1 Note: There are multiple End User License Agreements in this document. Please read to the end:
3 IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
4 Do not copy, install, distribute, publicly display, or use the Materials (as
5 defined below) provided under this license agreement ("Agreement") until you
6 ("You" or "Your") have carefully read and agreed to the following terms and
9 This Agreement forms a legally binding contract between You and Intel
10 Corporation ("Intel") regarding Your use of the Materials. By copying,
11 installing, distributing, publicly displaying, or otherwise using the Materials,
12 You agree to be bound by the terms of this Agreement. If You do not agree to
13 the terms of this Agreement, do not copy, install, distribute, publicly display,
16 If You are agreeing to the terms and conditions of this Agreement on behalf of a
17 company or other legal entity, You represent and warrant that You have the legal
18 authority to bind that legal entity to the Agreement, in which case, "You" or
19 "Your" will mean such entity.
21 Third Party Programs (as defined below), even if included with the distribution
22 of the Materials, are governed by separate third party license terms, including
23 without limitation, open source software license terms. Such third party license
24 terms (and not this Agreement) govern Your use of the Third Party Programs, and
25 Intel is not liable for the Third Party Programs.
27 End User License Agreement for the Intel(R) Software Development Products
31 1. LICENSE DEFINITIONS:
33 A. "Confidential Information" means all Materials (as defined below),
34 including without limitation, any Pre-Release Materials, that are identified
35 (in the product release notes, on Intel's download website for the Materials
36 or elsewhere) or labeled as Intel confidential information or a similar
39 B. "Excluded License" means a license that requires, as a condition of use,
40 modification, or distribution, that the licensed software or other software
41 incorporated into, derived from or distributed with such software (a) be
42 disclosed or distributed in Source Code form; (b) be licensed by the user to
43 third parties for the purpose of making and/or distributing derivative works;
44 or (c) be redistributable at no charge. Excluded Licenses include, without
45 limitation, licenses that license or distribute software under any of the
46 following licenses or distribution models, or licenses or distribution models
47 substantially similar to any of the following: (a) GNU's General Public
48 License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g.,
49 PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e)
50 the Sun Community Source License (SCSL), (f) the Sun Industry Source License
51 (SISL), and (g) the Common Public License (CPL).
53 C. "IPP Sample Source" is the Source Code file(s) that: (i) demonstrates
54 certain limited functions included in the binary libraries of the Intel(R)
55 Integrated Performance Primitives ("Intel(R) IPP"); (ii) is identified as
56 Intel IPP sample source code; (iii) is obtained separately from Intel after
57 You register Your copy of the Intel(R) IPP product with Intel; and (iv) is
58 subject to all of the terms and conditions of this Agreement.
60 D. "Licensed Patent Claims" means the claims of Intel's patents that are
61 necessarily and directly infringed by the reproduction and distribution of
62 the Materials that is authorized in Section 2 below, when the Materials is in
63 its unmodified form as delivered by Intel to You and not modified or combined
64 with anything else. Licensed Patent Claims are only those claims that Intel
65 can license without paying, or getting the consent of, a third party.
67 E. "Materials" are defined as the software, documentation, the software
68 product serial number and license key codes (if applicable), and other
69 materials, including any modifications, updates and upgrades thereto, that
70 are provided to You under this Agreement. Materials also include any
71 Redistributables, Source Code, and Pre-Release Materials, as defined below
72 but do not include Third Party Programs.
74 F. "Microsoft Platforms" means any current and future Microsoft operating
75 system products, Microsoft run-time technologies (such as the .NET
76 Framework), and Microsoft application platforms (such as Microsoft Office or
77 Microsoft Dynamics) that Microsoft offers.
79 G. "Redistributables" are the files listed in the following text files that
80 may be included in the Materials for the applicable Intel Software
81 Development Product: clredist.txt, credist.txt, fredist.txt, redist.txt, and
84 H. "Sample Source Code" is those portions of the Materials that are Source
85 Code files and are identified as sample source code, including without
86 limitation, the IPP Sample Source.
88 I. "Source Code" is defined as the software (and not documentation or text)
89 portion of the Materials provided in human readable format, and includes
90 modifications that You make or are made on Your behalf as expressly permitted
91 under the terms of this Agreement.
93 J. "Third Party Programs" (if any) are the files listed in the
94 "third-party-programs.txt" text file that may be included in the Materials
95 for the applicable software.
97 K. "Your Product" means one or more applications or products developed by or
98 for You using the Materials.
101 2. CONSENT. You agree that Intel, its subsidiaries or suppliers may collect and
102 use technical and related information, including but not limited to the software
103 product serial number, technical information about Your computer, system and
104 application software, and peripherals, that is gathered periodically to
105 facilitate the provision of software updates, product support and other services
106 to You (if any) related to the Materials, and to verify compliance with the
107 terms of this Agreement. Intel may use this information, as long as it is in a
108 form that does not personally identify You, to improve our products or to
109 develop and provide services or technologies.
113 3.1 Subject to the terms and conditions of this Agreement, and timely
114 payment of any fees (if applicable), Intel grants You a non-exclusive,
115 worldwide, perpetual, non-assignable (except as expressly permitted hereunder),
116 limited right and license:
118 A. under its copyrights, to:
120 (1) reproduce internally copies of the Materials for your internal use in
121 accordance with the applicable license rights and restrictions specified in
122 Section 4.D below; provided, however, that this license does not include the
123 right to sublicense and may only be exercised by You or Your employees and
124 only within Your facilities;
126 (2) use the Materials solely for Your internal use to develop Your
127 Product, in accordance with the applicable license rights and restrictions
128 specified in Section 4.D below and the documentation or text files included
129 as part of the Materials; provided, however, that this license does not
130 include the right to sublicense and may only be exercised by You or Your
131 employees and only within Your facilities;
133 (3) modify or create derivative works of the Materials, or any portions
134 thereof, that are provided in Source Code form, provided, however, that this
135 license does not include the right to sublicense and may be exercised only by
136 You or Your employees and only within Your facilities;
138 (4) publicly perform, display, and distribute (directly and through Your
139 distributors, resellers and other channel partners) or otherwise make
140 publicly available the Redistributables, including any modifications to or
141 derivative works of the Redistributables made pursuant to Section 3.1.A(3),
142 or any portions thereof, subject to the following restrictions:
144 (i) any distribution of the Redistributables must only be as part of
145 Your Product which must add significantly more functionality than the
146 Redistributables themselves;
148 (ii) any additional restrictions which may appear in the
149 Redistributables text files specified in Section 1.G above and in
152 (iii) the license under Section 3.1.A(4) includes the right to
153 sublicense the Redistributables, but the sublicense rights are
154 limited to sublicensing of any Intel copyrights in the
155 Redistributables and only to the extent necessary to perform,
156 display, and distribute the Redistributables (including Your
157 modifications and derivative works thereto) solely as incorporated
158 in Your Product. IF YOU RECEIVED THE MATERIALS FOR EVALUATION,
159 HOWEVER, YOU HAVE NO RIGHTS TO DISTRIBUTE THE REDISTRIBUTABLES,
160 INCLUDING WITHOUT LIMITATION, ANY PORTIONS, MODIFICATIONS OR
164 B. under Intel's Licensed Patent Claims, to:
166 (1) make copies of the Materials internally only;
168 (2) use the Materials internally only; and
170 (3) offer to distribute, and distribute, but not sell, the
171 Redistributables only as part of Your Product, under Intel's copyright
172 license granted in Section 3.1(A), but only under the terms of that copyright
173 license and not as a sale (but this right does not include the right to
176 (4) provided, further, that the license under the Licensed Patent Claims
177 does not and will not apply to any modifications to, or derivative works of,
178 the Materials, whether made by You, Your customer (which, for all purposes
179 under this Agreement, will mean either a customer, reseller, distributor or
180 other channel partner), or any third party even if the modification and
181 derivative works are permitted under 3.1(A)(3).
183 3.2 If the Materials You receive are packaged, as a single orderable item
184 (i.e., as a single SKU), with hardware that includes one or more Intel
185 manufactured microprocessors ("Intel Target Hardware"), then the licenses
186 granted in Section 3.1 above are restricted to the sole purpose of producing and
187 releasing Your Product to execute on computer systems that include the same or
188 new versions of the Intel manufactured microprocessor included in the Intel
191 Intel expressly does not grant You a patent license in this Agreement to any
192 modifications or derivative works of the Materials, whether made by You, Your
193 contractor, Your customer, or any other third party in creating the derivative
194 works even to the extent creation of derivative works is permitted under Section
198 4. LICENSE CONDITIONS:
200 A. If You are an entity, each of Your employees and Your contractors may use
201 the Materials as specified in Section 3 above, provided: (i) their use of the
202 Materials is solely on behalf of and in support of Your business, (ii) they
203 agree to the terms and conditions of this Agreement, and (iii) You are solely
204 responsible for their use of the Materials.
206 B. If Your Product is a software development library, then attribution (if
207 any), as specified in the product release notes of the corresponding
208 Materials shall be displayed prominently in Your Product's associated
209 documentation and on the web site (if any) for Your Product.
211 C. If You receive Your first copy of the Materials electronically, and a
212 second copy on media, then you may use the second copy only in accordance
213 with Your applicable license stated in this Agreement, or for backup or
214 archival purposes. You may not provide the second copy to another user.
216 D. Except as expressly provided in this Agreement, You may NOT: (i) use,
217 copy, distribute, or publicly display the Materials; (ii) rent or lease the
218 Materials to any third party; (iii) assign this Agreement or transfer the
219 Materials; (iv) modify, adapt, or translate the Materials in whole or in
220 part; (v) reverse engineer, decompile, or disassemble the Materials; (vi)
221 attempt to modify or tamper with the normal function of any license manager
222 that may regulate usage of the Materials; (vii) distribute, sublicense or
223 transfer the Source Code form of any components of the Materials or
224 derivatives thereof to any third party; (viii) distribute Redistributables
225 except as part of a larger program that adds significant primary
226 functionality different from that of the Redistributables; (ix) distribute
227 the Redistributables to run on a platform other than a Microsoft Platform if
228 according to the accompanying user documentation the Materials are meant to
229 execute only on a Microsoft Platform; (x) include the Redistributables in
230 malicious, deceptive, or unlawful programs or products; or (xi) modify,
231 create a derivative work, link, or distribute the Materials so that any part
232 of it becomes subject to an Excluded License.
234 E. The scope and term of Your license depends on the type of license You are
235 provided by Intel. The variety of license types are set forth below, which
236 may not be available for all "Intel(R) Software Development Products" and
237 therefore may not apply to the particular Materials You are licensing. For
238 more information on the types of licenses, please contact Intel or Your sales
241 i. PRE-RELEASE LICENSE: If the Materials, or portions thereof, are identified
242 (in the product release notes, on Intel's download website for the Materials
243 or elsewhere) or labeled as pre-release ("Pre-Release Materials"), (a) the
244 Pre-Release Materials are deemed to be pre-release code (e.g., alpha or beta
245 release, etc.), which may not be fully functional and which Intel may
246 substantially modify in development of a commercial version, and for which
247 Intel makes no assurances that it will ever develop or make generally
248 available a commercial version,and (b) You have the right to use the
249 Pre-Release Materials only for the duration of the pre-release term, which is
250 specified in the product release notes, on Intel's download website for the
251 Materials or elsewhere, or until the commercial release, if any, of the
252 Pre-Release Materials, whichever is shorter, and (c) Your right to use the
253 Pre-Release Material is also restricted to the license type (i.e., Evaluation
254 License, Named-User License, Floating License, specified below) issued to You
255 for the Pre-Release Materials.
257 ii. EVALUATION LICENSE: If You obtained the Materials pursuant to an
258 evaluation license, You may use the Materials only for internal evaluation
259 purposes and only for the term of the evaluation period, as specified on
260 Intel's download website or which may be controlled by the license key for
261 the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS
262 AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE
263 APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION
264 PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION. You may install copies of
265 the Materials on a reasonable number of computers to conduct Your evaluation
266 provided that You are the only individual using the Materials and only one
267 copy of the Materials is in use at any one time. A separate license key is
268 required for each additional use and/or individual user in all other cases,
269 including without limitation, use by persons, computer systems, and other use
270 methods known now and in the future. Intel may provide You with a license
271 key that enables the Materials for an evaluation license. If You are an
272 entity, Intel grants You the right to designate one individual within Your
273 organization to have the sole right to use the Materials in the manner
276 iii. NONCOMMERCIAL USE LICENSE: If You obtained the Materials under a
277 noncommercial use license, You may use the Materials only for non-commercial
278 use where You receive no fee, salary or any other form of compensation. The
279 Materials may not be used for any other purpose, whether "for profit" or "not
280 for profit." Any work performed or produced as a result of use of the
281 Materials cannot be performed or produced for the benefit of other parties
282 for a fee, compensation or any other reimbursement or remuneration. You may
283 install copies of the Materials on an unlimited number of computers provided
284 that You are the only individual using the Materials and only one copy of the
285 Materials is in use at any one time. A separate license is required for each
286 additional use and/or individual user in all other cases, including without
287 limitation, use by persons, computer systems, and other methods of use known
288 now and in the future. Intel will provide You with a license key that
289 enables the Materials for a noncommercial-use license. If You obtained a
290 time-limited noncommercial-use license, the duration (time period) of Your
291 license and Your ability to use the Materials is limited to the time period
292 of the obtained license, which is specified on Intel's download website,
293 specified in the applicable documentation or controlled by the license key
296 iv. NAMED-USER LICENSE: If You obtained the Materials under a named-user
297 license, You may allow only one (1) individual to install and use the
298 Materials on no more than three (3) computers provided that same individual
299 is using the Materials only on one (1) computer at a time. If You obtained a
300 time-limited named-user license, the term of Your license and your ability to
301 use the Materials is limited to the time period of the obtained license,
302 which is specified on Intel's download website, specified in the applicable
303 documentation or controlled by the license key for the Materials.
305 v. NODE-LOCKED LICENSE: If You obtained the Materials under a node-locked
306 license, You may use the Materials only on a single designated computer by no
307 more than the authorized number of concurrent users. If You obtained a
308 time-limited node-locked license, the term of Your license and Your ability
309 to use the Materials is limited to the time period of the obtained license,
310 which is specified on Intel's download website, specified in the applicable
311 documentation or controlled by the license key for the Materials.
313 vi. FLOATING LICENSE: If You obtained the Materials under a floating license,
314 you may (a) install the Materials on an unlimited number of computers that
315 are connected to the designated network and (b) use the Material by no more
316 than the authorized number of concurrent individual users. If You obtained a
317 time-limited Floating license key, the term of Your license and Your ability
318 to use the Materials is limited to the time period of the obtained license,
319 which is specified on Intel's download website, specified in the applicable
320 documentation or controlled by the license key for the Materials.
322 F. DISTRIBUTION: Distribution of the Redistributables is also subject to the
323 following limitations: You (i) will be solely responsible to Your customers for
324 any update, support obligation or other liability which may arise from the
325 distribution, (ii) will not make any statement that Your Product is "certified"
326 or that its performance is guaranteed by Intel, (iii) will not use Intel's name
327 or trademarks to market Your Product without written permission from Intel, (iv)
328 will provide a license agreement with distribution of the Redistributables that
329 prohibits disassembly and reverse engineering of the Redistributables, (v) will
330 indemnify, hold harmless, and defend Intel and its suppliers from and against
331 any claims or lawsuits, including attorney's fees, that arise or result from
332 Your modifications, derivative works or Your distribution of Your Product.
334 G. INTEL(R) INTEGRATED PERFORMANCE PRIMITIVES ("INTEL IPP"). The following terms
335 and conditions apply only to the Intel IPP.
337 i. Notwithstanding anything in this Agreement to the contrary, if You
338 implement Intel IPP Sample Source Code in Your Product or if You use Intel
339 IPP to implement algorithms that are the intellectual property of third
340 parties, then you may need additional licenses from such entities.Should any
341 such additional licenses be required, You are solely responsible for
342 obtaining any such licenses and agree to obtain any such licenses at Your own
345 ii. Notwithstanding anything herein to the contrary, a valid license to Intel
346 IPP is a prerequisite to any license for Intel IPP Sample Source Code, and
347 possession of Intel IPP Sample Source Code does not grant any license to
348 Intel IPP (or any portion thereof). To access Intel IPP Sample Source Code,
349 You must first register Your licensed copy of the Intel IPP with Intel. By
350 downloading, installing or copying any Intel IPP Sample Source Code file, You
351 agree to be bound by terms of this Agreement.
353 H. MEDIA FORMAT CODECS AND DIGITAL RIGHTS MANAGEMENT. You acknowledge and agree
354 that your use of the Materials or distribution of the Materials with Your
355 Product as permitted by this license may require you to procure license(s) from
356 one or more third parties that may hold intellectual property rights applicable
357 to any media decoding, encoding or transcoding technology (such as, for example,
358 through use of an audio or video codec) and/or digital rights management
359 capabilities of the Materials, if any. Should any such additional licenses be
360 required, You are solely responsible for obtaining any such licenses and agree
361 to obtain any such licenses at Your own expense.
363 I. MATERIALS TRANSFER: Except for the Pre-Release Licenses or Evaluation
364 Licenses or Non-Commercial Licenses, as specified above, You may permanently
365 transfer the Materials you received pursuant to a license type listed in Section
366 4(D) above, and all of Your rights under this Agreement, to another party
367 ("Recipient") solely in conjunction with a change of ownership, merger,
368 acquisition, sale or transfer of all or substantially all of Your business or
369 assets, either voluntarily, by operation of law or otherwise subject to the
370 following: You must notify Intel of the transfer by sending a letter to Intel
371 (i) identifying the legal entities of Recipient and You, (ii) identifying the
372 Materials (i.e., the specific Intel software and version) and the associated
373 serial numbers to be transferred, (iii) certifying that You retain no copies of
374 the Materials or portions thereof, (iv) certifying that the Recipient has agreed
375 in writing to be bound by all of the terms and conditions of this Agreement, (v)
376 certifying that the Recipient has been notified that in order to receive support
377 from Intel for the Materials they must notify Intel in writing of the transfer
378 and provide Intel with the information specified in subsection (ii) above along
379 with the name and email address of the individual assigned to use the Materials,
380 and (vi) providing Your email address so that Intel may confirm receipt of Your
381 letter. Please send such letter to:
386 Attn: DPD Contracts Management, JF1-15
390 A. Data Collection: Intel has collected or will collect certain personal
391 information from You in order to inform You of updates to the Materials, based
392 on the personal information collected when You registered the license to the
393 Materials with Intel.
395 B. Revoking Consent to Data Collection: You can revoke Your consent to this
396 collection of personal information at any time by clicking on the link to
397 "unsubscribe" at the bottom of any communication from Intel related to the
398 Materials which will allow You to opt-out of receiving future messages related
401 C. Intel's Privacy Notice: Intel is committed to respecting Your privacy. To
402 learn more about Intel's privacy practices, please visit
403 http://www.intel.com/privacy.
405 6. OWNERSHIP: Title to the Materials and all copies thereof remain with Intel or
406 its suppliers. The Materials are protected by intellectual property rights,
407 including without limitation, United States copyright laws and international
408 treaty provisions. You will not remove any copyright or other proprietary
409 notice from the Materials. You agree to prevent any unauthorized copying of the
410 Materials. Except as expressly provided herein, no license or right is granted
411 to You directly or by implication, inducement, estoppel or otherwise;
412 specifically Intel does not grant any express or implied right to You under
413 Intel patents, copyrights, trademarks, or trade secrets.
415 7. NO WARRANTY AND NO SUPPORT: Disclaimer. Intel disclaims all warranties of
416 any kind and the terms and remedies provided in this Agreement are instead of
417 any other warranty or condition, express, implied or statutory, including those
418 regarding merchantability, fitness for any particular purpose, non-infringement
419 or any warranty arising out of any course of dealing, usage of trade, proposal,
420 specification or sample. Intel does not assume (and does not authorize any
421 person to assume on its behalf) any other liability.
423 Intel may make changes to the Materials, or to items referenced therein, at any
424 time without notice, but is not obligated to support, update or provide training
425 for the Materials. Intel may in its sole discretion offer such support, update
426 or training services under separate terms at Intel's then-current rates. You may
427 request additional information on Intel's service offerings from an Intel sales
430 8. LIMITATION OF LIABILITY: Neither Intel nor its suppliers shall be liable for
431 any damages whatsoever (including, without limitation, damages for loss of
432 business profits, business interruption, loss of business information, or other
433 loss) arising out of the use of or inability to use the Materials, even if Intel
434 has been advised of the possibility of such damages. Because some jurisdictions
435 prohibit the exclusion or limitation of liability for consequential or
436 incidental damages, the above limitation may not apply to you.
438 9. UNAUTHORIZED USE: The Materials are not designed, intended, or authorized
439 for use in any type of a system or application in which the failure of the
440 Materials could create a situation where personal injury or death may occur
441 (e.g., medical systems, life sustaining or lifesaving systems). Should You use
442 the Materials for any such unintended or unauthorized use, You hereby indemnify,
443 defend, and hold Intel and its officers, subsidiaries and affiliates harmless
444 against all claims, costs, damages, expenses, and reasonable attorney fees
445 arising out of, directly or indirectly, such use and any claim of product
446 liability, personal injury or death associated with such unintended or
447 unauthorized use, even if such claim alleges that Intel was negligent regarding
448 the design or manufacture of the Materials.
450 10. USER SUBMISSIONS: This Agreement does not obligate You to provide Intel
451 with materials, information, comments, suggestions or other communication
452 regarding the Materials. However, You agree that any material, information,
453 comments, suggestions or other communication You transmit or post to an Intel
454 website (including but not limited to, submissions to the Intel Premier Support
455 and/or other customer support websites or online portals) or provide to Intel
456 under this Agreement related to the features, functions, performance or use of
457 the Materials are deemed non-confidential and non-proprietary
458 ("Communications"). Intel will have no obligations with respect to the
459 Communications. You hereby grant to Intel a non-exclusive, perpetual,
460 irrevocable, royalty-free, copyright license to copy, modify, create derivative
461 works, publicly display, disclose, distribute, license and sublicense through
462 multiple tiers of distribution and licensees, incorporate and otherwise use the
463 Communications and all data, images, sounds, text, and other things embodied
464 therein, including derivative works thereto, for any and all commercial or
465 non-commercial purposes. You are prohibited from posting or transmitting to or
466 from an Intel website or provide to Intel any unlawful, threatening, libelous,
467 defamatory, obscene, pornographic, or other material that would violate any law.
468 If You wish to provide Intel with information that You intend to be treated as
469 confidential information, Intel requires that such confidential information be
470 provided pursuant to a non-disclosure agreement ("NDA"), so please contact Your
471 Intel representative to ensure the proper NDA is in place.
473 Nothing in this Agreement will be construed as preventing Intel from reviewing
474 Your Communications and errors or defects in Intel products discovered while
475 reviewing Your Communications. Furthermore, nothing in this Agreement will be
476 construed as preventing Intel from implementing independently-developed
477 enhancements to Intel's own error diagnosis methodology to detect errors or
478 defects in Intel products discovered while reviewing Your Communications or to
479 implement bug fixes or enhancements in Intel products. The foregoing may include
480 the right to include Your Communications in regression test suites.
482 11. NON-DISCLOSURE: The following provisions will apply if there is no existing
483 non-disclosure agreement between You and Intel. You will maintain the
484 confidentiality of the Confidential Information (if any) with at least the same
485 degree of care that You use to protect Your own confidential and proprietary
486 information, but no less than a reasonable degree of care under the
487 circumstances. You will not disclose the Confidential Information to any
488 employees or to any third parties except to Your employees who have a need to
489 know and who agree to abide by nondisclosure terms at least as comprehensive as
490 those set forth herein; provided that You will be liable for breach by any such
491 entity. For the purposes of this Agreement, the term "employee" will include
492 Your independent contractors, who have signed confidentiality agreements with
493 You. You will not make any copies of the Confidential Information except as
494 necessary for Your employees with a need to know. Any copies which are made
495 will be identified as belonging to Intel and marked "confidential",
496 "proprietary" or with similar legend. You will not be liable for the disclosure
497 of any Confidential Information which is (a) generally made available publicly
498 or to third parties by Intel without restriction on disclosure; (b) rightfully
499 received from a third party without obligation of confidentiality; (c)
500 rightfully known to You without any limitation on disclosure prior to Your
501 receipt from Intel; (d) independently developed by Your employees; or (e)
502 required to be disclosed in accordance with applicable laws, regulations, court,
503 judicial or other government order, provided that You will give Intel reasonable
504 notice prior to such disclosure and will comply with any applicable protective
507 12. TERMINATION OF THIS LICENSE: This Agreement becomes effective on the date
508 You accept this Agreement and will continue until terminated as provided for in
509 this Agreement. If You are using the Materials under a time-limited license,
510 for example an Evaluation License, this Agreement terminates without notice on
511 the last day of the time period, which is specified in the Materials or on
512 Intel's website, and/or controlled by the license key code for the Materials.
513 Intel may terminate this license immediately if You are in breach of any of its
514 terms and conditions and such breach is not cured within thirty (30) days of
515 written notice from Intel. Upon termination, You will immediately return to
516 Intel or destroy the Materials and all copies thereof. In the event of
517 termination of this Agreement, the license grant to any Materials or
518 Redistributables distributed by You in accordance with the terms and conditions
519 of this Agreement, prior to the effective date of such termination, will survive
520 any such termination of this Agreement. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12,
521 and 14 will survive expiration or termination of this Agreement.
523 13. U.S. GOVERNMENT RESTRICTED RIGHTS: The technical data and computer software
524 covered by this license is a "Commercial Item," as such term is defined by the
525 FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and
526 "commercial computer software documentation" as specified under FAR 12.212 (48
527 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This
528 commercial computer software and related documentation is provided to end users
529 for use by and on behalf of the U.S. Government, with only those rights as are
530 granted to all other end users pursuant to the terms and conditions herein. Use
531 for or on behalf of the U.S. Government is permitted only if the party acquiring
532 or using this software is properly authorized by an appropriate U.S. Government
533 official. This use by or for the U.S. Government clause is in lieu of, and
534 supersedes, any other FAR, DFARS, or other provision that addresses Government
535 rights in the computer software or documentation covered by this license. All
536 copyright licenses granted to the U.S. Government are coextensive with the
537 technical data and computer software licenses granted herein. The U.S.
538 Government will only have the right to reproduce, distribute, perform, display,
539 and prepare derivative works as needed to implement those rights.
541 14. GENERAL PROVISIONS
543 A. ENTIRE AGREEMENT: This Agreement contains the complete and exclusive
544 agreement and understanding between the parties concerning the subject matter
545 of this Agreement, and supersedes all prior and contemporaneous proposals,
546 agreements, understanding, negotiations, representations, warranties,
547 conditions, and communications, oral or written, between the parties relating
548 to the same subject matter. This Agreement, including without limitation its
549 termination, has no effect on any signed non-disclosure agreements between
550 the parties, which remain in full force and effect as separate agreements to
551 their terms. Each party acknowledges and agrees that in entering into this
552 Agreement it has not relied on, and will not be entitled to rely on, any oral
553 or written representations, warranties, conditions, understanding, or
554 communications between the parties that are not expressly set forth in this
555 Agreement. The express provisions of this Agreement control over any course
556 of performance, course of dealing, or usage of the trade inconsistent with
557 any of the provisions of this Agreement. The provisions of this Agreement
558 will prevail notwithstanding any different, conflicting, or additional
559 provisions that may appear on any purchase order, acknowledgement, invoice,
560 or other writing issued by either party in connection with this Agreement. No
561 modification or amendment to this Agreement will be effective unless in
562 writing and signed by authorized representatives of each party, and must
563 specifically identify this Agreement by its title (e.g., "End User License
564 Agreement for the Intel(R) software and version, i.e., March 2015). If You
565 received a copy of this Agreement translated into another language, the
566 English language version of this Agreement will prevail in the event of any
567 conflict between versions.
569 B. EXPORT. You must comply with all laws and regulations of the United States
570 and other countries governing the export, re-export, import, transfer,
571 distribution, use, and servicing of Software. In particular, You must not:
572 (a) sell or transfer Software to a country subject to sanctions, or to any
573 entity listed on a denial order published by the United States government or
574 any other relevant government; or (b) use, sell, or transfer Software for the
575 development, design, manufacture, or production of nuclear, missile, chemical
576 or biological weapons, or for any other purpose prohibited by the United
577 States government or other applicable government; without first obtaining all
578 authorizations required by all applicable laws. For more details on Your
579 export obligations, please visit
580 http://www.intel.com/content/www/us/en/legal/export-compliance.html?wapkw=export.
583 C. GOVERNING LAW, JURISDICTION, AND VENUE: All disputes arising out of or
584 related to this Agreement, whether based on contract, tort, or any other
585 legal or equitable theory, will in all respects be governed by, and construed
586 and interpreted under, the laws of the United States of America and the State
587 of Delaware, without reference to conflict of laws principles. The parties
588 agree that the United Nations Convention on Contracts for the International
589 Sale of Goods (1980) is specifically excluded from and will not apply to this
590 Agreement. All disputes arising out of or related to this Agreement, whether
591 based on contract, tort, or any other legal or equitable theory, will be
592 subject to the exclusive jurisdiction of the courts of the State of Delaware
593 or of the Federal courts sitting in that State. Each party submits to the
594 personal jurisdiction of those courts and waives all objections to that
595 jurisdiction and venue for those disputes.
597 D. SEVERABILITY: The parties intend that if a court holds that any provision
598 or part of this Agreement is invalid or unenforceable under applicable law,
599 the court will modify the provision to the minimum extent necessary to make
600 it valid and enforceable, or if it cannot be made valid and enforceable, the
601 parties intend that the court will sever and delete the provision or part
602 from this Agreement. Any change to or deletion of a provision or part of this
603 Agreement under this Section will not affect the validity or enforceability
604 of the remainder of this Agreement, which will continue in full force and
608 * Other names and brands may be claimed as the property of others
614 Common Public License Version 1.0
616 THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS COMMON
617 PUBLIC LICENSE ("AGREEMENT"). ANY USE, REPRODUCTION OR DISTRIBUTION OF
618 THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.
622 "Contribution" means:
624 a) in the case of the initial Contributor, the initial code and
625 documentation distributed under this Agreement, and
627 b) in the case of each subsequent Contributor:
628 i) changes to the Program, and
629 ii) additions to the Program; where such changes and/or additions
630 to the Program originate from and are distributed by that
631 particular Contributor. A Contribution 'originates' from a
632 Contributor if it was added to the Program by such
633 Contributor itself or anyone acting on such Contributor's
634 behalf. Contributions do not include additions to the Program
635 which: (i) are separate modules of software distributed in
636 conjunction with the Program under their own license
637 agreement, and (ii) are not derivative works of the Program.
639 "Contributor" means any person or entity that distributes the Program.
641 "Licensed Patents " mean patent claims licensable by a Contributor
642 which are necessarily infringed by the use or sale of its Contribution
643 alone or when combined with the Program.
645 "Program" means the Contributions distributed in accordance with this
648 "Recipient" means anyone who receives the Program under this
649 Agreement, including all Contributors.
653 a) Subject to the terms of this Agreement, each Contributor hereby
654 grants Recipient a non-exclusive, worldwide, royalty-free
655 copyright license to reproduce, prepare derivative works of,
656 publicly display, publicly perform, distribute and sublicense the
657 Contribution of such Contributor, if any, and such derivative
658 works, in source code and object code form.
660 b) Subject to the terms of this Agreement, each Contributor hereby
661 grants Recipient a non-exclusive, worldwide, royalty-free patent
662 license under Licensed Patents to make, use, sell, offer to sell,
663 import and otherwise transfer the Contribution of such
664 Contributor, if any, in source code and object code form. This
665 patent license shall apply to the combination of the Contribution
666 and the Program if, at the time the Contribution is added by the
667 Contributor, such addition of the Contribution causes such
668 combination to be covered by the Licensed Patents. The patent
669 license shall not apply to any other combinations which include
670 the Contribution. No hardware per se is licensed hereunder.
672 c) Recipient understands that although each Contributor grants the
673 licenses to its Contributions set forth herein, no assurances are
674 provided by any Contributor that the Program does not infringe
675 the patent or other intellectual property rights of any other
676 entity. Each Contributor disclaims any liability to Recipient for
677 claims brought by any other entity based on infringement of
678 intellectual property rights or otherwise. As a condition to
679 exercising the rights and licenses granted hereunder, each
680 Recipient hereby assumes sole responsibility to secure any other
681 intellectual property rights needed, if any. For example, if a
682 third party patent license is required to allow Recipient to
683 distribute the Program, it is Recipient's responsibility to
684 acquire that license before distributing the Program.
686 d) Each Contributor represents that to its knowledge it has
687 sufficient copyright rights in its Contribution, if any, to grant
688 the copyright license set forth in this Agreement.
692 A Contributor may choose to distribute the Program in object code form
693 under its own license agreement, provided that:
695 a) it complies with the terms and conditions of this Agreement; and
697 b) its license agreement:
698 i) effectively disclaims on behalf of all Contributors all
699 warranties and conditions, express and implied, including
700 warranties or conditions of title and non-infringement, and
701 implied warranties or conditions of merchantability and
702 fitness for a particular purpose;
703 ii) effectively excludes on behalf of all Contributors all
704 liability for damages, including direct, indirect, special,
705 incidental and consequential damages, such as lost profits;
706 iii) states that any provisions which differ from this Agreement
707 are offered by that Contributor alone and not by any other
709 iv) states that source code for the Program is available from
710 such Contributor, and informs licensees how to obtain it in a
711 reasonable manner on or through a medium customarily used for
714 When the Program is made available in source code form:
716 a) it must be made available under this Agreement; and
718 b) a copy of this Agreement must be included with each copy of the
719 Program. Contributors may not remove or alter any copyright
720 notices contained within the Program.
722 Each Contributor must identify itself as the originator of its
723 Contribution, if any, in a manner that reasonably allows subsequent
724 Recipients to identify the originator of the Contribution.
726 4. COMMERCIAL DISTRIBUTION
728 Commercial distributors of software may accept certain
729 responsibilities with respect to end users, business partners and the
730 like. While this license is intended to facilitate the commercial use
731 of the Program, the Contributor who includes the Program in a
732 commercial product offering should do so in a manner which does not
733 create potential liability for other Contributors. Therefore, if a
734 Contributor includes the Program in a commercial product offering,
735 such Contributor ("Commercial Contributor") hereby agrees to defend
736 and indemnify every other Contributor ("Indemnified Contributor")
737 against any losses, damages and costs (collectively "Losses") arising
738 from claims, lawsuits and other legal actions brought by a third party
739 against the Indemnified Contributor to the extent caused by the acts
740 or omissions of such Commercial Contributor in connection with its
741 distribution of the Program in a commercial product offering. The
742 obligations in this section do not apply to any claims or Losses
743 relating to any actual or alleged intellectual property
744 infringement. In order to qualify, an Indemnified Contributor must:
746 a) promptly notify the Commercial Contributor in writing of such
749 b) allow the Commercial Contributor to control, and cooperate with
750 the Commercial Contributor in, the defense and any related
751 settlement negotiations. The Indemnified Contributor may
752 participate in any such claim at its own expense.
754 For example, a Contributor might include the Program in a commercial
755 product offering, Product X. That Contributor is then a Commercial
756 Contributor. If that Commercial Contributor then makes performance
757 claims, or offers warranties related to Product X, those performance
758 claims and warranties are such Commercial Contributor's responsibility
759 alone. Under this section, the Commercial Contributor would have to
760 defend claims against the other Contributors related to those
761 performance claims and warranties, and if a court requires any other
762 Contributor to pay any damages as a result, the Commercial Contributor
763 must pay those damages.
767 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
768 PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY
769 KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY
770 WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
771 OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely
772 responsible for determining the appropriateness of using and
773 distributing the Program and assumes all risks associated with its
774 exercise of rights under this Agreement, including but not limited to
775 the risks and costs of program errors, compliance with applicable
776 laws, damage to or loss of data, programs or equipment, and
777 unavailability or interruption of operations.
779 6. DISCLAIMER OF LIABILITY
781 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
782 ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
783 INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
784 WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
785 LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
786 NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
787 DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED
788 HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
792 If any provision of this Agreement is invalid or unenforceable under
793 applicable law, it shall not affect the validity or enforceability of
794 the remainder of the terms of this Agreement, and without further
795 action by the parties hereto, such provision shall be reformed to the
796 minimum extent necessary to make such provision valid and
799 If Recipient institutes patent litigation against a Contributor with
800 respect to a patent applicable to software (including a cross-claim or
801 counterclaim in a lawsuit), then any patent licenses granted by that
802 Contributor to such Recipient under this Agreement shall terminate as
803 of the date such litigation is filed. In addition, if Recipient
804 institutes patent litigation against any entity (including a
805 cross-claim or counterclaim in a lawsuit) alleging that the Program
806 itself (excluding combinations of the Program with other software or
807 hardware) infringes such Recipient's patent(s), then such Recipient's
808 rights granted under Section 2(b) shall terminate as of the date such
811 All Recipient's rights under this Agreement shall terminate if it
812 fails to comply with any of the material terms or conditions of this
813 Agreement and does not cure such failure in a reasonable period of
814 time after becoming aware of such noncompliance. If all Recipient's
815 rights under this Agreement terminate, Recipient agrees to cease use
816 and distribution of the Program as soon as reasonably
817 practicable. However, Recipient's obligations under this Agreement and
818 any licenses granted by Recipient relating to the Program shall
819 continue and survive.
821 Everyone is permitted to copy and distribute copies of this Agreement,
822 but in order to avoid inconsistency the Agreement is copyrighted and
823 may only be modified in the following manner. The Agreement Steward
824 reserves the right to publish new versions (including revisions) of
825 this Agreement from time to time. No one other than the Agreement
826 Steward has the right to modify this Agreement. IBM is the initial
827 Agreement Steward. IBM may assign the responsibility to serve as the
828 Agreement Steward to a suitable separate entity. Each new version of
829 the Agreement will be given a distinguishing version number. The
830 Program (including Contributions) may always be distributed subject to
831 the version of the Agreement under which it was received. In addition,
832 after a new version of the Agreement is published, Contributor may
833 elect to distribute the Program (including its Contributions) under
834 the new version. Except as expressly stated in Sections 2(a) and 2(b)
835 above, Recipient receives no rights or licenses to the intellectual
836 property of any Contributor under this Agreement, whether expressly,
837 by implication, estoppel or otherwise. All rights in the Program not
838 expressly granted under this Agreement are reserved.
840 This Agreement is governed by the laws of the State of New York and
841 the intellectual property laws of the United States of America. No
842 party to this Agreement will bring a legal action under this Agreement
843 more than one year after the cause of action arose. Each party waives
844 its rights to a jury trial in any resulting litigation.