SOFTWARE TOOLS LICENSE AGREEMENT

DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE MATERIALS (DEFINED BELOW) UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE MATERIALS, 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 DEVELOPMENT TOOLS 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.  DEFINITIONS. The following definitions are used throughout this Agreement:

“Affiliate” means any entity controlling, controlled by or under common control with a Party hereto, where “control” means the direct or indirect ownership of more than fifty percent (50%) of such entity’s capital or equivalent voting rights. An entity will be deemed an “Affiliate” only as long as such control exists during the term of this Agreement.

“Contractor” means a third party consultant or subcontractor who requires access to or use of the Materials to perform work on Your behalf or at Your behest.

“Development Tools” means the development, evaluation, production, or test tool software, and associated documentation or other collateral, identified in the “development_tools.txt” text files, if any, included in the Materials.

“Derivatives” means derivative works as defined in 17 U.S.C § 101 et seq.

“Intel-based Device” means a device designed, manufactured, or configured by You or Your Affiliates to include or operate Intel hardware, software, or services.

"Materials" means the software, documentation, the software product serial number and license key codes (if applicable), Development Tools, Redistributables, and other materials or collateral, including any updates and upgrades thereto, in source code or object code form where applicable, that are provided or otherwise made available by Intel to You under this Agreement. “Materials” do not include Open Source Software or any computer  programming code that is subject to an agreement, obligation or license (whether or not accompanying the Materials) intended to supersede this Agreement.

"Redistributables" means the software, documentation, or other collateral identified in the “redist.txt” text files, if any, included in the Materials.

2.  LIMITED LICENSE.

(A)  Subject to the terms and conditions of this Agreement, Intel grants You and Your Affiliates, 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), unless expressly stated otherwise, to:

(1)   internally reproduce and install a reasonable number of copies of the Materials for Your internal use solely for the purposes of designing, developing, manufacturing and testing Intel-based Devices;

(2)  internally reproduce the source code of the Development Tools, if provided to You by Intel, and to internally create and reproduce Derivatives of the Development Tools, and to internally reproduce the binary code of the Development Tools, or any Derivatives created by You, in each case solely for the purpose of designing, developing, manufacturing and testing the Intel-based Device, solely as necessary for the integration of any Intel software and the output generated by the Development Tools, with and into Intel-based Devices;

(3)  create Derivatives of the Redistributables, or any portions thereof, provided to You by Intel in source code form solely for the purposes of designing, developing, debugging, modifying, distributing and testing software containing significantly more functionality and features than the Redistributables in the form provided to You by Intel;

(4)  distribute (or otherwise make available) on a royalty-free basis, subject to any other terms and conditions which may appear in the Redistributables text files, the Redistributables, including any Derivatives of the Redistributables pursuant to Section 2(A)(3), or any portions thereof, only as integrated or embedded in software (and not on a stand-alone basis) solely for use on an Intel-based Device; and

(5)  have the tasks set forth in Section 2(A)(1) and (2) above performed by a Contractor on the conditions that You enter into a written confidentiality agreement with any such Contractor, subject to Section 7 (Confidentiality), and You remain fully liable to Intel for the actions and inactions of Your Contractors.

(B) You will be liable for Your Affiliate’s breach of these terms. In addition, You acknowledge that Your Affiliates are beneficiaries of the licenses granted by Intel under Section 2.

(C)   Intel hereby grants You the right to sub-license (without rights to further sublicense) the Development Tools, including any accompanying documentation, to Your manufacturing partners, in the code format provided to You by Intel, solely for designing, developing, manufacturing and testing the Intel-based Devices solely as necessary for the integration of any Intel software and the output generated by the Development Tools, with and into Intel-based Devices. The sublicense is subject to a written sublicensing agreement that contains confidentiality obligations and license restrictions that are no less protective of Intel than those provided in this Agreement. You will be fully responsible and liable towards Intel for Your sub-licensees’ compliance with all such confidentiality obligations and license restrictions. You may grant Your manufacturing partners the right to further distribute Redistributables solely as integrated or embedded in software for Your Intel-based Devices.


3.  LICENSE RESTRICTIONS. All right, title and interest in and to the Materials and associated documentation are and will remain the exclusive property of Intel and its 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 Materials or associated documentation; (ii) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create derivative works from the Materials except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Materials; (iii) use or make the Materials available for the use or benefit of third parties; or (iv) use the Materials on Your products other than those that include the Intel product(s), platform(s), or software identified in the Materials; or (v) publish or provide any Materials benchmark or  comparison test results.

If You received the Materials solely for evaluation purposes, You have no distribution rights to the Materials or any portion thereof.

Distribution of the Redistributables is also subject to the following conditions: You shall: (i) be solely responsible to Your customers and end users for any update or support obligation or other liability which may arise from the distribution, (ii) not make any statement that Your software is "certified", or that its performance is guaranteed, by Intel, (iii) not use Intel's name or trademarks to promote Your software without prior written permission, (iv) use a license agreement that contains provisions that are at least as restrictive as this Agreement and which prohibits disassembly and reverse engineering of the Materials provided in object code form, and (v) indemnify, hold harmless, and defend Intel, Intel’s Affiliates, and its licensors from and against any claims or lawsuits, including attorney's fees, that arise or result from Your Derivatives or Your distribution of Your software.

The consideration under this Agreement is only for the licenses Intel expressly grants above. Any other rights including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any additional license. 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 Materials and associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge there are significant uses of the Materials in their original, unmodified and uncombined form. The consideration for the licenses in this Agreement reflects Intel’s continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Materials that You, Your Affiliates or third parties make that infringe any Intel patent claim.

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 Materials (“Feedback”). If any software included in the Materials 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 Materials provided by You or on Your behalf.

5.  OPEN SOURCE STATEMENT. The Materials 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) and/or file header(s) provided with or otherwise associated with the Materials. Neither You nor any Original Equipment Manufacturer (OEM), Original Device Manufacturer (ODM), customer, or distributor may subject any proprietary portion of the Materials to any OSS license obligations including, without limitation, combining or distributing the Materials with OSS in a manner that subjects Intel, the Materials 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 Materials 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 Materials. 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.

7.  CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged confidential information, as well as the Materials are subject to the terms and conditions of the Non-Disclosure Agreement(s) or Intel Pre-Release Loan Agreement(s) (referred to herein collectively or individually as “NDA”) entered into by and in force between Intel and You, and in any case no less confidentiality protection than You apply to Your information of similar sensitivity. If You would like to have a Contractor perform work on Your behalf that requires any access to or use of Materials You must obtain a written confidentiality agreement from the Contractor which contains terms and conditions with respect to access to or use of Materials no less restrictive than those set forth in this Agreement, excluding any distribution rights and use for any other purpose, and You will remain fully liable to Intel for the actions and inactions of those Contractors. You may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent.

8.  NO OBLIGATION; NO AGENCY. Intel may make changes to the Software, or items referenced therein, at any time without notice. Intel is not obligated to support, update, provide training for, or develop any further version of the Software or to grant any license thereto. No agency, franchise, partnership, joint- venture, or employee-employer relationship is intended or created by this  Agreement.

9.  EXCLUSION OF WARRANTIES. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility   for the accuracy or completeness of any information, text, graphics, links or other items within the Materials.

10.  LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES, LICENSORS OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY IN PART NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE MATERIALS LICENSED HEREUNDER ARE NOT DESIGNED    OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE DEVELOPMENT TOOLS COULD LEAD TO PERSONAL INJURY OR DEATH. YOU WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS,  EMPLOYEES,  AND  AGENTS)  HARMLESS  AGAINST  ALL  CLAIMS,  LIABILITIES,  LOSSES,  COSTS,  DAMAGES,  AND  EXPENSES  (INCLUDING REASONABLE


ATTORNEY FEES), ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE MATERIALS AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSOR OR SUPPLIER WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE MATERIALS. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU AND INTEL WOULD NOT BE ABLE TO PROVIDE THE MATERIALS WITHOUT SUCH  LIMITATIONS.

11.  TERMINATION AND SURVIVAL. Intel may terminate this Agreement for any reason with thirty (30) days’ notice and immediately if You or someone acting on Your behalf or at Your behest violates any of its terms or conditions. Upon termination You will immediately destroy and ensure the destruction of the Materials (including providing certification of such destruction or return back to Intel). Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement, except Section 2, will survive termination. In the event of termination of this Agreement, the license grant to any Redistributables, including Your Derivatives of the Redistributables, distributed by You prior to the effective date of such termination and in accordance with the terms and conditions of this Agreement shall survive any such termination of this Agreement.

12.  GOVERNING LAW AND JURISDICTION. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the Parties.

13.  EXPORT REGULATIONS/EXPORT CONTROL. You agree that neither You nor Your subsidiaries or Affiliates will export/re-export the Materials, directly  or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event the Materials are exported from the U.S.A. or re-exported from a foreign destination by You, Your subsidiaries, or Your Affiliates, You will ensure that the distribution and export/re-export or import of the Materials complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.

14.  GOVERNMENT RESTRICTED RIGHTS. The Materials are a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212). Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202- 1 through 227.7202-4, You will not provide the Materials to the U.S. Government. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.

15.   TRADEMARKS. Third party trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the Materials are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The reference to such Trademarks (if any) by Intel in any of the Materials does not constitute: (i) an affiliation by Intel and its licensors with such company, or (ii) an endorsement or approval of such company of Intel and its licensors and its products or services.

16.  ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights or duties hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without Intel’s express prior written consent, will be null and void. Intel may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.

17.  ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA with Intel constitute the entire agreement between the Parties with respect to the subject matter hereof, and merge and supersede all prior or contemporaneous agreements, understandings, negotiations and discussions. Neither Party will be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. In the event any provision of this Agreement is unenforceable or invalid under any applicable law  or applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, instead such provision will be changed and interpreted so as to best accomplish the objectives of such provision within legal limits.

18.  WAIVER. The failure of a Party to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will waiver by a Party of a breach of any provision hereof constitute a waiver of the provision itself.

19.  PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE PRIVACY NOTICE AT HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES AND SHARES INFORMATION ABOUT YOU.