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1Intel End User License Agreement for Developer Tools (Version October 2021)
2
3IMPORTANT NOTICE - PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING
4OR USING
5
6This Agreement is between you, or the company or other legal entity that you
7represent and warrant you have the legal authority to bind, (each, "You" or
8"Your") and Intel Corporation and its subsidiaries (collectively, "Intel")
9regarding Your use of the Materials. By downloading, installing, copying or
10using the Materials, You agree to be bound by the terms of this Agreement. If
11You do not agree to the terms of this Agreement, or do not have legal authority
12or required age to agree to them, do not download, install, copy or use the
13Materials.
14
151. LICENSE DEFINITIONS.
16
17 A. "Cloud Provider" means a third party service provider offering a cloud-based
18 platform, infrastructure, application or storage services, such as Microsoft
19 Azure or Amazon Web Services, which You may only utilize to host the
20 Materials subject to the restrictions set forth in Section 2.3 B.
21
22 B. "Derivative Work" means a derivative work, as defined in 17 U.S.C. 101, of
23 the Source Code.
24
25 C. "Executable Code" means computer programming code in binary form suitable
26 for machine execution by a processor without the intervening steps of
27 interpretation or compilation.
28
29 D. "Materials" mean the software, documentation, the software product serial
30 number, and other collateral, including any updates, made available to You
31 by Intel under this Agreement. Materials include Redistributables,
32 Executable Code, Source Code, Sample Source Code, and Pre-Release Materials,
33 but do not include Third Party Software.
34
35 E. "Pre-Release Materials" mean the Materials, or portions of the Materials,
36 that are identified (in the product release notes, on Intel's download
37 website for the Materials or elsewhere) or labeled as pre-release,
38 prototype, alpha or beta code and, as such, are deemed to be pre-release
39 code (i) which may not be fully functional or tested and may contain bugs or
40 errors; (ii) which Intel may substantially modify in its development of a
41 production version; or (iii) for which Intel makes no assurances that it
42 will ever develop or make a production version generally available.
43 Pre-Release Materials are subject to the terms of Section 3.2.
44
45 F. "Reciprocal Open Source Software" means any software that is subject to a
46 license which requires that (i) it must be distributed in source code form;
47 (ii) it must be licensed under the same open source license terms; and (iii)
48 its derivative works must be licensed under the same open source license
49 terms. Examples of this type of license are the GNU General Public License
50 or the Mozilla Public License.
51
52 G. "Redistributables" mean the files (if any) listed in the "redist.txt,"
53 "redist-rt.txt" or similarly-named text files that may be included in the
54 Materials. Redistributables include Sample Source Code.
55
56 H. "Sample Source Code" means those portions of the Materials that are Source
57 Code and are identified as sample code. Sample Source Code may not have been
58 tested or validated by Intel and is provided purely as a programming example.
59
60 I. "Source Code" means the software portion of the Materials provided in human
61 readable format.
62
63 J. "Third Party Software" mean the files (if any) listed in the
64 "third-party-software.txt" or other similarly-named text file that may be
65 included in the Materials for the applicable software. Third Party Software
66 is subject to the terms of Section 2.2.
67
68 K. "Your Product" means one or more applications, products or projects
69 developed by or for You using the Materials.
70
712. LICENSE GRANTS.
72
732.1 License to the Materials. Subject to the terms and conditions of this
74 Agreement, Intel grants You a non-exclusive, worldwide, non-assignable,
75 non-sublicensable, limited right and license under its copyrights, to:
76
77 A. reproduce internally a reasonable number of copies of the Materials for Your
78 personal or business use;
79
80 B. use the Materials solely for Your personal or business use to develop Your
81 Product, in accordance with the documentation included as part of the
82 Materials;
83
84 C. modify or create Derivative Works only of the Redistributables, or any
85 portions, that are provided to You in Source Code;
86
87 D. distribute (directly and through Your distributors, resellers, and other
88 channel partners, if applicable), the Redistributables, including any
89 modifications to or Derivative Works of the Redistributables or any portions
90 made pursuant to Section 2.1.C subject to the following conditions:
91
92 (1) Any distribution of the Redistributables must only be as part of Your
93 Product which must add significant primary functionality different than
94 that of the Redistributables themselves;
95
96 (2) You must only distribute the Redistributables originally provided to You
97 by Intel only in Executable Code subject to a license agreement that
98 prohibits reverse engineering, decompiling or disassembling the
99 Redistributables;
100
101 (3) This distribution right includes a limited right to sublicense only the
102 Intel copyrights in the Redistributables and only to the extent necessary
103 to perform, display, and distribute the Redistributables (including Your
104 modifications and Derivative Works of the Redistributables provided in
105 Source Code) solely as incorporated in Your Product; and
106
107 (4) You: (i) will be solely responsible to Your customers for any update,
108 support obligation or other obligation or liability which may arise from
109 the distribution of Your Product, (ii) will not make any statement that
110 Your Product is "certified" or that its performance is guaranteed by Intel
111 or its suppliers, (iii) will not use Intel's or its suppliers' names or
112 trademarks to market Your Product, (iv) will comply with any additional
113 restrictions which are included in the text files with the
114 Redistributables and in Section 3 below, (v) will indemnify, hold
115 harmless, and defend Intel and its suppliers from and against any claims
116 or lawsuits, costs, damages, and expenses, including attorney's fees, that
117 arise or result from (a) Your modifications or Derivative Works of the
118 Materials or (b) Your distribution of Your Product.
119
1202.2 Third Party Software. Third Party Software, even if included with the
121 distribution of the Materials, may be governed by separate license terms,
122 including without limitation, third party license terms, open source
123 software notices and terms, and/or other Intel software license terms. These
124 separate license terms solely govern Your use of the Third Party Software.
125
1262.3 Third Party Use.
127
128 A. If You are an entity, Your contractors may use the Materials under the
129 license specified in Section 2, provided: (i) their use of the Materials is
130 solely on behalf of and in support of Your business, (ii) they agree to the
131 terms and conditions of this Agreement, and (iii) You are solely responsible
132 for their use, misuse or disclosure of the Materials.
133
134 B. You may utilize a Cloud Provider to host the Materials for You, provided:
135 (i) the Cloud Provider may only host the Materials for Your exclusive use
136 and may not use the Materials for any other purpose whatsoever, including the
137 restriction set forth in Section 3.1(xi); (ii) the Cloud Provider's use of
138 the Materials must be solely on behalf of and in support of Your Product, and
139 (iii) You will indemnify, hold harmless, and defend Intel and its suppliers
140 from and against any claims or lawsuits, costs, damages, and expenses,
141 including attorney's fees, that arise or result from Your Cloud Provider's
142 use, misuse or disclosure of the Materials.
143
1443. LICENSE CONDITIONS.
145
1463.1 Restrictions. Except as expressly provided in this Agreement, You may NOT:
147 (i) use, reproduce, disclose, distribute, or publicly display the
148 Materials; (ii) share, publish, rent or lease the Materials to any third
149 party; (iii) assign this Agreement or transfer the Materials; (iv) modify,
150 adapt, or translate the Materials in whole or in part; (v) reverse engineer,
151 decompile, or disassemble the Materials, or otherwise attempt to derive the
152 source code for the software; (vi) work around any technical limitations in
153 the Materials; (vii) distribute, sublicense or transfer any Source Code,
154 modifications or Derivative Works of any Source Code to any third party;
155 (viii) remove, minimize, block or modify any notices of Intel or its
156 suppliers in the Materials; (ix) include the Redistributables in malicious,
157 deceptive, or unlawful programs or products or use the Materials in any way
158 that is against the law; (x) modify, create a Derivative Work, link, or
159 distribute the Materials so that any part of it becomes Reciprocal Open
160 Source Software; (xi) use the Materials directly or indirectly for SaaS
161 services or service bureau purposes (i.e., a service that allows use of or
162 access to the Materials by a third party as part of that service, such as
163 the salesforce.com service business model).
164
1653.2 Pre-Release Materials. If You receive Pre-Release Materials, You may
166 reproduce a reasonable number of copies and use the Pre-Release Materials
167 for evaluation and testing purposes only. You may not (i) modify or
168 incorporate the Pre-Release Materials into Your Product; (ii) continue to
169 use the Pre-Release Materials once a commercial version is released; or
170 (iii) disclose to any third party any benchmarks, performance results, or
171 other information relating to the Pre-Release Materials. Intel may waive
172 these restrictions in writing at its sole discretion; however, if You decide
173 to use the Pre-Release Materials in Your Product (even with Intel's waiver),
174 You acknowledge and agree that You are fully responsible for any and all
175 issues that result from such use.
176
1773.3 Safety-Critical, and Life-Saving Applications; Indemnity. The Materials may
178 provide information relevant to safety-critical applications
179 ("Safety-Critical Applications") to allow compliance with functional safety
180 standards or requirements. You acknowledge and agree that safety is Your
181 responsibility. To the extent You use the Materials to create, or as part
182 of, products used in Safety-Critical Applications, it is Your responsibility
183 to design, manage, and ensure that there are system-level safeguards to
184 anticipate, monitor, and control system failures, and You agree that You are
185 solely responsible for all applicable regulatory standards and
186 safety-related requirements concerning Your use of the Materials in Safety
187 Critical Applications.
188
189 Should You use the Materials for Safety-Critical Applications or in any type
190 of a system or application in which the failure of the Materials could
191 create a situation where personal injury or death may occur (e.g., medical
192 systems, life-sustaining or life-saving systems) ("Life-Saving
193 Applications"), You agree to indemnify, defend, and hold Intel and its
194 representatives harmless against any claims or lawsuits, costs, damages, and
195 expenses, including reasonable attorney fees, arising in any way out of Your
196 use of the Materials in Safety-Critical Applications or Life-Saving
197 Applications and claims of product liability, personal injury or death
198 associated with those applications; even if such claims allege that Intel
199 was negligent or strictly liable regarding the design or manufacture of the
200 Materials or its failure to warn regarding the Materials.
201
2023.4 Media Format Codecs and Digital Rights Management. You acknowledge and agree
203 that Your use of the Materials or distribution of the Redistributables with
204 Your Product as permitted by this Agreement may require You to procure
205 license(s) from third parties that may hold intellectual property rights
206 applicable to any media decoding, encoding or transcoding technology (e.g.,
207 the use of an audio or video codec) and/or digital rights management
208 capabilities of the Materials, if any. Should any such additional licenses
209 be required, You are solely responsible for obtaining any such licenses and
210 agree to obtain any such licenses at Your own expense.
211
2124. DATA COLLECTION AND PRIVACY.
213
2144.1 Data Collection. The Materials may generate and collect anonymous data
215 and/or provisioning data about the Materials and/or the development
216 environment and transmit the data to Intel as a one-time event during
217 installation. Optional data may also be collected by the Materials, however,
218 You will be provided notice of the request to collect optional data and no
219 optional data will be collected without Your consent. All data collection by
220 Intel is performed pursuant to relevant privacy laws, including notice and
221 consent requirements.
222
2234.2 Intel's Privacy Notice. Intel is committed to respecting Your privacy. To
224 learn more about Intel's privacy practices, please visit
225 http://www.intel.com/privacy.
226
2275. OWNERSHIP. Title to the Materials and all copies remain with Intel or its
228 suppliers. The Materials are protected by intellectual property rights,
229 including without limitation, United States copyright laws and international
230 treaty provisions. You will not remove any copyright or other proprietary
231 notices from the Materials. Except as expressly provided herein, no license
232 or right is granted to You directly or by implication, inducement, estoppel
233 or otherwise; specifically, Intel does not grant any express or implied right
234 to You under Intel patents, copyrights, trademarks, or trade secrets.
235
2366. NO WARRANTY AND NO SUPPORT.
237
2386.1 No Warranty. Disclaimer. Intel disclaims all warranties of any kind and the
239 terms and remedies provided in this Agreement are instead of any other
240 warranty or condition, express, implied or statutory, including those
241 regarding merchantability, fitness for any particular purpose,
242 non-infringement or any warranty arising out of any course of dealing, usage
243 of trade, proposal, specification or sample. Intel does not assume (and does
244 not authorize any person to assume on its behalf) any liability.
245
2466.2 No Support; Priority Support. Intel may make changes to the Materials, or to
247 items referenced therein, at any time without notice, but is not obligated
248 to support, update or provide training for the Materials under the terms of
249 this Agreement. Intel offers free community and paid priority support
250 options. More information on these support options can be found at:
251 https://software.intel.com/content/www/us/en/develop/support/priority-support.html.
252
2537. LIMITATION OF LIABILITY.
254
2557.1 Intel will not be liable for any of the following losses or damages (whether
256 such losses or damages were foreseen, foreseeable, known or otherwise): (i)
257 loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of
258 the use of money; (iv) loss of anticipated savings; (v) loss of business;
259 (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the
260 Materials; (ix) loss of reputation; (x) loss of, damage to, or corruption of
261 data; or (xi) any indirect, incidental, special or consequential loss of
262 damage however caused (including loss or damage of the type specified in
263 this Section 7).
264
2657.2 Intel's total cumulative liability to You, including for direct damages for
266 claims relating to this Agreement, and whether for breach of contract,
267 negligence, or for any other reason, will not exceed $100.
268
2697.3 You acknowledge that the limitations of liability provided in this Section 7
270 are an essential part of this Agreement. You agree that the limitations of
271 liability provided in this Agreement with respect to Intel will be conveyed
272 to and made binding upon any customer of Yours that acquires the
273 Redistributables.
274
2758. USER SUBMISSIONS. Should you provide Intel with comments, modifications,
276 corrections, enhancements or other input ("Feedback") related to the
277 Materials, Intel will be free to use, disclose, reproduce, license or
278 otherwise distribute or exploit the Feedback in its sole discretion without
279 any obligations or restrictions of any kind, including without limitation,
280 intellectual property rights or licensing obligations. If You wish to provide
281 Intel with information that You intend to be treated as confidential
282 information, Intel requires that such confidential information be provided
283 pursuant to a non-disclosure agreement ("NDA"); please contact Your Intel
284 representative to ensure the proper NDA is in place.
285
2869. NON-DISCLOSURE. Information provided by Intel to You may include information
287 marked as confidential. You must treat such information as confidential under
288 the terms of the applicable NDA between Intel and You. If You have not
289 entered into an NDA with Intel, You must not disclose, distribute or make use
290 of any information marked as confidential, except as expressly authorized in
291 writing by Intel. Intel retains all rights in and to its confidential
292 information specifications, designs, engineering details, discoveries,
293 inventions, patents, copyrights, trademarks, trade secrets, and other
294 proprietary rights relating to the Materials. Any breach by You of the
295 confidentiality obligations provided for in this Section 9 will cause
296 irreparable injury to Intel for which money damages may be inadequate to
297 compensate Intel for losses arising from such a breach. Intel may obtain
298 equitable relief, including injunctive relief, if You breach or threaten to
299 breach Your confidentiality obligations.
300
30110. TERM AND TERMINATION. This Agreement becomes effective on the date You
302 accept this Agreement and will continue until terminated as provided for in
303 this Agreement. The term for any Pre-Release Materials terminates upon
304 release of a commercial version. This Agreement will terminate if You are in
305 breach of any of its terms and conditions. Upon termination, You will
306 promptly destroy the Materials and all copies. In the event of termination of
307 this Agreement, Your license to any Redistributables distributed by You in
308 accordance with the terms and conditions of this Agreement, prior to the
309 effective date of such termination, will survive any such termination of this
310 Agreement. Sections 1, 2.1.D(4)(v), 2.2, 2.3.A(iii), 2.3.B(iii), 3.3, 5, 6,
311 7, 8, 9, 10 (with respect to these survival provisions in the last sentence),
312 and 12 will survive expiration or termination of this Agreement.
313
31411. U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software
315 covered by this license is a "Commercial Item," as such term is defined by
316 the FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and
317 "commercial computer software documentation" as specified under FAR 12.212
318 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable.
319 This commercial computer software and related documentation is provided to
320 end users for use by and on behalf of the U.S. Government with only those
321 rights as are granted to all other end users pursuant to the terms and
322 conditions of this Agreement.
323
32412. GENERAL PROVISIONS.
325
32612.1 ENTIRE AGREEMENT. This Agreement contains the complete and exclusive
327 agreement and understanding between the parties concerning the subject
328 matter of this Agreement, and supersedes all prior and contemporaneous
329 proposals, agreements, understanding, negotiations, representations,
330 warranties, conditions, and communications, oral or written, between the
331 parties relating to the same subject matter. Each party acknowledges and
332 agrees that in entering into this Agreement it has not relied on, and will
333 not be entitled to rely on, any oral or written representations,
334 warranties, conditions, understanding, or communications between the
335 parties that are not expressly set forth in this Agreement. The express
336 provisions of this Agreement control over any course of performance, course
337 of dealing, or usage of the trade inconsistent with any of the provisions
338 of this Agreement. The provisions of this Agreement will prevail
339 notwithstanding any different, conflicting, or additional provisions that
340 may appear on any purchase order, acknowledgement, invoice, or other
341 writing issued by either party in connection with this Agreement. No
342 modification or amendment to this Agreement will be effective unless in
343 writing and signed by authorized representatives of each party, and must
344 specifically identify this Agreement by its title and version (e.g., "Intel
345 End User License Agreement for Developer Tools (Version October 2021)");
346 except that Intel may make changes to this Agreement as it distributes new
347 versions of the Materials. When changes are made, Intel will make a new
348 version of the Agreement available on its website. If You received a copy
349 of this Agreement translated into another language, the English language
350 version of this Agreement will prevail in the event of any conflict between
351 versions.
352
35312.2 EXPORT. You acknowledge that the Materials and all related technical
354 information are subject to export controls and you agree to comply with all
355 laws and regulations of the United States and other applicable governments
356 governing export, re-export, import, transfer, distribution, and use of the
357 Materials. In particular, but without limitation, the Materials may not be
358 exported or re-exported (i) into any U.S. embargoed countries or (ii) to
359 any person or entity listed on a denial order published by the U.S.
360 government or any other applicable governments. By using the Materials, You
361 represent and warrant that You are not located in any such country or on
362 any such list. You also agree that You will not use the Materials for, or
363 sell or transfer them to a third party who is known or suspected to be
364 involved in, any purposes prohibited by the U.S. government or other
365 applicable governments, including, without limitation, the development,
366 design, manufacture, or production of nuclear, missile, chemical or
367 biological weapons.
368
36912.3 GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of or
370 related to this Agreement, whether based on contract, tort, or any other
371 legal or equitable theory, will in all respects be governed by, and
372 construed and interpreted under, the laws of the United States of America
373 and the State of Delaware, without reference to conflict of laws
374 principles. The parties agree that the United Nations Convention on
375 Contracts for the International Sale of Goods (1980) is specifically
376 excluded from and will not apply to this Agreement. All disputes arising
377 out of or related to this Agreement, whether based on contract, tort, or
378 any other legal or equitable theory, will be subject to the exclusive
379 jurisdiction of the courts of the State of Delaware or of the Federal
380 courts sitting in that State. Each party submits to the personal
381 jurisdiction of those courts and waives all objections to that jurisdiction
382 and venue for those disputes.
383
38412.4 SEVERABILITY. The parties intend that if a court holds that any provision
385 or part of this Agreement is invalid or unenforceable under applicable law,
386 the court will modify the provision to the minimum extent necessary to make
387 it valid and enforceable, or if it cannot be made valid and enforceable,
388 the parties intend that the court will sever and delete the provision or
389 part from this Agreement. Any change to or deletion of a provision or part
390 of this Agreement under this Section will not affect the validity or
391 enforceability of the remainder of this Agreement, which will continue in
392 full force and effect.