PRE-RELEASE SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS
This Pre-Release Software License Agreement (“Agreement”) is made and entered into by and between Intel Corporation, located at 2200 Mission College Blvd., Santa Clara, CA 95052 (“Intel”), and [Licensee Name], located at [Licensee Address] (“You” or “Your”), for the use of the [Intel Industrial Virtualization Development Kit] software (the "Pre-Release Software"). The parties agree as follows:
- SCOPE OF USE. You may use the Pre-Release Software internally and solely for the purposes of evaluating Intel's Pre-Release Software and providing feedback to Intel regarding the Pre-Release Software. You agree that you will not market, offer for sale, sell, transfer, or distribute the Pre-Release Software to any third party (including, without limitation, any end customers, resellers, or distributors of your products). The Pre-Release Software may not be resold or used for any commercial or other purposes whatsoever.
- DEVELOPMENT SOFTWARE. You understand that the Pre-Release Software is still under development by Intel and/or Intel's suppliers. It may not be fully tested, may lack regulatory approvals, and may contain bugs or errors. Accordingly, you agree that the Pre-Release Software is not suitable for commercial release in its current state. Intel is not under any obligation to develop and/or release or offer for sale or license a final product based upon either the Pre-Release Software or any development platform related thereto and may unilaterally elect to abandon the Pre-Release Software or any such development platform at any time and without any obligation or liability whatsoever to you.
- LICENSE. Subject to the terms and conditions of this Agreement, Intel grants you a non-transferable, non-exclusive, non-sublicenseable limited license under Intel’s copyrights to test and evaluate the Pre-Release Software internally within Licensee’s facilities. Any third party software shall be governed by the terms of this Agreement; provided, however, that any open source software modules shall be governed solely in accordance with the terms of the accompanying open source software license agreement. You may not copy, distribute, reproduce, use, sublicense, or allow access to the Pre-Release Software unless expressly agreed to in writing by an authorized representative of Intel. You shall not disassemble, reverse-engineer, or decompile any software not provided to you in source code form.
- OWNERSHIP. All right, title, and interest in the intellectual property embodied in the Pre-Release Software, including any additions or modifications thereto proposed or suggested by You to Intel or the results of any other collaboration between You and Intel during the term of this Agreement, and accompanying materials, if any, are owned by Intel or its suppliers and licensors and may be protected by copyright, trademark, patent, and trade secret law and international treaties. Any rights, express or implied, in the intellectual property embodied in the foregoing, other than those specified in this Agreement, are reserved by Intel and its suppliers and licensors. You agree not to remove any proprietary notices from the Pre-Release Software and accompanying materials, if any, without prior written approval by Intel.
- CONFIDENTIALITY. The Pre-Release Software contains confidential and/or proprietary information of Intel and is subject to the Corporate Nondisclosure Agreement (CNDA) between you and Intel. Accordingly, you agree that you will not, nor will you authorize or permit any third party to, distribute, transfer, assign, sublicense, or otherwise disclose to any third party the Pre-Release Software or any part thereof or any other confidential or proprietary information of Intel provided in connection herewith, except as otherwise expressly provided in this Agreement.
- FEEDBACK. To assist Intel in identifying problems with and making improvements to the Pre-Release Software, Intel invites your feedback concerning any bugs, errors, or other problems discovered during the course of your evaluation or use of the Pre-Release Software. Intel shall have unrestricted rights to use such feedback to improve or modify the Pre-Release Software.
- EXCLUSION OF WARRANTIES. THE PRE-RELEASE SOFTWARE IS NON-QUALIFIED AND, AS SUCH, IS PROVIDED "AS IS" AND POSSIBLY WITH FAULTS. UNLESS EXPRESSLY AGREED OTHERWISE, INTEL DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE 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 Pre-Release 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 PRE-RELEASE SOFTWARE NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- EXPIRATION. This Agreement shall terminate twelve (12) months after acceptance of terms, except for paragraphs 1, 4, 5, 6, 7, 8, and 10, which shall survive termination or expiration. If no expiration date is set, the Agreement expires ninety (90) days after its execution. This Agreement shall automatically terminate upon release of a generally available commercial version of the software. Intel may terminate this Agreement immediately after a breach by Recipient. Upon termination, You agree not to use the Software for any purpose whatsoever, to promptly destroy or return the Pre-Release Software and any copy then in Your possession to Intel and to certify to Intel that all copies of the Pre-Release Software have been destroyed and returned.
- APPLICABLE LAW. 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.
- AUDIT. You agree to maintain accurate written records of the location and use of all copies of the Pre-Release Software in Your possession. To ensure compliance with the terms of this Agreement, Intel and its Licensors shall have the right during the term of this Agreement and for six (6) months thereafter, exercisable upon reasonable notice, to conduct an inspection and audit of such records and to obtain true and correct photocopies of such records, during Your regular business hours at Your offices, and in such a manner as not to interfere unreasonably with Your normal business activities.
- ASSIGNMENT. Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated (whether by operation of law or otherwise) by you without Intel's prior written consent.
- WAIVER AND AMENDMENT. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an officer of Intel. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. 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.
- SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
- EXPORT RESTRICTIONS. You acknowledge that the Pre-Release Software is subject to applicable import and export regulations of the United States and of the countries in which you transact business, specifically including U.S. Export Administration Act and Export Administration Regulations. You shall comply with such laws and regulations, as well as all other laws and regulations applicable to the Pre-Release Software. Without limiting the generality of the foregoing, you agree that you will not export, re-export, transfer, or divert any of the Pre-Release Software or the direct Pre-Release Software thereof to any restricted place or party in accordance with U.S. export regulations. Note that Pre-Release Software containing encryption may be subject to additional restrictions.