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1 | Intel End User License Agreement for Developer Tools (Version October 2021) | ||
2 | |||
3 | IMPORTANT NOTICE - PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING | ||
4 | OR USING | ||
5 | |||
6 | This Agreement is between you, or the company or other legal entity that you | ||
7 | represent and warrant you have the legal authority to bind, (each, "You" or | ||
8 | "Your") and Intel Corporation and its subsidiaries (collectively, "Intel") | ||
9 | regarding Your use of the Materials. By downloading, installing, copying or | ||
10 | using the Materials, You agree to be bound by the terms of this Agreement. If | ||
11 | You do not agree to the terms of this Agreement, or do not have legal authority | ||
12 | or required age to agree to them, do not download, install, copy or use the | ||
13 | Materials. | ||
14 | |||
15 | 1. 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 | |||
71 | 2. LICENSE GRANTS. | ||
72 | |||
73 | 2.1 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 | |||
120 | 2.2 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 | |||
126 | 2.3 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 | |||
144 | 3. LICENSE CONDITIONS. | ||
145 | |||
146 | 3.1 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 | |||
165 | 3.2 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 | |||
177 | 3.3 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 | |||
202 | 3.4 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 | |||
212 | 4. DATA COLLECTION AND PRIVACY. | ||
213 | |||
214 | 4.1 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 | |||
223 | 4.2 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 | |||
227 | 5. 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 | |||
236 | 6. NO WARRANTY AND NO SUPPORT. | ||
237 | |||
238 | 6.1 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 | |||
246 | 6.2 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 | |||
253 | 7. LIMITATION OF LIABILITY. | ||
254 | |||
255 | 7.1 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 | |||
265 | 7.2 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 | |||
269 | 7.3 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 | |||
275 | 8. 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 | |||
286 | 9. 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 | |||
301 | 10. 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 | |||
314 | 11. 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 | |||
324 | 12. GENERAL PROVISIONS. | ||
325 | |||
326 | 12.1 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 | |||
353 | 12.2 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 | |||
369 | 12.3 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 | |||
384 | 12.4 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. | ||