legal guardian or Legal Entity must agree and
enter into this Agreement.
1. LICENSE DEFINITIONS.
A. "Confidential Information" means all Materials (as defined below),
including any portions thereof, that are identified (in the product release
notes, on Intel's download website for the Materials or elsewhere) or labeled
as Intel confidential information or a similar legend.
B. "Excluded License" means a license that requires, as a condition
of use, modification, or distribution, that the licensed software or other
software incorporated into, derived from or distributed with such software (a)
be disclosed or distributed in Source Code form; (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. Excluded Licenses include, without
limitation, licenses that license or distribute software 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),
and (g) the Common Public License (CPL).
C. "Licensed Patent Claims" mean the claims of Intel's patents that
are necessarily and directly infringed by the reproduction and distribution of
the Materials that is authorized in Section 2 below, when the Materials are in
their unmodified form as delivered by Intel to You and not modified or combined
with anything else. Licensed Patent Claims are only those claims that Intel can
license without paying, or getting the consent of, a third party.
D. "Materials" mean the software, documentation, the software product
serial number, and other materials, including any modifications, updates and
upgrades thereto, that are provided to You under this Agreement. Materials also
include any Redistributables, Source Code, and Pre-Release Materials, as
defined below, but do not include Third Party Programs.
E. "Microsoft Platforms" mean any current and future Microsoft
operating system products, Microsoft run-time technologies (such as the .NET
Framework), and Microsoft application platforms (such as Microsoft Office or
Microsoft Dynamics) that Microsoft offers.
F. "Pre-Release Materials" mean the Materials, or portions thereof,
that are identified (in the product release notes, on Intel's download website
for the Materials or elsewhere) or labeled as pre-release, prototype, alpha or
beta code and as such the Pre-Release Materials are deemed to be pre-release
code not suitable for commercial release, which may not be fully functional or
tested and may contain bugs or errors, which Intel may substantially modify in
its development of a commercial version, and for which Intel makes no
assurances that it will ever develop or make generally available a commercial
version.
G. "Redistributables" mean the files (if any) listed in the
"redist.txt", "redist-rt.txt" or similarly-named text files
that may be included in the Materials for the applicable "Intel Software
Development Product."
H. "Sample Source Code" means those portions of the Materials that
are Source Code files and are identified as sample source code.
I. "Source Code" means the software (and not documentation or text)
portion of the Materials provided in human readable format, and includes
modifications to the Source Code that You make or are made on Your behalf as
expressly permitted under the terms of this Agreement.
J. "Third Party Programs" mean the files (if any) listed in the
"third-party-programs.txt" text file that may be included in the
Materials for the applicable software.
K. "Your Product" means one or more commercial applications or
products developed by or for You using the Materials.
L. "Your Project" means one or more noncommercial applications, which
may include open source applications, developed by or for You using the
Materials.
2. LICENSE GRANTS.
2.1 License for Commercial License Types. Subject to the terms and
conditions of this Agreement, including the applicable license type use
restrictions in Section 3.1 and other restrictions in Section 4 below, and
timely payment of any fees (if applicable), Intel grants You a non-exclusive,
worldwide, non-assignable (except as expressly permitted hereunder), limited
right and license for the term You obtained pursuant to Section 3:
A. under its copyrights, to:
(1) reproduce internally a reasonable number of copies of the Materials
for Your internal business use in accordance with the documentation or text
files included as part of the Materials; provided, however, that this license
does not include the right to sublicense and may only be exercised by You or
Your employees;
(2) use the Materials solely for Your internal business use to develop
Your Product, in accordance with the documentation or text files included as
part of the Materials, provided, however, that this license does not include
the right to sublicense and may only be exercised by You or Your employees;
(3) modify or create derivative works of the Materials, or any portions
thereof, that are provided in Source Code form, provided, however, that this
license does not include the right to sublicense and may be exercised only by
You or Your employees;
(4) publicly perform, publicly display, and distribute (directly and
through Your distributors, resellers and other channel partners) or otherwise
make publicly available the Redistributables, including any modifications to or
derivative works of the Redistributables made pursuant to Section 2.1.A(3), or
any portions thereof, subject to the following restrictions:
(a) any distribution of the Redistributables must only be as part of Your
Product which must add significantly more functionality than the
Redistributables themselves;
(b) any additional restrictions which may appear in the Redistributables
text files specified in Section 1.G above and in Section 4 below; and
(c) the license under Section 2.1.A(4) includes the right to sublicense
the Redistributables, but the sublicense rights are limited only to the
sublicensing of any Intel copyrights in the Redistributables and only to the
extent necessary to perform, display, and distribute the Redistributables
(including Your modifications and derivative works thereto) solely as
incorporated in Your Product.
(d) You (i) will be solely responsible to Your customers for any update,
support obligation or other liability which may arise from Your distribution of
Your Product, (ii) will not make any statement that Your Product is
"certified" or that its performance is guaranteed by Intel, (iii)
will not use Intel's name or trademarks to market Your Product without written
permission from Intel, (iv) will provide the Redistributables subject to a
license agreement that prohibits disassembly and reverse engineering of the
Redistributables except in cases where You provide Your Product subject to an
open source license that is not an Excluded License, (e.g., the BSD license or
the MIT license), (v) will indemnify, hold harmless, and defend Intel and its
suppliers from and against any claims or lawsuits, including attorney's fees,
that arise or result from Your modifications, derivative works or Your
distribution of Your Product.
and
B. under Intel's Licensed Patent Claims, to:
(1) make copies of the Materials only as specified in Section 2.1.A(1);
(2) use the Materials only as specified in Section 2.1.A(2); and
(3) offer to distribute, and distribute, but not sell, the
Redistributables only as part of Your Product, under Intel's copyright license
granted in Section 2.1(A), but only under the terms of that copyright license
and not as a sale (but this right does not include the right to sub-license);
And, provided further, that the license under the Licensed Patent Claims does
not and will not apply to, and Intel does not expressly grant You a patent
license in this Agreement to, any modifications to, or derivative works of, the
Materials, whether made by You, Your contractor, Your customer (which, for all
purposes under this Agreement, will mean either a customer, reseller,
distributor or other channel partner), or any third party even if the
modification and derivative works are permitted under 2.1.A(3).
2.2 License for Noncommercial License Types. Subject to the terms
and conditions of this Agreement, including the applicable license type use
restrictions in Section 3.2 and other restrictions in Section 4 below, and
timely payment of any fees (if applicable), Intel grants You a non-exclusive,
worldwide, non-assignable, limited right and license for the term You obtained
pursuant to Section 3, and under its copyrights, to:
A. reproduce a reasonable number of copies of the Materials internally and
use the Materials solely for Your internal evaluation, business or personal use
in accordance with the documentation or text files included as part of the
Materials, and for no commercial uses whatsoever; provided, however, that this
license does not include the right to sublicense and may only be exercised by
You or Your employees (if any);
B. modify or create derivative works of the Materials, or any portions
thereof, that are provided in Source Code form, provided, however, that this
license does not include a right to redistribute the modifications or
derivative works of the Materials, or the right to sublicense and may be
exercised only by You or Your employees (if any);
C. except for an evaluation license type, publicly perform, publicly
display, and distribute or otherwise make publicly available the
Redistributables, including any modifications to or derivative works of the
Redistributables made pursuant to Section 2.2.B, or any portions thereof only
for noncommercial uses, subject to the following restrictions:
(1) any distribution of the Redistributables must only be as part of Your
Project which must add significantly more functionality than the
Redistributables themselves;
(2) any additional restrictions which may appear in the Redistributables
text files specified in Section 1.G above and in Section 4 below; and
(3) the license under Section 2.2.C includes the right to sublicense the
Redistributables, but the sublicense rights are limited only to the
sublicensing of any Intel copyrights in the Redistributables and only to the
extent necessary to perform, display, and distribute the Redistributables
(including Your modifications and derivative works thereto) solely as
incorporated in Your Project.
(4) You (i) will be solely responsible for any update, support obligation or
other liability which may arise from Your distribution of Your Project, (ii)
will not make any statement that Your Project is "certified" or that
its performance is guaranteed by Intel, (iii) will not use Intel's name or
trademarks in connection with Your Project without written permission from Intel,
(iv) will provide the Redistributables subject to a license agreement that
prohibits disassembly and reverse engineering of the Redistributables except in
cases where You provide Your Project subject to an open source license that is
not an Excluded License (e.g., the BSD license or the MIT license), (v) will
indemnify, hold harmless, and defend Intel and its suppliers from and against
any claims or lawsuits, including attorney's fees, that arise or result from
Your modifications, derivative works or Your distribution of Your Project.
2.3 Third Party Programs and Other Intel Programs Licenses. Third
Party Programs, even if included with the distribution of the Materials, are
governed by separate license terms, including without limitation, third party
license terms, other Intel software license terms, and open source software
license terms. Such separate license terms (and not this Agreement) solely
govern Your use of the Third Party Programs.
3. LICENSE USE TYPES.
3.1 Commercial License Types. Commercial license types are provided under the
terms of the license set forth in Section 2.1.
A. Single Named-User License. If You obtain the Materials under a single
named-user license type, You may install the Materials on no more than three
(3) computers for use by a single user, provided that same user is using the
Materials only on one (1) computer at a time, subject to their compliance with
all of the terms and conditions of this Agreement. You may obtain either
a perpetual or time limited license. If You obtain a single named-user license
type that is also time limited, the term of Your license is specified on
Intel's download website, in the applicable documentation or controlled by the
serial number for the Materials.
B. Floating License. If You obtain the Materials under a floating license
type, You may (a) install the Materials on an unlimited number of computers
that are connected to the designated network and (b) use the Materials by no
more than the authorized number of concurrent users, subject to their
compliance with all of the terms and conditions of this Agreement. You may
obtain either a perpetual or time limited license. If You obtain a floating
license type that is also time limited, the term of Your license is specified
on Intel's download website, in the applicable documentation or controlled by
the serial number for the Materials.
C. Site License. If You obtain the Materials under a site license type (i.e.,
the Materials include the text file named
"site_license_materials.txt"), the files specified in that text file
may be installed on computer systems located only at a single site, and those
files may be accessed or used by an unlimited number of concurrent users,
subject to their compliance with all of the terms and conditions of this
Agreement. This is a perpetual license.
D. Community License. If You obtain the Materials under a community license
type, You may install the Materials on no more than three (3) computers for use
by a single user, provided that same user is using the Materials only on one
(1) computer at a time, subject to their compliance with all of the terms and
conditions of this Agreement. The Materials are provided under a time limited
license as specified on Intel's download website, in the applicable documentation
or controlled by the serial number for the Materials.
3.2 Noncommercial License Types. Noncommercial license types are provided
under the terms of the license set forth in Section 2.2.
A. Evaluation License. If You obtain the Materials under an evaluation
license type, You may install the Materials on no more than three (3) computers
for use by a single user, provided that same user is using the Materials only
on one (1) computer at a time, subject to their compliance with all of the
terms and conditions of this Agreement. You may not distribute any portion of
the Materials, and any application and/or product developed by You may only be
used for evaluation purposes and only for the term of the evaluation. The
Materials are provided under a time limited license as specified on Intel's
download website, in the applicable documentation or controlled by the serial
number for the Materials.
1) Pre-Release Materials. If the Materials You receive are Pre-Release
Materials, in addition to the license restrictions in Section 2.2 and the
restrictions in 3.2.A above, (i) You may not modify or incorporate the
Pre-Release Materials into any product You are developing; (ii) You may not
continue to use the Pre-Release Materials if and once a commercial version is released;
and (iii) You may not disclose to any third party any benchmarks, performance
results, or other information relating to the Pre-Release Materials.
B. Noncommercial Use License. If You obtain the Materials under a noncommercial
use license type, You may install the Materials on an unlimited number of
computers for use by a single user, provided that same user is using the
Materials only on one (1) computer at a time, subject to their compliance with
all of the terms and conditions of this Agreement. Any work performed or
produced as a result of use of the Materials cannot be performed or produced
for the benefit of other parties, including but not limited to, for a fee,
compensation or any other reimbursement or remuneration, or "not for profit."
The Materials are provided under a time limited license as specified on Intel's
download website, in the applicable documentation or controlled by the serial
number for the Materials.
C. Educational License. If You obtain the Materials under an educational
license type, You must be a teacher, professor, or a student and You may only
use the Materials for educational purposes. Any work performed or produced as a
result of use of the Materials cannot be performed or produced for the benefit
of other parties, including but not limited to, for a fee, compensation or any
other reimbursement or remuneration, or "not for profit." The
Materials are provided under a time limited license as specified on Intel's
download website, in the applicable documentation or controlled by the serial
number for the Materials. There are two educational license types as follows:
1) Single Named-User Educational License. If You obtain the Materials under a
single named-user educational license type, You may install the Materials on no
more than three (3) computers for use by a single user, provided that same user
is using the Materials only on one (1) computer at a time, subject to their
compliance with all of the terms and conditions of this Agreement.
2) Floating Educational License. If You obtain the Materials under a floating
educational license type, You may install the Materials on an unlimited number
of computers that are connected to a designated network and have no more than
the authorized number of concurrent individual users use the Materials, subject
to their compliance with all of the terms and conditions of this Agreement.
4. LICENSE CONDITIONS.
4.1 Restrictions. Except as expressly provided in this Agreement, You may
NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) rent or
lease the Materials to any third party; (iii) assign this Agreement or transfer
the Materials; (iv) modify, adapt, or translate the Materials in whole or in
part; (v) reverse engineer, decompile, or disassemble the Materials; (vi)
attempt to modify or tamper with the normal function of any license manager
that may regulate usage of the Materials; (vii) distribute, sublicense or
transfer the Source Code form of any components of the Materials or derivatives
thereof to any third party; (viii) distribute Redistributables except as part
of a larger program that adds significant primary functionality different from
that of the Redistributables; (ix) distribute the Redistributables to run on a
platform other than a Microsoft Platform if according to the accompanying user
documentation the Materials are meant to execute only on a Microsoft Platform;
(x) include the Redistributables in malicious, deceptive, or unlawful programs
or products; or (xi) modify, create a derivative work, link, or distribute the
Materials so that any part of it becomes subject to an Excluded License.
4.2 Safety, Critical, and Lifesaving Applications. Safety is Your
responsibility. To the extent You use the Materials to create, or as part of,
products used in safety-critical applications designed to comply with
functional safety standards or requirements ("Safety-Critical
Applications"), it is Your responsibility to design, manage and assure
system-level safeguards to anticipate, monitor and control system failures, and
You agree that You are solely responsible for all applicable regulatory
standards and safety-related requirements concerning Your use of the Materials
in Safety Critical Applications. The Materials are also not designed, intended,
or authorized for use in any type of a system or application in which the
failure of the Materials could create a situation where personal injury or
death may occur (e.g., medical systems, life sustaining or lifesaving
systems) ("Lifesaving Applications"). Should You use the
Materials for Safety-Critical Applications or Life-saving Applications, You
agree to indemnify, defend, and hold Intel and its representatives harmless
against all claims, costs, damages, and expenses, including reasonable attorney
fees arising in any way out of Your use of the Materials in Safety-Critical
Applications and claims of product liability, personal injury or death
associated with Lifesaving Applications; even if, for either type of
application, such claims alleges that Intel was negligent regarding the design
or manufacture of the Materials.
4.3 Third Party Contractor Use. If You are an entity with a
license pursuant to Section 3.1, Your contractors may use the Materials as
specified in Section 2 above, provided: (i) their use of the Materials is
solely on behalf of and in support of Your business, (ii) they agree to the
terms and conditions of this Agreement, and (iii) You are solely responsible
for their use of the Materials.
4.4 Media Format Codecs and Digital Rights Management. You acknowledge
and agree that Your use of the Materials or distribution of the Materials with
Your Product or Your Project as permitted by this license may require You to
procure license(s) from one or more third parties that may hold intellectual
property rights applicable to any media decoding, encoding or transcoding
technology (such as, for example, through use of an audio or video codec)
and/or digital rights management capabilities of the Materials, if any.
Should any such additional licenses be required, You are solely responsible for
obtaining any such licenses and agree to obtain any such licenses at Your own
expense.
4.5 Materials Transfer. You may only permanently transfer the
Materials you received pursuant to a license type listed in Section 3.1 above,
and all of Your rights under this Agreement, to another party
("Recipient") solely in conjunction with a change of ownership,
merger, acquisition, sale or transfer of all or substantially all of Your
business or assets, either voluntarily, by operation of law or otherwise
subject to the following: You must notify Intel of the transfer by sending a
letter to Intel (i) identifying the legal entities of Recipient and You, (ii)
identifying the Materials (i.e., the specific Intel software and version) and
the associated serial numbers to be transferred, (iii) certifying that You
retain no copies of the Materials or portions thereof, (iv) certifying that the
Recipient has agreed in writing to be bound by all of the terms and conditions
of this Agreement, (v) certifying that the Recipient has been notified that in
order to receive support from Intel for the Materials they must notify Intel in
writing of the transfer and provide Intel with the information specified in
subsection (ii) above along with the name and email address of the individual
assigned to use the Materials, and (vi) providing Your email address so that
Intel may confirm receipt of Your letter. Please send such letter to:
Intel Corporation
2111 NE 25th Avenue
Hillsboro, OR 97124
Attn: DPD Contracts Management, JF2-28
5. DATA COLLECTION AND PRIVACY.
5.1 Anonymous Data Collection by Materials. Certain Materials may generate
and collect anonymous data about the Materials and transmit it to Intel as a
one-time event during installation. This anonymous data collection may include,
but is not limited to, product name, product version, license type, support
type, and installation status. Anonymous data collection by the Materials does
not include: (a) any personal or personally identifiable data of You, an end
user or a data subject; (b) data or information identifying a business entity;
or (c) data or information about non-Intel software. The purpose of the
anonymous data collection by the Materials is to enable Intel to develop,
improve, and support Intel's products and services.
5.2 Provisioning Data Collection. Provisioning data may be collected and
transmitted to Intel as a one-time event during installation in order to
activate the Materials. This collection may be mandatory and a condition
of using the Materials in order to verify the right to use the Materials.
Provisioning data includes the Material's unique serial number and it may be
combined with other information about the Materials and Your computer.
Provisioning data is not shared with or disclosed to parties outside of Intel.
Intel may retain the provisioning data indefinitely.
5.3 Other Data Collection.
A. Collection of Registration Data. Some Materials may require registration of
the Materials with Intel during installation. The information currently
collected during registration is Your first name, Your last name, Your email,
Your company, and Your country. The registration information is subject to
change, however, You will be notified at the time of registration what information
will be collected, why it is being collected, how long it will be retained by
Intel, and how to have Your registration information removed from Intel's
registration database if You so choose to do so at a later date.
B. Optional Collection of Analytical Data. You may be given the option during
installation of the Materials to consent to the collection of analytical data.
Analytical data may include technical information about Your software
installation and runtime status (such as installation metrics, serial number,
counters, flags, and timestamps), and Your development environment (such as
operating system, CPU architecture, and other Intel products installed). You
will be notified at the time of installation what analytical data will be
collected if You agree to such collection, why it is being collected, how long
it will be retained by Intel, and how to stop the collection of analytical data
if You so choose to do so at a later date.
C. Required Collection of Analytical Data. For certain Materials, the
collection of analytical data as described in Section 4.3 B may be a
requirement of use. In these cases, You will be given notice and the option to
cancel the download or installation of the Materials if you do not wish to
consent to the collection of analytical data.
5.4 Intel's Privacy Notice. Intel is committed to respecting Your
privacy. To learn more about Intel's privacy practices, please visit
http://www.intel.com/privacy.
6. OWNERSHIP. Title to the Materials and all copies thereof remain
with Intel or its suppliers. The Materials are protected by intellectual
property rights, including without limitation, United States copyright laws and
international treaty provisions. You will not remove any copyright or
other proprietary notice from the Materials. You agree to prevent any
unauthorized copying of the Materials. Except as expressly provided
herein, no license or right is granted to You directly or by implication,
inducement, estoppel or otherwise; specifically Intel does not grant any
express or implied right to You under Intel patents, copyrights, trademarks, or
trade secrets.
7. NO WARRANTY AND NO SUPPORT. Disclaimer. Intel disclaims all
warranties of any kind and the terms and remedies provided in this Agreement
are instead of any other warranty or condition, express, implied or statutory,
including those regarding merchantability, fitness for any particular purpose,
non-infringement or any warranty arising out of any course of dealing, usage of
trade, proposal, specification or sample. Intel does not assume (and does
not authorize any person to assume on its behalf) any other liability.
Intel may make changes to the Materials, or to items referenced therein, at any
time without notice, but is not obligated to support, update or provide
training for the Materials under the terms of this Agreement. Intel may in its
sole discretion offer such support, updates or training services under separate
terms at Intel's then-current rates. You may request additional information on
Intel's service offerings from an Intel representative.
8. LIMITATION OF LIABILITY. Use of the Materials are at Licensee's
own risk. In no event will Intel or its suppliers be liable for any
direct, indirect, incidental, consequential, special, or other losses or
damages arising out of or related to this Agreement or Licensee's use of the
Materials, including without limitation, any of the following losses or damages
(whether such losses or damages were foreseen, foreseeable, known or
otherwise): (i) loss of revenue; (ii) loss of actual or anticipated
profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v)
loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss
of use of the Software; (ix) loss of reputation; (x) loss of, damage to, or
corruption of data; or (xi) any indirect, incidental special or consequential
loss of damage however caused (including loss or damage of the type specified
in this Section 6).
9. USER SUBMISSIONS. This Agreement does not obligate You to provide
Intel with materials, information, comments, suggestions or other communication
regarding the Materials. However, You agree that any material,
information, comments, suggestions or other communication You transmit or post
to an Intel website (including but not limited to, submissions to the Intel
Premier Support and/or other customer support websites or online portals) or
provide to Intel under this Agreement are not controlled by the International
Traffic in Arms Regulations (ITAR) or the Export Administration Regulation
(EAR), and if related to the features, functions, performance or use of the
Materials are deemed non-confidential and non-proprietary
("Communications"). Intel will have no obligations with respect
to the Communications. You hereby grant to Intel a non-exclusive,
perpetual, irrevocable, royalty-free, copyright license to copy, modify, create
derivative works, publicly display, disclose, distribute, license and
sublicense through multiple tiers of distribution and licensees, incorporate
and otherwise use the Communications and all data, images, sounds, text, and
other things embodied therein, including derivative works thereto, for any and
all commercial or non-commercial purposes. You are prohibited from posting or
transmitting to or from an Intel website or provide to Intel any unlawful,
threatening, libelous, defamatory, obscene, pornographic, or other material
that would violate any law. If You wish to provide Intel with information
that You intend to be treated as confidential information, Intel requires that
such confidential information be provided pursuant to a non-disclosure
agreement ("NDA"), so please contact Your Intel representative to
ensure the proper NDA is in place.
Nothing in this Agreement will be construed as preventing Intel from reviewing
Your Communications and errors or defects in Intel products discovered while
reviewing Your Communications. Furthermore, nothing in this Agreement will be
construed as preventing Intel from implementing independently-developed
enhancements to Intel's own error diagnosis methodology to detect errors or
defects in Intel products discovered while reviewing Your Communications or to
implement bug fixes or enhancements in Intel products. The foregoing may
include the right to include Your Communications in regression test suites.
10. NON-DISCLOSURE. The following provisions will apply if there is no
existing non-disclosure agreement between You and Intel. The Materials are the
Confidential Information of Intel. You will maintain the confidentiality of
Intel's Confidential Information with at least the same degree of care that You
use to protect Your own confidential and proprietary information, but no less
than a reasonable degree of care under the circumstances. You will only
disclose the Confidential Information to Your employees who have a need to know
and who agree to abide by nondisclosure terms at least as comprehensive as
those set forth herein; provided that You will be liable for breach by any such
employee. For the purposes of this Agreement, the term
"employee" will include Your independent contractors, who have signed
confidentiality agreements with You. You will not make any copies of the
Confidential Information except as necessary for Your employees with a need to
know. Any copies which are made will be identified as belonging to Intel
and marked "confidential", "proprietary" or with similar
legend. You will not be liable for the disclosure of any Confidential
Information which is (a) generally made available publicly or to third parties
by Intel without restriction on disclosure; (b) rightfully received from a
third party without obligation of confidentiality; (c) rightfully known to You
without any limitation on disclosure prior to Your receipt from Intel; (d) independently
developed by Your employees; or (e) required to be disclosed in accordance with
applicable laws, regulations, court, judicial or other government order,
provided that You will give Intel reasonable notice prior to such disclosure
and will comply with any applicable protective order.
11. TERMINATION OF THIS LICENSE. This Agreement becomes effective on the
date You accept this Agreement and will continue until terminated as provided
for in this Agreement. If You are using the Materials under a time-limited
license, for example an Evaluation License, this Agreement terminates without
notice on the last day of the time period, which is specified in the Materials
or on Intel's website, and/or controlled by the serial number for the
Materials. Intel may terminate this license immediately if You are in
breach of any of its terms and conditions and such breach is not cured within
thirty (30) days of written notice from Intel. Upon termination, You will
immediately return to Intel or destroy the Materials and all copies thereof. In
the event of termination of this Agreement, the license grant to any Materials
or Redistributables distributed by You in accordance with the terms and
conditions of this Agreement, prior to the effective date of such termination, will
survive any such termination of this Agreement. Sections 1, 5, 6, 7, 8, 9, 10,
11, 12, and 13 will survive expiration or termination of this Agreement.
12. U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software
covered by this license is a "Commercial Item," as such term is
defined by the FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer
software" and "commercial computer software documentation" as
specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202),
as applicable. This commercial computer software and related documentation is
provided to end users for use by and on behalf of the U.S. Government, with
only those rights as are granted to all other end users pursuant to the terms
and conditions herein. Use for or on behalf of the U.S. Government is permitted
only if the party acquiring or using this software is properly authorized by an
appropriate U.S. Government official. This use by or for the U.S. Government
clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision
that addresses Government rights in the computer software or documentation
covered by this license. All copyright licenses granted to the U.S.
Government are coextensive with the technical data and computer software
licenses granted herein. The U.S. Government will only have the right to
reproduce, distribute, perform, display, and prepare derivative works as needed
to implement those rights.
13. GENERAL PROVISIONS.
13.1 ENTIRE AGREEMENT. This Agreement contains the complete and exclusive
agreement and understanding between the parties concerning the subject matter
of this Agreement, and supersedes all prior and contemporaneous proposals,
agreements, understanding, negotiations, representations, warranties, conditions,
and communications, oral or written, between the parties relating to the same
subject matter. This Agreement, including without limitation its termination,
has no effect on any signed non-disclosure agreements between the parties,
which remain in full force and effect as separate agreements to their terms.
Each party acknowledges and agrees that in entering into this Agreement it has
not relied on, and will not be entitled to rely on, any oral or written
representations, warranties, conditions, understanding, or communications
between the parties that are not expressly set forth in this Agreement. The
express provisions of this Agreement control over any course of performance,
course of dealing, or usage of the trade inconsistent with any of the provisions
of this Agreement. The provisions of this Agreement will prevail
notwithstanding any different, conflicting, or additional provisions that may
appear on any purchase order, acknowledgement, invoice, or other writing issued
by either party in connection with this Agreement. No modification or amendment
to this Agreement will be effective unless in writing and signed by authorized
representatives of each party, and must specifically identify this Agreement by
its title and version (e.g., "End User License Agreement for the Intel(R)
Software (Version May 2018)); except that Intel may make changes to the
Agreement as it distributes new versions of the Materials. When these changes
are made, Intel will make a new version of the Agreement available on its website:
https://software.intel.com/en-us/articles/end-user-license-agreement. If
You received a copy of this Agreement translated into another language, the
English language version of this Agreement will prevail in the event of any
conflict between versions.
13.2 EXPORT. You acknowledge that the Materials and all related technical
information are subject to export controls under the laws and regulations of
the United States and any other applicable governments. You agree to comply
with these laws and regulations governing export, re-export, import, transfer,
distribution, and use of the Materials. In particular, but without limitation,
the Materials may not be exported or re-exported (a) into any U.S. embargoed
countries or (b) to any person or entity listed on a denial order published by
the U.S. government or any other applicable governments. By using the
Materials, You represent and warrant that You are not located in any such
country or on any such list. You also agree that You will not use the Materials
for any purposes prohibited by the U.S. government or other applicable
governments, including, without limitation, the development, design,
manufacture or production of nuclear, missile, chemical or biological weapons.
You confirm that the Materials will not be re-exported or sold to a third party
who is known or suspected to be involved in activities including, without
limitation, the development, design, manufacture, or production of nuclear,
missile, chemical or biological weapons.
13.3 GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of
or related to this Agreement, whether based on contract, tort, or any other
legal or equitable theory, will in all respects be governed by, and construed
and interpreted under, the laws of the United States of America and the State
of Delaware, without reference to conflict of laws principles. The parties
agree that the United Nations Convention on Contracts for the International
Sale of Goods (1980) is specifically excluded from and will not apply to this
Agreement. All disputes arising out of or related to this Agreement, whether
based on contract, tort, or any other legal or equitable theory, will be
subject to the exclusive jurisdiction of the courts of the State of Delaware or
of the Federal courts sitting in that State. Each party submits to the personal
jurisdiction of those courts and waives all objections to that jurisdiction and
venue for those disputes.
13.4 SEVERABILITY. The parties intend that if a court holds that any
provision or part of this Agreement is invalid or unenforceable under
applicable law, the court will modify the provision to the minimum extent
necessary to make it valid and enforceable, or if it cannot be made valid and
enforceable, the parties intend that the court will sever and delete the
provision or part from this Agreement. Any change to or deletion of a provision
or part of this Agreement under this Section will not affect the validity or
enforceability of the remainder of this Agreement, which will continue in full force
and effect.
* Other names and brands may be claimed as the property of others