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Intel Property License (IPL)

INTEL SOFTWARE TOOLS LICENSE AGREEMENT

DO NOT download, access, copy, or otherwise use the Software (as defined below)
that may be provided or otherwise made available by Intel Corporation ("Intel")
to you (in your individual capacity), your employer or other entity for whose
benefit you act ("Licensee") until you have carefully read and unless you accept
the following terms and conditions.  By downloading, copying, accessing, or
otherwise using the Software, Licensee agrees to be legally bound by the terms
and conditions of this Software Tools License Agreement ("Agreement"). If you do
not agree to these terms and conditions, please do not continue to download,
copy, access or otherwise use the Software.

Intel may make available to Licensee certain software tools in binary format
solely for configuration purposes, including those software tools and any
associated documentation listed in Exhibit A of this Agreement ("Software"),
subject to the terms and conditions of this Agreement.

LICENSE

Subject to the terms and conditions of this Agreement, Intel grants to Licensee,
during the term of this Agreement, a non-exclusive, personal, non- transferable,
non-sublicensable, revocable, royalty-free license:

  a) under Intel's copyrights to reproduce the Software internally solely for
     the purposes of configuring Licensee products containing Intel
     microprocessors; and
  b) under Intel's Licensed Patent Claims to reproduce internally and use the
     Software internally.

For purposes of this Agreement Intel's "Licensed Patent Claims" means the claims
of Intel's patents that are necessarily and directly infringed by the
reproduction of the Software that is authorized in subsection (a) above, when
that Software is in its unmodified form as delivered by Intel to Licensee 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.

All rights, title and interest in and to the Software and Documentation are and
will remain the exclusive property of Intel. Licensee will not and will not
allow any third party to use, reproduce, modify, create derivative works of,
disassemble, decompile, or reverse engineer the Software or otherwise attempt to
derive the Software's source code.

The consideration under this Agreement is only for the licenses that Intel
expressly grants to Licensee in subsections (a) and (b) 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.
Licensee acknowledges that an essential basis of the bargain in this Agreement
is that Intel grants Licensee no licenses or other rights including, but not
limited to, patent, copyright, trademark, trade name, service mark or other
intellectual property licenses or rights with respect to the Software, by
implication, estoppel or otherwise, except for the licenses expressly granted in
subsections (a) and (b) above.  Specifically, except for the licenses that Intel
expressly grants to Licensee in subsections (a) and (b) above, Intel grants no
licenses or other rights, expressly or by implication, estoppel or otherwise,
to: (i) make, use, sell, offer for sale, or import modifications of the
Software; (ii) sell or offer to sell the Software; (iii) combine the Software or
modified versions of the Software with other items or to use any such
combination; or (iv) any claims of any patents, patent applications, or other
patent rights of Intel other than the Licensed Patent Claims. Licensee
acknowledges that there are significant uses of the Software in its original,
unmodified and uncombined form.  The consideration for the license in this
Agreement reflects Intel's continuing right to assert patent claims against any
modifications (including, without limitation, error corrections and bug fixes)
of, or combinations with, the Software that Licensee or third parties make that
infringe any Intel patent claim.

Except as expressly permitted under subsections (a) and (b) above, Licensee will
not allow the Software to be accessed or used by third parties. Notwithstanding
the foregoing, Licensee's authorized consultants and subcontractors may access
the Software to the extent such access is required for them to perform services
on Licensee's behalf consistent with the license granted to Licensee under this
Agreement, provided Licensee first requires those consultants and subcontractors
to sign written agreements obligating them to observe the same restrictions
concerning the Software as are contained in this Agreement, and further provided
that Licensee will be fully liable to Intel for the actions and inaction of
those consultants and subcontractors.

Upon reasonable advance notice, Intel will have the right to inspect or have an
independent auditor inspect Licensee's facilities and records during normal
business hours to verify Licensee's compliance with the terms and conditions of
this Agreement.

CONFIDENTIALITY

Licensee will not disclose the terms or existence of this Agreement or use
Intel's name in any publications, advertisements, or other announcements without
Intel's prior written consent.  Licensee does not have any rights to use any
Intel trademarks, brands or logos.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS

Title to all copies of the Software remains with Intel or its suppliers. The
Software is copyrighted and protected by the laws of the United States and other
countries, and international treaty provisions. Licensee shall include all
copyright notices for the Software in all copies, and Licensee shall not cover,
alter or otherwise obscure such copyright notices. Intel may make changes to the
Software, or to items referenced therein, at any time and without notice, but is
not obligated to support or update the Software.

LIMITED MEDIA WARRANTY

If the Software has been delivered by Intel on physical media, Intel warrants
the media to be free from material physical defects for a period of ninety (90)
days after delivery by Intel. If such a defect is found, return the media to
Intel for replacement or alternate delivery of the Software as Intel may select.

EXCLUSION OF OTHER WARRANTIES

EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS 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 contained within the Software.

LIMITATION OF LIABILITY

IN NO EVENT WILL INTEL OR ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS BE LIABLE
FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS,
BUSINESS INTERRUPTION OR LOST DATA, OR INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES) IN RELATION TO OR ARISING OUT OF THIS
AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, IRRESPECTIVE OF
WHETHER INTEL HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN TORT, CONTRACT, STRICT
LIABILITY, OR OTHERWISE).

TERMINATION OF THIS AGREEMENT

Intel may terminate this Agreement at any time in its sole discretion, on notice
to Licensee. Upon termination of this Agreement, Licensee will immediately
destroy the Software or return all copies of the Software to Intel, and all
licenses granted to Licensee under this Agreement will immediately terminate.

GOVERNING LAW AND JURISDICTION

All matters arising out of or related to this Agreement, including without
limitation all matters connected with its performance, shall be construed,
interpreted, applied and governed in all respects in accordance with the laws of
the United States of America and the State of Delaware, without reference to
conflict of laws principles.  The provisions of the United Nations Convention on
Contracts for the International Sale of Goods will not apply to this Agreement.
All disputes and litigation arising out of or related to this Agreement,
including without limitation matters connected with its performance, will be
subject to the exclusive jurisdiction of the courts of the State of Delaware or
of the federal courts sitting therein. Each party hereby irrevocably submits to
the personal jurisdiction of such courts and irrevocably waives all objections
to such venue.

EXPORT

Licensee acknowledges that the Software and all related technical information or
materials is subject to export controls under the laws and regulations of the
United States and any other applicable governments. Licensee agrees to comply
with these laws and regulations governing export, re-export, import, transfer,
distribution, and use of the Software and all related technical information or
materials. In particular, but without limitation, the Software and all related
technical information or 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 Software and all related technical information or materials, Licensee
represents and warrants that Licensee is not located in any such country or on
any such list. Licensee also agrees that Licensee will not use the Software and
all related technical information or materials for any purposes prohibited by
the U.S. government or other applicable governments' laws, including, without
limitation, the development, design, manufacture or production of nuclear,
missile, chemical or biological weapons. Licensee confirms that the Software and
all related technical information or 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. Licensee agrees
that Software and all related technical information or materials subject to
control under defense laws and regulations (e.g., the International Traffic in
Arms Regulations (ITAR)) must not be transferred to non-U.S. persons, whether
located in the U.S. or abroad, without a government license. Licensee will
indemnify Intel against any loss related to Licensee's failure to conform to
these requirements.

GOVERNMENT RESTRICTED RIGHTS

The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or
disclosure by the Government is subject to restrictions as set forth in
FAR52.227-14 and DFAR252.227-7013 et seq. or their successors. Use of the
Software by the Government constitutes acknowledgment of Intel's proprietary
rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission
College Blvd., Santa Clara, CA, USA 95052.

GENERAL

This Agreement, including the attached Exhibit, constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
merges and supersedes all prior and contemporaneous agreements, understandings,
negotiations, and discussions, whether oral or written, implied or express, with
respect to the subject matter of this Agreement.  Licensee may not assign any
rights or delegate any obligations under this Agreement, in whole or in part and
whether by contract, operation of law, merger, consolidation, sale of all or
substantially all of Licensee's outstanding shares or assets, change in control,
or on any other basis, without the prior written consent of Intel. Any attempt
by Licensee to assign any rights or delegate any obligations under this
Agreement without Intel's prior written consent will be null and void.  For
purposes of this Agreement, the acquisition, merger, consolidation, change in
control, or sale of all or substantially all of the outstanding shares or assets
of Licensee or any similar transaction or any assignment by operation of law
shall be deemed an assignment by Licensee that requires Intel's written consent.
Intel may freely assign any rights or delegate any obligations under this
Agreement, in whole or in part, without Licensee's consent. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the respective
parties and their permitted successors and assigns.