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708 lines
44 KiB
708 lines
44 KiB
End User License Agreement for the Intel(R) Software Development Products
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(Version October 2018)
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IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA -
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PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING OR USING
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This Agreement forms a legally binding contract between you, or the company or
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other legal entity ("Legal Entity") for which you represent and warrant that you
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have the legal authority to bind that Legal Entity, (each, "You" or "Your") and
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Intel Corporation and its subsidiaries (collectively "Intel") regarding Your use
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of the Materials. By downloading, installing, copying or otherwise using the
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Materials, You agree to be bound by the terms of this Agreement. If You do not
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agree to the terms of this Agreement, do not download, install, copy or
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otherwise use the Materials. You affirm that You are 18 years old or older or,
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if not, Your parent, legal guardian or Legal Entity must agree and enter into
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this Agreement on your behalf.
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1. LICENSE DEFINITIONS.
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A. "Cloud Provider" means a third party cloud service provider offering a
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cloud-based platform, infrastructure, application or storage services, such
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as Microsoft Azure or Amazon Web Services, which You may utilize solely
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subject to the restrictions set forth in Section 4.3 B.
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B. "Computer" means a computer, workstation or server(s); as well as a
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container or virtual machine located on Your or Your Cloud Provider's
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server.
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C. "Confidential Information" means all Materials (as defined below), including
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any portions thereof, that are identified (in the product release notes, on
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Intel's download website for the Materials or elsewhere) or labeled as Intel
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confidential information or with a similar legend.
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D. "Derivative Work" means a derivative work, as defined in 17 U.S.C. 101, of
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the Software Source Code, that You developed.
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E. "Excluded License" means a license that requires, as a condition of use,
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modification, or distribution, that the licensed software or other software
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incorporated into, derived from or distributed with such software (a) be
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disclosed or distributed in Source Code form; (b) be licensed by the user to
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third parties for the purpose of making and/or distributing Derivative
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Works; or (c) be redistributable at no charge. Excluded Licenses include,
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without limitation, licenses that license or distribute software under any
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of the following licenses or distribution models, or licenses or
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distribution models substantially similar to any of the following: (a) GNU's
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General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic
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License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape
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Public License, (e) the Sun Community Source License (SCSL), (f) the Sun
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Industry Source License (SISL), and (g) the Common Public License (CPL).
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F. "Instance" means a single running copy of the Materials on a Computer.
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G. "Licensed Patent Claims" mean the claims of Intel's patents that are
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necessarily and directly infringed by the reproduction and distribution of
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the Materials that is authorized in Section 2 below, when the Materials are
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in their unmodified form as delivered by Intel to You and not modified or
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combined with anything else. Licensed Patent Claims are only those claims
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that Intel can license without paying, or getting the consent of, a third
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party.
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H. "Materials" mean the software, documentation, the software product serial
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number, and other materials, including any modifications, updates and
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upgrades thereto, that are provided to You under this Agreement. Materials
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also include any Redistributables, Source Code, Sample Source Code, and
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Pre-Release Materials, as defined below, but do not include Third Party
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Programs.
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I. "Microsoft Platforms" mean any current and future Microsoft operating system
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products, Microsoft run-time technologies (such as the .NET Framework), and
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Microsoft application platforms (such as Microsoft Office or Microsoft
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Dynamics) that Microsoft offers.
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J. "Pre-Release Materials" mean the Materials, or portions thereof, that are
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identified (in the product release notes, on Intel's download website for
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the Materials or elsewhere) or labeled as pre-release, prototype, alpha or
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beta code and, as such, the Pre-Release Materials are deemed to be
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pre-release code not suitable for commercial release, which may not be fully
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functional or tested and may contain bugs or errors, which Intel may
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substantially modify in its development of a commercial version, and for
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which Intel makes no assurances that it will ever develop or make generally
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available a commercial version.
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K. "Redistributables" mean the files (if any) listed in the "redist.txt",
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"redist-rt.txt" or similarly-named text files that may be included in the
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Materials for the applicable "Intel Software Development Product."
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L. "Sample Source Code" means those portions of the Materials that are Source
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Code files and are identified as sample source code. Sample Source Code may
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not be tested nor validated and is provided purely for Your convenience as a
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programming example.
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M. "Source Code" means the software (and not documentation or text) portion of
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the Materials provided in human readable format, and includes modifications
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to the Source Code that You make or are made on Your behalf as expressly
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permitted under the terms of this Agreement.
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N. "Third Party Programs" mean the files (if any) listed in the
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"third-party-programs.txt" text file that may be included in the Materials
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for the applicable software.
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O. "Your Product" means one or more commercial applications or products
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developed by or for You using the Materials.
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P. "Your Project" means one or more noncommercial applications, which may
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include personal use, not-for-profit business use, educational use, internal
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evaluation or open source applications, developed by or for You using the
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Materials.
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2. LICENSE GRANTS.
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2.1 License for Commercial License Types. Subject to the terms and conditions
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of this Agreement, including, but not limited to, the applicable license type
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use restrictions in Section 3.1 and other restrictions in Section 4 below, and
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timely payment of any fees (if applicable), Intel grants You a non-exclusive,
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worldwide, non-assignable (except as expressly permitted hereunder), limited
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right and license for the term You obtained pursuant to Section 3:
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A. under its copyrights, to:
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(1) reproduce internally a reasonable number of copies of the Materials for
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Your internal business use in accordance with the documentation or text
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files included as part of the Materials; provided, however, that this
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license does not include the right to sublicense and may only be
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exercised by You or Your employees;
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(2) use the Materials solely for Your internal business use to develop Your
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Product, in accordance with the documentation or text files included as
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part of the Materials, provided, however, that this license does not
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include the right to sublicense and may only be exercised by You or Your
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employees;
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(3) modify or create Derivative Works of the Materials or any portions
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thereof, that are provided in Source Code form, provided, however, that
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this license does not include the right to sublicense and may be
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exercised only by You or Your employees;
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(4) publicly perform, publicly display, and distribute (directly and through
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Your distributors, resellers and other channel partners) or otherwise make
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publicly available the Redistributables, including any modifications to or
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Derivative Works of the Redistributables made pursuant to
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Section 2.1.A(3), or any portions thereof, subject to the following
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restrictions:
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(a) Any distribution of the Redistributables must only be as part of Your
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Product which must add significantly more functionality than the
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Redistributables themselves;
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(b) Any additional restrictions which may appear in the Redistributables
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text files specified in Section 1.K above and in Section 4 below; and
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(c) The license under Section 2.1.A(4) includes the right to sublicense
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the Redistributables, but the sublicense rights are limited only to
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the sublicensing of any Intel copyrights in the Redistributables and
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only to the extent necessary to perform, display, and distribute the
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Redistributables (including Your modifications and Derivative Works
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thereto) solely as incorporated in Your Product.
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(d) You (i) will be solely responsible to Your customers for any update,
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support obligation or other liability which may arise from Your
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distribution of Your Product, (ii) will not make any statement that
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Your Product is "certified" or that its performance is guaranteed by
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Intel, (iii) will not use Intel's name or trademarks to market Your
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Product without written permission from Intel, (iv) will provide the
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Redistributables subject to a license agreement that prohibits
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disassembly and reverse engineering of the Redistributables except in
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cases where You provide Your Product subject to an open source
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license that is not an Excluded License, (e.g., the BSD license or the
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MIT license), (v) will indemnify, hold harmless, and defend Intel and
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its suppliers from and against any claims or lawsuits, including
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attorney's fees, that arise or result from Your modifications,
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Derivative Works or Your distribution of Your Product.
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and
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B. under Intel's Licensed Patent Claims, to:
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(1) make copies of the Materials only as specified in Section 2.1.A(1);
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(2) use the Materials only as specified in Section 2.1.A(2); and
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(3) offer to distribute, and distribute, but not sell, the Redistributables
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only as part of Your Product under Intel's copyright license granted in
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Section 2.1(A), but only under the terms of that copyright license and
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not as a sale (and this right does not include the right to sub-license);
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And, provided further, that the license under the Licensed Patent Claims
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does not and will not apply to, and Intel does not expressly grant You a
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patent license in this Agreement to, any modifications to, or Derivative
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Works of, the Materials, whether made by You, Your contractor(s), Your
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customer(s) (which, for all purposes under this Agreement, will mean
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either a customer, reseller, distributor or other channel partner) or any
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third party, even if the modification and Derivative Works are permitted
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under 2.1.A(3).
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2.2 License for Noncommercial License Types. Subject to the terms and conditions
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of this Agreement, including, but not limited to, the applicable license type
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use restrictions in Section 3.2 and other restrictions in Section 4 below, and
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timely payment of any fees (if applicable), Intel grants You a non-exclusive,
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worldwide, non-assignable, limited right and license for the term You obtained
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pursuant to Section 3, and under its copyrights, to:
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A. reproduce a reasonable number of copies of the Materials internally and use
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the Materials solely for Your Project in accordance with the documentation
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or text files included as part of the Materials, and for no commercial uses
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whatsoever; provided, however, that this license does not include the right
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to sublicense and may only be exercised by You or Your employees (if any);
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B. modify or create Derivative Works of the Materials, or any portions thereof,
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that are provided in Source Code form, provided, however, that this license
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does not include a right to redistribute the modifications or Derivative
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Works of the Materials, or the right to sublicense and may be exercised
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only by You or Your employees (if any);
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C. except for an evaluation license type, publicly perform, publicly display,
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and distribute or otherwise make publicly available the Redistributables,
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including any modifications to or Derivative Works of the Redistributables
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made pursuant to Section 2.2.B, or any portions thereof only for
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noncommercial uses, subject to the following restrictions:
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(1) any distribution of the Redistributables must only be as part of Your
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Project which must add significantly more functionality than the
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Redistributables themselves;
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(2) any additional restrictions which may appear in the Redistributables text
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files specified in Section 1.K above and in Section 4.1 below; and
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(3) the license under this Section 2.2.C includes the right to sublicense the
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Redistributables, but the sublicense rights are limited only to the
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sublicensing of any Intel copyrights in the Redistributables and only to
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the extent necessary to perform, display, and distribute the
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Redistributables (including Your modifications and Derivative Works
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thereto) solely as incorporated in Your Project.
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(4) You (i) will be solely responsible for any update, support obligation or
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other liability which may arise from Your distribution of Your Project,
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(ii) will not make any statement that Your Project is "certified" or that
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its performance is guaranteed by Intel, (iii) will not use Intel's name or
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trademarks in connection with Your Project without written permission from
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Intel, (iv) will provide the Redistributables subject to a license
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agreement that prohibits disassembly and reverse engineering of the
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Redistributables except in cases where You provide Your Project subject to
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an open source license that is not an Excluded License (e.g., the BSD
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license or the MIT license), (v) will indemnify, hold harmless, and defend
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Intel and its suppliers from and against any claims or lawsuits, including
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attorney's fees, that arise or result from Your modifications, Derivative
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Works or Your distribution of Your Project.
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2.3 Third Party Programs and Other Intel Programs Licenses. Third Party
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Programs, even if included with the distribution of the Materials, are
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governed by separate license terms, including without limitation, third
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party license terms, other Intel software license terms, and open source
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software license terms. Such separate license terms (and not this Agreement)
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solely govern Your use of the Third Party Programs.
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3. LICENSE USE TYPES.
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3.1 Commercial License Types. Commercial license types are provided under the
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terms of the license set forth in Section 2.1. If you have obtained a license
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to the Materials under any of these commercial license types, you may also use
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the Materials for Your Project.
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A. Single Named-User License. If You obtain the Materials under a single
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named-user license type, You may run as many Instances as needed for Your
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exclusive use, subject to Your compliance with all of the terms and
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conditions of this Agreement. You may obtain either a perpetual or time
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limited license. If You obtain a single named-user license type that is
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also time limited, the term of Your license is specified on Intel's
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download website, in the applicable documentation or controlled by the
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serial number for the Materials.
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B. Floating License. If You obtain the Materials under a floating license
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type, You may run as many Instances as needed on the designated network for
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use by no more than the authorized number of concurrent users, subject to
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their compliance with all of the terms and conditions of this Agreement.
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You may obtain either a perpetual or time limited license. If You obtain a
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floating license type that is also time limited, the term of Your license is
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specified on Intel's download website, in the applicable documentation or
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controlled by the serial number for the Materials.
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C. Site License. If You obtain the Materials under a site license type (i.e.,
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the Materials include the text file named "site_license_materials.txt"),
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You may run as many Instances as needed for use by any number of concurrent
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users located at the specified site or sites, subject to their compliance
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with all of the terms and conditions of this Agreement. You may obtain
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either a perpetual or time limited license. If You obtain a site license
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type that is also time limited, the term of Your license is specified on
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Intel's download website, in the applicable documentation or controlled by
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the serial number for the Materials.
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D. Community License. If You obtain the Materials under a community license
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type, You may run as many instances as needed for Your exclusive use,
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subject to Your compliance with all of the terms and conditions of this
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Agreement. The Materials are provided under a time limited license as
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specified on Intel's download website, in the applicable documentation or
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controlled by the serial number for the Materials.
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3.2 Noncommercial License Types. Noncommercial license types are provided under
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the terms of the license set forth in Section 2.2.
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A. Evaluation License. If You obtain the Materials under an evaluation license
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type, You may run as many instances as needed for your evaluation of the
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Materials, subject to Your compliance with all of the terms and conditions
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of this Agreement. You may not distribute any portion of the Materials, and
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any application and/or product developed by You may only be used for
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evaluation purposes and only for the term of the evaluation. The Materials
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are provided under a time limited license as specified on Intel's download
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website, in the applicable documentation or controlled by the serial number
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for the Materials.
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1) Pre-Release Materials. If the Materials You receive are Pre-Release
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Materials, in addition to the license restrictions in Section 2.2 and the
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restrictions in 3.2.A above, (i) You may not modify or incorporate the
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Pre-Release Materials into any product You are developing; (ii) You may
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not continue to use the Pre-Release Materials if and once a commercial
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version is released; and (iii) You may not disclose to any third party any
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benchmarks, performance results, or other information relating to the
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Pre-Release Materials.
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B. Noncommercial Use License. If You obtain the Materials under a noncommercial
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use license type, You may run as many instances as needed for Your exclusive
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use, subject to Your compliance with all of the terms and conditions of this
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Agreement. Any work performed or produced as a result of use of the
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Materials cannot be performed or produced for the benefit of other parties,
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including but not limited to, for a fee, compensation or any other
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reimbursement or remuneration, or "not for profit." The Materials are
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provided under a time limited license as specified on Intel's download
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website, in the applicable documentation or controlled by the serial number
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for the Materials.
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C. Educational License. If You obtain the Materials under an educational
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license type, You must be a teacher, professor, or a student and You may
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only use the Materials for educational purposes. Any work performed or
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produced as a result of use of the Materials cannot be performed or produced
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for the benefit of other parties, including but not limited to, for a fee,
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compensation or any other reimbursement or remuneration, or
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"not for profit." The Materials are provided under a time limited license as
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specified on Intel's download website, in the applicable documentation or
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controlled by the serial number for the Materials. There are two educational
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license types as follows:
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1) Single Named-User Educational License. If You obtain the Materials under a
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single named-user educational license type, You may run as many instances
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as needed for Your exclusive use, subject to Your compliance with all of
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the terms and conditions of this Agreement.
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2) Floating Educational License. If You obtain the Materials under a floating
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educational license type, You may run as many Instances as needed on the
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designated network for use by no more than the authorized number of
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concurrent users, subject to their compliance with all of the terms and
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conditions of this Agreement.
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4. LICENSE CONDITIONS.
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4.1 Restrictions. Except as expressly provided in this Agreement, You may NOT:
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(i) use, copy, distribute, or publicly display the Materials; (ii) rent or lease
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the Materials to any third party; (iii) assign this Agreement or transfer the
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Materials; (iv) modify, adapt, or translate the Materials in whole or in part;
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(v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to
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modify or tamper with the normal function of any license manager that may
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regulate usage of the Materials; (vii) distribute, sublicense or transfer the
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Source Code form of any components of the Materials or derivatives thereof to
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any third party; (viii) distribute Redistributables except as part of a larger
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program that adds significant primary functionality different from that of the
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Redistributables; (ix) distribute the Redistributables to run on a platform
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other than a Microsoft Platform if according to the accompanying user
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documentation the Materials are meant to execute only on a Microsoft Platform;
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(x) include the Redistributables in malicious, deceptive, or unlawful programs
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or products; (xi) modify, create a Derivative Work, link, or distribute the
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Materials so that any part of it becomes subject to an Excluded License; or
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(xii) use the Materials directly or indirectly for service bureau purposes
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(i.e., a service whereby the use of or access to the Materials (including the
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Redistributables) is provided to a third party as a service, as opposed to
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granting use of or access to the Materials (including the Redistributables) to
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a third party through an end user license agreement. An example of a service
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bureau service is the salesforce.com service business model).
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4.2 Safety, Critical, and Lifesaving Applications. Safety is Your
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responsibility. To the extent You use the Materials to create, or as part of,
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products used in safety-critical applications designed to comply with functional
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safety standards or requirements ("Safety-Critical Applications"), it is Your
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responsibility to design, manage and assure system-level safeguards to
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anticipate, monitor and control system failures, and You agree that You are
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solely responsible for all applicable regulatory standards and safety-related
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requirements concerning Your use of the Materials in Safety Critical
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Applications. The Materials are also not designed, intended, or authorized for
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use in any type of a system or application in which the failure of the Materials
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could create a situation where personal injury or death may occur (e.g., medical
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systems, life sustaining or lifesaving systems) ("Lifesaving Applications").
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Should You use the Materials for Safety-Critical Applications or Life-saving
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Applications, You agree to indemnify, defend, and hold Intel and its
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representatives harmless against all claims, costs, damages, and expenses,
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including reasonable attorney fees arising in any way out of Your use of the
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Materials in Safety-Critical Applications and claims of product liability,
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personal injury or death associated with Lifesaving Applications; even if, for
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either type of application, such claims alleges that Intel was negligent
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regarding the design or manufacture of the Materials.
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4.3 Third Party Use.
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A. If You are an entity with a license pursuant to Section 3.1, Your
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contractors may use the Materials as specified in Section 2 above, provided:
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(i) their use of the Materials is solely on behalf of and in support of Your
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business, (ii) they agree to the terms and conditions of this Agreement, and
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(iii) You are solely responsible for their use of the Materials.
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B. You may utilize a Cloud Provider to host the Materials for You, provided:
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(i) the Cloud Provider may only host the Materials for Your exclusive use
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and may not use the Materials for any other purpose whatsoever, including the
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restriction set forth in Section 4.1(xii); (ii) the Cloud Provider's use of
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the Materials must be solely on behalf of and in support of Your Product or
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Your Project (as applicable), and (iii) You will indemnify, hold harmless,
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and defend Intel and its suppliers from and against any claims or lawsuits,
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including attorney's fees, that arise or result from Your Cloud Provider's
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use, misuse or disclosure of the Materials.
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4.4 Media Format Codecs and Digital Rights Management. You acknowledge and agree
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that Your use of the Materials or distribution of the Materials with Your
|
|
Product or Your Project 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.
|
|
|
|
4.5 Materials Transfer. You may only permanently transfer the Materials you
|
|
receive pursuant to a license type listed in Section 3.1 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, JF2-28
|
|
|
|
5. DATA COLLECTION AND PRIVACY.
|
|
|
|
5.1 Anonymous Data Collection by Materials. Certain Materials may generate and
|
|
collect anonymous data about the Materials and transmit it to Intel as a
|
|
one-time event during installation. This anonymous data collection may include,
|
|
but is not limited to, product name, product version, license type, support type,
|
|
and installation status. Anonymous data collection by the Materials does not
|
|
include: (a) any personal or personally identifiable data of You, an end user or
|
|
a data subject; (b) data or information identifying a business entity; or (c)
|
|
data or information about non-Intel software. The purpose of the anonymous data
|
|
collection by the Materials is to enable Intel to develop, improve, and support
|
|
Intel's products and services.
|
|
|
|
5.2 Provisioning Data Collection. Provisioning data may be collected and
|
|
transmitted to Intel as a one-time event during installation in order to
|
|
activate the Materials. This collection may be mandatory and a condition of
|
|
using the Materials in order to verify the right to use the Materials.
|
|
Provisioning data includes the Material's unique serial number and it may be
|
|
combined with other information about the Materials and Your Computer.
|
|
Provisioning data is not shared with or disclosed to parties outside of Intel.
|
|
Intel may retain the provisioning data indefinitely.
|
|
|
|
5.3 Other Data Collection.
|
|
|
|
A. Collection of Registration Data. Some Materials may require registration of
|
|
the Materials with Intel during installation. The information currently
|
|
collected during registration is Your first name, Your last name, Your
|
|
email, Your company, and Your country. The registration information is
|
|
subject to change, however, You will be notified at the time of registration
|
|
what information will be collected, why it is being collected, how long it
|
|
will be retained by Intel, and how to have Your registration information
|
|
removed from Intel's registration database if You so choose to do so at a
|
|
later date.
|
|
|
|
B. Optional Collection of Analytical Data. You may be given the option during
|
|
installation of the Materials to consent to the collection of analytical
|
|
data. Analytical data may include technical information about Your software
|
|
installation and runtime status (such as installation metrics, serial
|
|
number, counters, flags, and timestamps), and Your development environment
|
|
(such as operating system, CPU architecture, and other Intel products
|
|
installed). You will be notified at the time of installation what analytical
|
|
data will be collected if You agree to such collection, why it is being
|
|
collected, how long it will be retained by Intel, and how to stop the
|
|
collection of analytical data if You so choose to do so at a later date.
|
|
|
|
C. Required Collection of Analytical Data. For certain Materials, the
|
|
collection of analytical data as described in Section 4.3 B may be a
|
|
requirement of use. In these cases, You will be given notice and the option
|
|
to cancel the download or installation of the Materials if you do not wish
|
|
to consent to the collection of analytical data.
|
|
|
|
5.4 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.
|
|
|
|
6. 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.
|
|
|
|
7. 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 under the terms of this Agreement. Intel may in its sole
|
|
discretion offer such support, updates 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 representative.
|
|
|
|
8. LIMITATION OF LIABILITY. Use of the Materials are at Your own risk. In no
|
|
event will Intel or its suppliers be liable for any direct, indirect,
|
|
incidental, consequential, special, or other losses or damages arising out of or
|
|
related to this Agreement or Your use of the Materials, including without
|
|
limitation, any of the following losses or damages (whether such losses or
|
|
damages were foreseen, foreseeable, known or otherwise): (i) loss of revenue;
|
|
(ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv)
|
|
loss of anticipated savings; (v) loss of business; (vi) loss of opportunity;
|
|
(vii) loss of goodwill; (viii) loss of use of the Software; (ix) loss of
|
|
reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect,
|
|
incidental special or consequential loss of damage however caused (including
|
|
loss or damage of the type specified in this Section 6).
|
|
|
|
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. The Materials are the
|
|
Confidential Information of Intel. You will maintain the confidentiality of
|
|
Intel's Confidential Information 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 only disclose
|
|
the Confidential Information 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 employee.
|
|
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 serial number 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, 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.
|
|
|
|
13.1 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 (Version October 2018)); except that Intel may make changes to the
|
|
Agreement as it distributes new versions of the Materials. When 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.
|
|
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.
|
|
|
|
13.2 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.
|
|
|
|
13.3 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.
|
|
|
|
13.4 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.
|
|
|
|
* Other names and brands may be claimed as the property of others
|