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 distribute
the 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.
You will not otherwise assign, sublicense, lease, or in any other way transfer or disclose
Software to any third party. You will 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 will 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 will 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 will 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 WILL 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 WILL
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 will 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 will 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 will 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 will 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.
U.S. GOVERNMENT CONTRACT PROVISIONS. No Government procurement
regulation or contract clauses or provision will be considered a part of any transaction
between the parties under this Agreement unless its inclusion is required by statute, or
mutually agreed upon in writing by the parties in connection with a specific transaction.
The technical data and computer software covered by this license is a “Commercial
Item,” as that 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 under the terms and conditions in this Agreement.
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 in this Agreement. The U.S. Government will only have the right to
reproduce, distribute, perform, display, and prepare Derivative Works as needed to
implement those rights.
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, will 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 will 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, will be of no force or effect.
No Agency. Nothing contained herein will 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 will be unenforceable or
invalid under any applicable law or be so held by applicable court decision, such
unenforceability or invalidity will not render this Agreement unenforceable or invalid as
a whole, and, in such event, such provision will 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 will not affect the full right to require such performance at any time
thereafter; nor will 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 will be
controlling in all respects, and all versions of this Agreement in any other language will
be for accommodation only and will 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, will 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 WILL 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 will 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 agree to jurisdiction and venue in
the courts of the State of Delaware for all disputes and litigation arising under or
relating to this Agreement. 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.
U.S. GOVERNMENT CONTRACT PROVISIONS. No Government procurement
regulation or contract clauses or provision will be considered a part of any transaction
between the parties under this Agreement unless its inclusion is required by statute, or
mutually agreed upon in writing by the parties in connection with a specific transaction.
The technical data and computer software covered by this license is a “Commercial
Item,” as that 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 under the terms and conditions in this Agreement.
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 in this Agreement. The U.S. Government will only have the right to
reproduce, distribute, perform, display, and prepare Derivative Works as needed to
implement those rights.
