IMPORTANT INFORMATION
ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA - READ AND AGREE BEFORE
COPYING, INSTALLING OR USING
This Agreement forms a legally binding contract between you, or the company or
other legal entity (“Legal Entity”) for which you represent and warrant that
you have the legal authority to bind that Legal Entity, are agreeing to this
Agreement (each, “You” or “Your”) and Intel Corporation and its subsidiaries
(collectively “Intel”) regarding Your use of the Materials. By copying,
installing, distributing, publicly displaying, or otherwise using the
Materials, You agree to be bound by the terms of this Agreement. If You do not
agree to the terms of this Agreement, do not copy, install, distribute,
publicly display, or use the Materials. You affirm that You are 18 years old or
older or, if not, Your parent, legal guardian or Legal Entity must agree and
enter into this Agreement.
DATA COLLECTION. The Materials may contain certain features that generate,
collect, and transmit data to Intel about the installation, setup, and use of
the Materials. The purposes of data collection are: 1) to verify compliance
with the terms of this Agreement; and 2) to enable Intel to develop, improve,
and support Intel’s products and services. When data is collected to verify
compliance with the terms of this Agreement, this collection may be mandatory
and a condition of using the Materials. This data includes the Material’s
unique serial number combined with other information about the Materials and
Your computer.
When Materials are made available for use free of charge, the collection of
usage data (such as randomly generated unique identifier and
component/feature/function usage) may also be mandatory and a condition of
using the Materials. Data collected about the installation, setup, and use of
the Materials may be collated with other available data only if: 1) the purpose
is to develop, improve, and support Intel’s products and services, and 2) the
data will not be used to identify or contact You or other individuals.
To learn more about Intel’s data collection for these Materials, please visit:
https://software.intel.com/en-us/articles/data-collection. To learn more about
Intel’s privacy practices, please visit http://www.intel.com/privacy.
Third Party Programs (as defined below), even if included with the distribution
of the Materials, are governed by separate license terms, including without
limitation, third party license terms, other Intel software license terms, and
open source software license terms. Such separate license terms (and not this
Agreement) solely govern Your use of the Third Party Programs.
1. LICENSE DEFINITIONS:
A. “Confidential Information” means all Materials (as defined below), including
any portions thereof, that are identified (in the product release notes, on
Intel’s download website for the Materials or elsewhere) or labeled as Intel
confidential information or a similar legend.
B. “Excluded License” means a license that requires, as a condition of use,
modification, or distribution, that the licensed software or other software
incorporated into, derived from or distributed with such software (a) be
disclosed or distributed in Source Code form; (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. Excluded Licenses include, without
limitation, licenses that license or distribute software 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),
and (g) the Common Public License (CPL).
C. “Licensed Patent Claims” means the claims of Intel’s patents that are
necessarily and directly infringed by the reproduction and distribution of the
Materials that is authorized in Section 2 below, when the Materials is in its
unmodified form as delivered by Intel to You and not modified or combined with
anything else. Licensed Patent Claims are only those claims that Intel can
license without paying, or getting the consent of, a third party.
D. "Materials" are defined as the software, documentation, the
software product serial number and license key codes (if applicable), and other
materials, including any modifications, updates and upgrades thereto, that are
provided to You under this Agreement. Materials also include any
Redistributables, Source Code, and Pre-Release Materials, as defined below but
do not include Third Party Programs.
E. “Microsoft Platforms” means any current and future Microsoft operating
system products, Microsoft run-time technologies (such as the .NET Framework),
and Microsoft application platforms (such as Microsoft Office or Microsoft
Dynamics) that Microsoft offers.
F. “Pre-Release Materials” means the Materials, or portions thereof, that are
identified (in the product release notes, on Intel’s download website for the
Materials or elsewhere) or labeled as pre-release, and as such the Pre-Release
Materials are deemed to be pre-release code (e.g., alpha or beta release, etc.),
which may not be fully functional and which Intel may substantially modify in
development of a commercial version, and for which Intel makes no assurances
that it will ever develop or make generally available a commercial
version.
G. "Redistributables" (if any) are the files listed in the following
text files that may be included in the Materials for the applicable Intel
Software Development Product: clredist.txt, credist.txt, fredist.txt,
redist.txt, and redist-rt.txt.
H. “Sample Source Code” is those portions of the Materials that are Source Code
files and are identified as sample source code, including without limitation,
the IPP Sample Source.
I. “Source Code” is defined as the software (and not documentation or text)
portion of the Materials provided in human readable format, and includes
modifications to the Source Code that You make or are made on Your behalf as
expressly permitted under the terms of this Agreement.
J. “Third Party Programs” (if any) are the files listed in the “third-party-programs.txt”
text file that may be included in the Materials for the applicable
software.
K. “Your Product” means one or more applications or products developed by or
for You using the Materials.
2. LICENSE GRANT:
2.1 Subject to the terms and conditions of this Agreement, and timely
payment of any fees (if applicable), Intel grants You a non-exclusive,
worldwide, perpetual (subject to Section 11 below), non-assignable (except as
expressly permitted hereunder), limited right and license:
A. under its copyrights, to:
(1) reproduce copies of the Materials for Your internal business use in
accordance with the documentation included as part of the Materials, and
subject to the applicable license rights and restrictions specified in Section
3 below; provided, however, that this license does not include the right to
sublicense and may only be exercised by You or Your employees;
(2) use the Materials solely for Your internal business use to develop
Your Product, in accordance with the applicable license rights and restrictions
specified in Section 3 below and the documentation or text files included as
part of the Materials; provided, however, that this license does not include
the right to sublicense and may only be exercised by You or Your
employees;
(3) modify or create derivative works of the Materials, or any portions
thereof, that are provided in Source Code form, provided, however, that this
license does not include the right to sublicense and may be exercised only by
You or Your employees;
(4) publicly perform, display, and distribute (directly and through Your
distributors, resellers and other channel partners) or otherwise make publicly
available the Redistributables, including any modifications to or derivative
works of the Redistributables made pursuant to Section 2.1.A(3), or any
portions thereof, subject to the following restrictions:
(i) any distribution of the Redistributables must only be as part of
Your Product which must add significantly more functionality than the
Redistributables themselves;
(ii) any additional restrictions which may appear in the
Redistributables text files specified in Section 1.G above and in Section 3
below; and
(iii) the license under Section 2.1.A(4) includes the right
to sublicense the Redistributables, but the sublicense rights are limited to
sublicensing of any Intel copyrights in the Redistributables and only to the
extent necessary to perform, display, and distribute the Redistributables
(including Your modifications and derivative works thereto) solely as incorporated
in Your Product. IF YOU RECEIVED THE MATERIALS FOR EVALUATION, YOU HAVE NO
RIGHTS TO DISTRIBUTE THE REDISTRIBUTABLES, INCLUDING WITHOUT LIMITATION, ANY
PORTIONS, MODIFICATIONS OR DERIVATIVE WORKS.
(iv) Distribution of the Redistributables is also subject to the
following limitations: You (a) will be solely responsible to Your customers
for any update, support obligation or other liability which may arise from the
distribution, (b) will not make any statement that Your Product is "certified"
or that its performance is guaranteed by Intel, (c) will not use Intel's name
or trademarks to market Your Product without written permission from Intel, (d)
will provide the Redistributables subject to a license agreement that prohibits
disassembly and reverse engineering of the Redistributables except in cases
when you provide Your Product subject to an open source license that is not an
Excluded License, for example, the BSD license, or the MIT license, (e) will
indemnify, hold harmless, and defend Intel and its suppliers from and against
any claims or lawsuits, including attorney's fees, that arise or result from
Your modifications, derivative works or Your distribution of Your
Product.
and
B. under Intel’s Licensed Patent Claims, to:
(1) make copies of the Materials only as specified in Section
2.1.A(1);
(2) use the Materials only as specified in Section 2.1.A(2); and
(3) offer to distribute, and distribute, but not sell, the
Redistributables only as part of Your Product, under Intel’s copyright license granted
in Section 2.1(A), but only under the terms of that copyright license and not
as a sale (but this right does not include the right to sub-license);
(4) provided, further, that the license under the Licensed Patent Claims
does not and will not apply to any modifications to, or derivative works of,
the Materials, whether made by You, Your customer (which, for all purposes
under this Agreement, will mean either a customer, reseller, distributor or
other channel partner), or any third party even if the modification and
derivative works are permitted under 2.1(A)(3).
2.2 If the Materials You receive are packaged, as a single orderable item
(i.e., as a single SKU), with hardware that includes one or more Intel
manufactured microprocessors (“Intel Target Hardware”), then the licenses
granted in Section 2.1 above are restricted to the sole purpose of producing
and releasing Your Product to execute on computer systems that include the same
or new versions of the Intel manufactured microprocessor included in the Intel
Target Hardware.
Intel expressly does not grant You a patent license in this Agreement to any
modifications or derivative works of the Materials, whether made by You, Your
contractor, Your customer, or any other third party in creating the derivative
works even to the extent creation of derivative works is permitted under
Section 2.1(A)(3) above.
3. LICENSE CONDITIONS:
A. If You are an entity, each of Your employees and Your contractors may use
the Materials as specified in Section 2 above, provided: (i) their use of the
Materials is solely on behalf of and in support of Your business, (ii) they
agree to the terms and conditions of this Agreement, and (iii) You are solely
responsible for their use of the Materials.
B. If Your Product is a software development library, then attribution (if
any), as specified in the product release notes of the corresponding Materials
shall be displayed prominently in Your Product’s associated documentation and
on the web site (if any) for Your Product.
C. If You receive Your first copy of the Materials electronically, and a second
copy on media, then you may use the second copy only in accordance with Your
applicable license stated in this Agreement, or for backup or archival
purposes. You may not provide the second copy to another user.
D. If the Materials You received are identified as Pre-Release Materials, (i)
You have the right to use the Pre-Release Materials only for the duration of
the pre-release term, which is specified in the product release notes, on Intel’s
download website for the Materials or elsewhere, or until the commercial
release, if any, of the Pre-Release Materials, whichever is shorter, and (ii)
You may not disclose to any third party any benchmarks, performance results, or
other information relating to the Pre-Release Materials.
E. Notwithstanding anything to the contrary in this Agreement, if the Materials
include the text file named “site_license_materials.txt” the files specified in
that text file may be installed on computer systems located only at a single
site (unless multiple sites are specified in the purchase order accepted by
Intel or its resellers), and those files may be accessed or used by unlimited
and simultaneous users, subject to their compliance with all of the terms and conditions
of this Agreement.
F. Except as expressly provided in this Agreement, You may NOT: (i) use, copy,
distribute, or publicly display the Materials; (ii) rent or lease the Materials
to any third party; (iii) assign this Agreement or transfer the Materials; (iv)
modify, adapt, or translate the Materials in whole or in part; (v) reverse
engineer, decompile, or disassemble the Materials; (vi) attempt to modify or
tamper with the normal function of any license manager that may regulate usage
of the Materials; (vii) distribute, sublicense or transfer the Source Code form
of any components of the Materials or derivatives thereof to any third party;
(viii) distribute Redistributables except as part of a larger program that adds
significant primary functionality different from that of the Redistributables;
(ix) distribute the Redistributables to run on a platform other than a
Microsoft Platform if according to the accompanying user documentation the
Materials are meant to execute only on a Microsoft Platform; (x) include the
Redistributables in malicious, deceptive, or unlawful programs or products; or
(xi) modify, create a derivative work, link, or distribute the Materials so
that any part of it becomes subject to an Excluded License.
G. The scope and term of Your license depends on the type of license You are
provided by Intel. The variety of license types are set forth below, which may
not be available for all "Intel(R) Software Development Products" and
therefore may not apply to the particular Materials You are licensing. For
more information on the types of licenses, please contact Intel or Your sales
representative.
i. EVALUATION LICENSE: If You obtained the Materials pursuant to an evaluation
license, You may use the Materials only for internal evaluation purposes and
only for the term of the evaluation period, as specified on Intel’s download
website or which may be controlled by the license key for the Materials.
NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY
USE THE MATERIALS ONLY FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE
EVALUATION, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE
APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION
PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION. You may install copies of
the Materials on a reasonable number of computers to conduct Your evaluation
provided that You are the only individual using the Materials and only one copy
of the Materials is in use at any one time. A separate license key is required
for each additional use and/or individual user in all other cases, including
without limitation, use by persons, computer systems, and other use methods
known now and in the future. Intel may provide You with a license key that
enables the Materials for an evaluation license. If You are an entity, Intel
grants You the right to designate one individual within Your organization to
have the sole right to use the Materials in the manner provided above.
ii. NONCOMMERCIAL USE LICENSE: If You obtained the Materials under a
noncommercial use license, You may use the Materials only for non-commercial
use where You receive no fee, salary or any other form of compensation. The
Materials may not be used for any other purpose, whether "for profit"
or "not for profit." Any work performed or produced as a result of
use of the Materials cannot be performed or produced for the benefit of other
parties for a fee, compensation or any other reimbursement or remuneration.
You may install copies of the Materials on an unlimited number of computers
provided that You are the only individual using the Materials and only one copy
of the Materials is in use at any one time. A separate license is required for
each additional use and/or individual user in all other cases, including
without limitation, use by persons, computer systems, and other methods of use
known now and in the future. Intel will provide You with a license key that
enables the Materials for a noncommercial-use license. If You obtained a time-limited
noncommercial-use license, the duration (time period) of Your license and Your
ability to use the Materials is limited to the time period of the obtained
license, which is specified on Intel’s download website, specified in the
applicable documentation or controlled by the license key for the
Materials.
iii. NAMED-USER LICENSE: If You obtained the Materials under a named-user
license, You may allow only one (1) individual to install and use the Materials
on no more than three (3) computers provided that same individual is using the
Materials only on one (1) computer at a time. If You obtained a time-limited
named-user license, the term of Your license and your ability to use the
Materials is limited to the time period of the obtained license, which is
specified on Intel’s download website, specified in the applicable
documentation or controlled by the license key for the Materials.
iv. NODE-LOCKED LICENSE: If You obtained the Materials under a node-locked
license, You may use the Materials only on a single designated computer by no
more than the authorized number of concurrent users. If You obtained a
time-limited node-locked license, the term of Your license and Your ability to
use the Materials is limited to the time period of the obtained license, which
is specified on Intel’s download website, specified in the applicable
documentation or controlled by the license key for the Materials.
v. FLOATING LICENSE: If You obtained the Materials under a floating license,
you may (a) install the Materials on an unlimited number of computers that are
connected to the designated network and (b) use the Material by no more than
the authorized number of concurrent individual users. If You obtained a
time-limited Floating license key, the term of Your license and Your ability to
use the Materials is limited to the time period of the obtained license, which
is specified on Intel’s download website, specified in the applicable
documentation or controlled by the license key for the Materials.
H. MEDIA FORMAT CODECS AND DIGITAL RIGHTS MANAGEMENT. You acknowledge and
agree that your use of the Materials or distribution of the Materials with Your
Product as permitted by this license may require you to procure license(s) from
one or more third parties that may hold intellectual property rights applicable
to any media decoding, encoding or transcoding technology (such as, for
example, through use of an audio or video codec) and/or digital rights
management capabilities of the Materials, if any. Should any such additional
licenses be required, You are solely responsible for obtaining any such
licenses and agree to obtain any such licenses at Your own expense.
I. MATERIALS TRANSFER: Except for the Pre-Release Licenses or Evaluation
Licenses or Non-Commercial Licenses, as specified above, You may permanently
transfer the Materials you received pursuant to a license type listed in
Section 4(G) above, and all of Your rights under this Agreement, to another
party (“Recipient”) solely in conjunction with a change of ownership, merger,
acquisition, sale or transfer of all or substantially all of Your business or
assets, either voluntarily, by operation of law or otherwise subject to the
following: You must notify Intel of the transfer by sending a letter to Intel
(i) identifying the legal entities of Recipient and You, (ii) identifying the
Materials (i.e., the specific Intel software and version) and the associated
serial numbers to be transferred, (iii) certifying that You retain no copies of
the Materials or portions thereof, (iv) certifying that the Recipient has
agreed in writing to be bound by all of the terms and conditions of this
Agreement, (v) certifying that the Recipient has been notified that in order to
receive support from Intel for the Materials they must notify Intel in writing
of the transfer and provide Intel with the information specified in subsection
(ii) above along with the name and email address of the individual assigned to
use the Materials, and (vi) providing Your email address so that Intel may
confirm receipt of Your letter. Please send such letter to:
Intel Corporation
2111 NE 25th Avenue
Hillsboro, OR 97124
Attn: DPD Contracts Management, JF1-15
4. PRIVACY:
A. Data Collection: Based on the personal information You provided to Intel
when You registered the license to the Materials with Intel, Intel has
collected or will collect certain personal information from You in order to
contact You regarding updates to the Materials, and regarding Your experience
with obtaining, installing and otherwise using Materials, including sending You
surveys to obtain the aforementioned information.
B. Revoking Consent to Data Collection: You can revoke Your consent to this
collection of personal information at any time by clicking on the link to
“unsubscribe” at the bottom of any communication from Intel related to the
Materials which will allow You to opt-out of receiving future messages related
to the Materials.
C. Intel’s Privacy Notice: Intel is committed to respecting Your privacy. To
learn more about Intel’s privacy practices, please visit
http://www.intel.com/privacy.
5. OWNERSHIP: Title to the Materials and all copies thereof remain with Intel
or its suppliers. The Materials are protected by intellectual property rights,
including without limitation, United States copyright laws and international
treaty provisions. You will not remove any copyright or other proprietary
notice from the Materials. You agree to prevent any unauthorized copying of
the Materials. Except as expressly provided herein, no license or right is
granted to You directly or by implication, inducement, estoppel or otherwise;
specifically Intel does not grant any express or implied right to You under
Intel patents, copyrights, trademarks, or trade secrets.
6. NO WARRANTY AND NO SUPPORT: Disclaimer. Intel disclaims all warranties of
any kind and the terms and remedies provided in this Agreement are instead of
any other warranty or condition, express, implied or statutory, including those
regarding merchantability, fitness for any particular purpose, non-infringement
or any warranty arising out of any course of dealing, usage of trade, proposal,
specification or sample. Intel does not assume (and does not authorize any
person to assume on its behalf) any other liability.
Intel may make changes to the Materials, or to items referenced therein, at any
time without notice, but is not obligated to support, update or provide
training for the Materials. Intel may in its sole discretion offer such
support, update or training 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.
7. LIMITATION OF LIABILITY: Neither Intel nor its suppliers shall be liable
for any damages whatsoever (including, without limitation, damages for loss of
business profits, business interruption, loss of business information, or other
loss) arising out of the use of or inability to use the Materials, even if
Intel has been advised of the possibility of such damages. Because some
jurisdictions prohibit the exclusion or limitation of liability for
consequential or incidental damages, the above limitation may not apply to you.
8. UNAUTHORIZED USE: The Materials are not designed, intended, or authorized
for use in any type of a system or application in which the failure of the
Materials could create a situation where personal injury or death may occur
(e.g., medical systems, life sustaining or lifesaving systems). Should You
use the Materials for any such unintended or unauthorized use, You hereby
indemnify, defend, and hold Intel and its officers, subsidiaries and affiliates
harmless against all claims, costs, damages, expenses, and reasonable attorney
fees arising out of, directly or indirectly, such use and any claim of product
liability, personal injury or death associated with such unintended or
unauthorized use, even if such claim alleges that Intel was negligent regarding
the design or manufacture of the Materials.
9. USER SUBMISSIONS: This Agreement does not obligate You to provide Intel
with materials, information, comments, suggestions or other communication
regarding the Materials. However, You agree that any material, information,
comments, suggestions or other communication You transmit or post to an Intel
website (including but not limited to, submissions to the Intel Premier Support
and/or other customer support websites or online portals) or provide to Intel
under this Agreement are not controlled by the International Traffic in Arms
Regulations (ITAR) or the Export Administration Regulation (EAR), and if
related to the features, functions, performance or use of the Materials are
deemed non-confidential and non-proprietary ("Communications").
Intel will have no obligations with respect to the Communications. You hereby
grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright
license to copy, modify, create derivative works, publicly display, disclose,
distribute, license and sublicense through multiple tiers of distribution and
licensees, incorporate and otherwise use the Communications and all data,
images, sounds, text, and other things embodied therein, including derivative
works thereto, for any and all commercial or non-commercial purposes. You are
prohibited from posting or transmitting to or from an Intel website or provide
to Intel any unlawful, threatening, libelous, defamatory, obscene,
pornographic, or other material that would violate any law. If You wish to
provide Intel with information that You intend to be treated as confidential
information, Intel requires that such confidential information be provided
pursuant to a non-disclosure agreement (“NDA”), so please contact Your Intel
representative to ensure the proper NDA is in place.
Nothing in this Agreement will be construed as preventing Intel from reviewing
Your Communications and errors or defects in Intel products discovered while
reviewing Your Communications. Furthermore, nothing in this Agreement will be
construed as preventing Intel from implementing independently-developed
enhancements to Intel’s own error diagnosis methodology to detect errors or
defects in Intel products discovered while reviewing Your Communications or to
implement bug fixes or enhancements in Intel products. The foregoing may include
the right to include Your Communications in regression test suites.
10. NON-DISCLOSURE: The following provisions will apply if there is no
existing non-disclosure agreement between You and Intel. You will maintain the
confidentiality of the Confidential Information (if any) with at least the same
degree of care that You use to protect Your own confidential and proprietary
information, but no less than a reasonable degree of care under the
circumstances. You will not disclose the Confidential Information to any
employees or to any third parties except to Your employees who have a need to
know and who agree to abide by nondisclosure terms at least as comprehensive as
those set forth herein; provided that You will be liable for breach by any such
entity. For the purposes of this Agreement, the term “employee” will include
Your independent contractors, who have signed confidentiality agreements with
You. You will not make any copies of the Confidential Information except as
necessary for Your employees with a need to know. Any copies which are made
will be identified as belonging to Intel and marked “confidential”,
“proprietary” or with similar legend. You will not be liable for the
disclosure of any Confidential Information which is (a) generally made available
publicly or to third parties by Intel without restriction on disclosure; (b)
rightfully received from a third party without obligation of confidentiality;
(c) rightfully known to You without any limitation on disclosure prior to Your
receipt from Intel; (d) independently developed by Your employees; or (e)
required to be disclosed in accordance with applicable laws, regulations,
court, judicial or other government order, provided that You will give Intel
reasonable notice prior to such disclosure and will comply with any applicable
protective order.
11. TERMINATION OF THIS LICENSE: This Agreement becomes effective on the date
You accept this Agreement and will continue until terminated as provided for in
this Agreement. If You are using the Materials under a time-limited license,
for example an Evaluation License, this Agreement terminates without notice on
the last day of the time period, which is specified in the Materials or on
Intel’s website, and/or controlled by the license key code for the Materials.
Intel may terminate this license immediately if You are in breach of any of its
terms and conditions and such breach is not cured within thirty (30) days of
written notice from Intel. Upon termination, You will immediately return to
Intel or destroy the Materials and all copies thereof. In the event of
termination of this Agreement, the license grant to any Materials or
Redistributables distributed by You in accordance with the terms and conditions
of this Agreement, prior to the effective date of such termination, will
survive any such termination of this Agreement. Sections 1, 4, 5, 6, 7, 8, 9,
10, 11, 12, and 13 will survive expiration or termination of this
Agreement.
12. U.S. GOVERNMENT RESTRICTED RIGHTS: The technical data and computer software
covered by this license is a “Commercial Item,” as such 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 pursuant to the terms and conditions herein. 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
herein. The U.S. Government will only have the right to reproduce, distribute,
perform, display, and prepare derivative works as needed to implement those
rights.
13. GENERAL PROVISIONS
A. ENTIRE AGREEMENT: This Agreement contains the complete and exclusive
agreement and understanding between the parties concerning the subject matter
of this Agreement, and supersedes all prior and contemporaneous proposals,
agreements, understanding, negotiations, representations, warranties,
conditions, and communications, oral or written, between the parties relating
to the same subject matter. This Agreement, including without limitation its
termination, has no effect on any signed non-disclosure agreements between the
parties, which remain in full force and effect as separate agreements to their
terms. Each party acknowledges and agrees that in entering into this Agreement
it has not relied on, and will not be entitled to rely on, any oral or written
representations, warranties, conditions, understanding, or communications
between the parties that are not expressly set forth in this Agreement. The
express provisions of this Agreement control over any course of performance,
course of dealing, or usage of the trade inconsistent with any of the
provisions of this Agreement. The provisions of this Agreement will prevail
notwithstanding any different, conflicting, or additional provisions that may
appear on any purchase order, acknowledgement, invoice, or other writing issued
by either party in connection with this Agreement. No modification or amendment
to this Agreement will be effective unless in writing and signed by authorized
representatives of each party, and must specifically identify this Agreement by
its title and version (e.g., “End User License Agreement for the Intel(R)
Software Development Products (Version March 2016)). If You received a copy of
this Agreement translated into another language, the English language version
of this Agreement will prevail in the event of any conflict between versions.
Intel may make changes to the Agreement as it distributes new versions of the
Materials. When these changes are made, Intel will make a new version of the
Agreement available on its website: https://software.intel.com/en-us/articles/end-user-license-agreement
B. EXPORT. You acknowledge that the Materials and all related technical
information are subject to export controls under the laws and regulations of
the United States and any other applicable governments. You agree to comply
with these laws and regulations governing export, re-export, import, transfer,
distribution, and use of the Materials. In particular, but without limitation,
the Materials may not be exported or re-exported (a) into any U.S. embargoed
countries or (b) to any person or entity listed on a denial order published by
the U.S. government or any other applicable governments. By using the
Materials, you represent and warrant that you are not located in any such
country or on any such list. You also agree that you will not use the Materials
for any purposes prohibited by the U.S. government or other applicable
governments, including, without limitation, the development, design,
manufacture or production of nuclear, missile, chemical or biological weapons.
You confirm that the Materials will not be re-exported or sold to a third party
who is known or suspected to be involved in activities including, without
limitation, the development, design, manufacture, or production of nuclear,
missile, chemical or biological weapons.
C. GOVERNING LAW, JURISDICTION, AND VENUE: All disputes arising out of or
related to this Agreement, whether based on contract, tort, or any other legal
or equitable theory, will in all respects be governed by, and construed and
interpreted under, the laws of the United States of America and the State of
Delaware, without reference to conflict of laws principles. The parties agree
that the United Nations Convention on Contracts for the International Sale of
Goods (1980) is specifically excluded from and will not apply to this
Agreement. All disputes arising out of or related to this Agreement, whether
based on contract, tort, or any other legal or equitable theory, will be
subject to the exclusive jurisdiction of the courts of the State of Delaware or
of the Federal courts sitting in that State. Each party submits to the personal
jurisdiction of those courts and waives all objections to that jurisdiction and
venue for those disputes.
D. SEVERABILITY: The parties intend that if a court holds that any provision or
part of this Agreement is invalid or unenforceable under applicable law, the
court will modify the provision to the minimum extent necessary to make it
valid and enforceable, or if it cannot be made valid and enforceable, the
parties intend that the court will sever and delete the provision or part from
this Agreement. Any change to or deletion of a provision or part of this
Agreement under this Section will not affect the validity or enforceability of
the remainder of this Agreement, which will continue in full force and
effect.
Document Title and Version: End User License Agreement for the Intel(R)
Software Development Products (Version March 2016)
* Other names and brands may be claimed as the property of others