INTEL SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
THIS LICENSE GOVERNS YOUR USE OF THE ACCOMPANYING SOFTWARE AND DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR COPYING ALL OR ANY PART OF THE SOFTWARE COMPONENTS IN THIS PACKAGE, YOU (“YOU” OR “LICENSEE”) AGREE TO THE TERMS OF THIS AGREEMENT. DO NOT INSTALL OR COPY THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT WISH TO SO AGREE, DO NOT INSTALL OR USE THE SOFTWARE OR PROMPTLY RETURN THE SOFTWARE TO INTEL CORPORATION (“INTEL”).
Copyright © 2009 Intel Corporation. All rights reserved
Subject to the terms of this Agreement including all restrictions below, Intel Corporation ("Intel") grants to you the following non-exclusive, non-transferable, royalty-free copyright licenses in the Software.
You may reproduce, create derivative works of, and distribute derivative works of the Software ("Distributable Software") in executable form, ONLY with, or as part of, Your Product (as defined below) subject to the restrictions set forth in this Agreement. Distribution for any other purpose or in any other manner is prohibited under this license.
Subject to the terms and conditions of this Agreement, with respect to the Software, Intel grants You a non-exclusive, non-transferable license (without the right to sublicense except to distribute the Software to the extent incorporated into Distributable Software), under those claims of Intel’s patents that (a) are infringed by the Software (as delivered by Intel) and (b) Intel has the right to license, to make, use, sell, offer to sell and import the Software solely to the minimum extent necessary for You to exercise the rights under the copyright licenses granted above. This patent license shall apply solely to the Software alone and not in combination with other software or hardware, as delivered by Intel, and not to any modifications to the Software, even if permitted under the licenses granted above.
II. DISTRIBUTION RESTRICTIONS:
A. "Your Product" must be: (1) a hardware product that includes an Intel processor ("Your Hardware Product"); and/or (2) software that runs on or interfaces with an Intel processor; and which also includes a substantial amount of software functionality, software modifications and/or hardware that differentiates it from the Software as provided by Intel ("Your Software Product").
B. You may only distribute the Distributable Software as part of Your Product in accordance with Paragraphs C or D of this Section II.
C. DISTRIBUTION TO END USERS. An "End User" is a party that is being provided Your Hardware Product for its own use, and not for the purpose of further distribution, resale, or furnishing Your Hardware Product to a third party.
You may distribute the Distributable Software to End Users as part of Your Hardware Product subject to the condition that each End User enters into a written agreement (enforceable "shrink-wrap" or "click to accept" licenses are permissible) with the entity or person to whom you are distributing such software that (i) prohibits copying and distribution of the Distributable Software; (ii) prohibits use of the Distributable Software except with Your Hardware Product; and (iii) has substantially the same license terms specified in the attached end user license agreement set forth in the Appendix.
D. DISTRIBUTION TO OTHERS. You may distribute the Distributable Software only as part of Your Software Product to parties other than End Users subject to the condition that each such party enters into a written agreement (enforceable “shrink-wrap” or “click to accept” licenses are permissible) with you that (i) requires reproduction of the above copyright notice and the following disclaimer in the documentation and/or other materials provided with the distribution; (ii) prohibits use of the Intel Corporation name or the names of its suppliers to endorse or promote products derived from the Software without specific prior written permission;(iii) prohibits reverse engineering, decompilation, or disassembly of the Software; (iv) prohibits use of the Distributable Software except with Your Product; and (v) includes terms that are at least as protective of Intel as the terms and conditions specified in Section III of this Agreement .
E. OTHER DISTRIBUTION RESTRICTIONS. Distribution of the Distributable Software is subject to the following conditions: (i) You are solely responsible to Your direct or indirect customers, distributors, sub-distributors and End Users for any warranty, update or support obligations or other liability which may arise from distribution of the Distributable Software hereunder, (ii) You shall not make any statement that Your Product is "certified," or that its performance is guaranteed, by Intel, (iii) You shall not use Intel's name or trademarks to market Your Product without written permission, and (iv) You shall indemnify, hold harmless, and defend Intel (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Intel's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from distribution of the Distributable Software pursuant to this Agreement
OPEN SOURCE SOFTWARE RESTRICTIONS. Unless expressly permitted elsewhere in this license, You may not combine or distribute the Software with Open Source Software (as defined below) or with software developed using Open Source Software (e.g., tools) in a manner that subjects Intel or any portion of the Software provide by Intel hereunder to any license obligations of such Open Source Software. "Open Source Software" means any software licensed under terms requiring that other software combined or distributed with such software: (i) be disclosed or distributed in source code form; (ii) be licensed on terms inconsistent with the terms of this Agreement.
NO SUPPORT UNDER THIS LICENSE AGREEMENT. Intel has no obligation to support the Software under this Agreement.
EXPORT. You shall NOT export, either directly or indirectly, any product, service or technical data or system incorporating Software 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 Software 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 Software is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. You shall NOT 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.
OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY. Title to all copies of the Software and any intellectual property therein remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and by 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 not transfer the Software.
THIRD PARTY LICENSES: The Software may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed “third party license.txt” file or other similarly-named text or file.
DISCLAIMER 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 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. 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. 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. It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of the “License” or “Distribution” sections of this Agreement by You will cause Intel irreparable damage for which recovery of money damages would be inadequate, and that Intel therefore shall be entitled to obtain timely injunctive relief to protect this Intel’s rights under this Agreement in addition to any and all remedies available at law.
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 U.S. Government as an End User only pursuant to the terms and conditions therein. You shall provide the Software to foreign governments in an equivalent manner as described in this Section.
REVERSE ENGINEERING. You may not reverse-assemble, reverse-compile, or otherwise reverse-engineer any software provided solely in executable form.
ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between You and Intel and supersedes in their entirety any and all oral or written agreements previously existing between You and Intel with respect to the subject matter hereof. For the avoidance of doubt, this Agreement shall in no way supersede any terms and conditions of any third-party software license agreement.
Your specific rights may vary from country to country.
INTEL END USER SOFTWARE LICENSE AGREEMENT
THIS LICENSE GOVERNS YOUR USE OF THE ACCOMPANYING SOFTWARE AND DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR COPYING ALL OR ANY PART OF THE SOFTWARE COMPONENTS IN THIS PACKAGE, YOU (“YOU” OR “LICENSEE”) AGREE TO THE TERMS OF THIS AGREEMENT. DO NOT INSTALL OR COPY THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE TO INTEL CORPORATION (“INTEL”).
- LICENSE: Intel hereby grants You a license under its copyrights to copy Intel’s Software in binary form (the “Software”) onto your organization's computers for your organization's internal use only in connection with an Intel hardware-based server board, system or accessory (the “Intel Hardware”) for which such Software has been provided. You may make a reasonable number of back-up copies of the Software, subject to these conditions:
- You may not disclose, 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 the Software.
- The Software may contain the software and other 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.
- Intel has no obligation to provide any support or technical assistance for the Software.
- 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 above, 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. Transfer of the license terminates your right to use the Software.
- DISCLAIMER OF WARRANTY: Intel warrants that the media on which the Software is furnished will be free from defects in material and workmanship under normal use for a period of ninety (90) days from the date of purchase. Intel's entire liability and your exclusive remedy shall be the replacement of the Software if the media on which the Software is furnished proves to be defective. This warranty is void if the media defect has resulted from accident, abuse, or misapplication. Any replacement of media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Except as provided above, 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 SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, NOR FOR 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.
- AUDIT: Intel reserves the right to conduct or have conducted audits to verify Your compliance with this Agreement.
- LICENSE TO USE COMMENTS AND SUGGESTIONS: This Agreement does NOT obligate You to provide Intel with comments or suggestions regarding the Software. However, should You provide Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or (b) Intel products or processes which work with the Software, you hereby grant to Intel a non-exclusive, worldwide, royalty-free license, with the right to sublicense Intel’s licensees and customers, under your intellectual property rights, the rights to use and disclose such comments and suggestions in any manner Intel chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Intel’s and its sublicensees’ products embodying such comments and suggestions in any manner and via any media Intel chooses, without reference to the source and subject to any confidentiality obligations that may exist between You and Intel.
- TERMINATION OF THIS LICENSE: Intel may terminate this license at any time if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy the Software or return all copies of the Software to Intel along with any copies You have made.
- U.S. 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 FAR54-227-14 and DFAR252-227-7013 et seq or its successor. Use of this Software by the Government constitutes acknowledgment of Intel's proprietary rights in the Software. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.
- EXPORT LAWS: You agree that neither the Software nor the direct product thereof is intended to be shipped either directly or indirectly to country groups Q, S, W, Y, Z, Afghanistan or the People's Republic of China, unless a validated export license is obtained from the U.S. Department of Commerce.
- APPLICABLE LAWS: This Agreement is governed by the laws of the state 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.
Your specific rights may vary from country to country.