SOFTWARE LICENSE AGREEMENT
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree to be bound by, or the entity for whose benefit You act has not authorized You to accept, these terms and conditions, do not install, access, copy, or use the Software and destroy all copies of the Software in Your possession.
This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”) and You. “You” refers to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the terms and conditions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity. Intel and You are referred to herein individually as a “Party” or, together, as the “Parties”.
The Parties, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:
1. PURPOSE. You seek to obtain, and Intel desires to provide You, under the terms of this Agreement, Software solely for Your efforts to develop and distribute products integrating Intel hardware and Intel software. “Software” refers to certain software or other collateral, including, but not limited to, related components, operating system, application program interfaces, device drivers, associated media, printed or electronic documentation and any updates, upgrades or releases thereto associated with Intel product(s), software or service(s). “Intel-based product” refers to a device that includes, incorporates, or implements Intel product(s), software or service(s).
2. LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions of this Agreement, Intel grants to You a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license during the term of this Agreement, without the right to sublicense, under Intel’s copyrights (subject to any third party licensing requirements), to (i) internally prepare derivative works (as defined in 17 U.S.C. § 101) of the Software (“Derivatives”), if provided or otherwise made available by Intel in source code form, and reproduce the Software, including Derivatives, in each case only for Your own internal evaluation, testing, validation, and development of Intel-based products and any associated maintenance thereof; (ii) reproduce, display, and publicly perform an object code representation of the Software, including Your Derivatives, in each case only when integrated with and executed by an Intel-based product, subject to any third party licensing requirements; and (iii) distribute an object code representation of the Software, provided by Intel, or of any Derivatives created by You, solely as embedded in or for execution on an Intel-based product, and if to an end user, pursuant to a license agreement with terms and conditions at least as restrictive as those contained in the Intel End User Software License Agreement in Appendix A hereto.
If You are not the final manufacturer or vendor of an Intel-based product incorporating or designed to incorporate the Software, You may transfer a copy of the Software, including any Derivatives (and related end user documentation) created by You to Your Original Equipment Manufacturer (OEM), Original Device Manufacturer (ODM), distributors, or system integration partners (“Your Partner”) for use in accordance with the terms and conditions of this Agreement, provided Your Partner agrees to be fully bound by the terms hereof and provided that You will remain fully liable to Intel for the actions and inactions of Your Partner(s).
3. LICENSE RESTRICTIONS. All right, title and interest in and to the Software and associated documentation are and will remain the exclusive property of Intel and its licensors or suppliers. Unless expressly permitted under the Agreement, You will not, and will not allow any third party to (i) use, copy, distribute, sell or offer to sell the Software or associated documentation; (ii) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create derivative works from the Software except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iii) use or make the Software available for the use or benefit of third parties; or (iv) use the Software on Your products other than those that include the Intel hardware product(s), platform(s), or software identified in the Software; or (v) publish or provide any Software benchmark or comparison test results. You acknowledge that an essential basis of the bargain in this Agreement is that Intel grants You no licenses or other rights including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses or rights with respect to the Software and associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge there are significant uses of the Software in its original, unmodified and uncombined form. You may not remove any copyright notices from the Software.
4. LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions, Your Derivatives or other communication regarding the features, functions, performance or use of the Software (“Feedback”). If any portion of the Software is provided or otherwise made available by Intel in source code form, to the extent You provide Intel with Feedback in a tangible form, You grant to Intel and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to and under all of Your intellectual property rights, whether perfected or not, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any comments, suggestions, descriptions, ideas, Your Derivatives or other feedback regarding the Software provided by You or on Your behalf.
5. OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in the OSS comments in the applicable source code file(s) or file header(s) provided with or otherwise associated with the Software. Neither You nor any OEM, ODM, customer, or distributor may subject any proprietary portion of the Software to any OSS license obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software or any portion thereof to any OSS license obligation. Nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable OSS license.
6. THIRD PARTY SOFTWARE. Certain third party software provided with or within the Software may only be used (a) upon securing a license directly from the owner of the software or (b) in combination with hardware components purchased from such third party and (c) subject to further license limitations by the software owner. A listing of any such third party limitations is in one or more text files accompanying the Software. You acknowledge Intel is not providing You with a license to such third party software and further that it is Your responsibility to obtain appropriate licenses from such third parties directly.
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