INTEL SOFTWARE LICENSE AGREEMENT – Tool and Driver Code 
(Internal Use and Object Code Distribution)

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

DO NOT USE OR LOAD THIS SOFTWARE UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  BY LOADING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS INTEL SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”).  IF YOU DO NOT WISH TO SO AGREE, DO NOT COPY, INSTALL OR USE THIS SOFTWARE. IF YOU ARE AN AGENT OR EMPLOYEE OF A LEGAL ENTITY YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.

1. Defined Terms

1.1 “Confidential Information” means the Licensed Software provided in Source Code form, and the Licensed Documentation that is not End User Documentation.   

1.2 “Derived Code” means derivative work, as defined by 17 USC Section 101, of the Licensed Software provided by Intel to Licensee in Source Code form.

1.3 “Distributable As Object Software” means the Licensed Software identified as “Distributable As Object Software” in the file “license-notices.txt” included with the Licensed Software.

1.4  “Distributor” means a third-party, including any of Licensee’s subsidiaries or affiliates, that is authorized by Licensee to distribute, Sell, or Offer Products for Sale.  

1.5 “End User” means the final or ultimate user of a Product that uses a Product for its own purposes and not for further distribution or resale.

1.6 “End User Documentation” means Licensed Documentation either marked by Intel as “End User Documentation” or identified as “End User Documentation” in the file “license-notices.txt” included with the Licensed Software.

1.7  “Independent Software Vendor” or “ISV” means an individual or entity that makes or produces software that incorporates Licensed Software.

1.8 “Intel” means Intel Corporation and its wholly owned subsidiaries and affiliates as the case may be.

1.9  “Intel Party” or “Intel Parties” means Intel and its officers, directors, employees, affiliates, sub-contractors, subsidiaries and suppliers (and any respective officer, director, employee, affiliate, sub-contractor or subsidiary thereof).

1.10 “Internal Use Software” means the Licensed Software either (i) identified as “Internal Use Software” in the file “license-notices.txt” included with the License Software or (ii) Licensed Software that is not identified in the file “license-notices.txt as “Distributable As Object Software”.

1.11 “Licensed Documentation” means installation and user guides, and manuals and other documentation in either printed or machine-readable form documentation corresponding to the Licensed Software provided by Intel in connection with, under, or subject to this Agreement. 

1.12 “Licensed Patent Claims” means those claims of Intel’s patents that (a) are infringed by the Licensed Software (as delivered by Intel in its unmodified form) and (b) Intel has the right to license.  Granted in connection with the copyright license grants in Section 2 hereof, Licensed Patent Claims are licensed solely to the minimum extent that is necessary for Licensee to exercise its rights under the copyright licenses.  

1.13  “Licensed Software” means any computing programming code that is provided in connection with, under, or subject to this Agreement, but does not include computing programming code that is (i) delivered with the Licensed Software but is Open Source Software and/or (ii) subject to an agreement, obligation and/or license (in each case whether or not accompanying such computing programming code) intended to supersede or override this Agreement.  

1.14  “Licensee” or “Licensee’s” means Licensee as an individual or, if Licensee is accepting these terms on behalf of a legal entity (such as a corporation, partnership or government agency), “Licensee” or “Licensee’s” means such legal entity. 

1.15  “license-notices.txt” means the file provided with the Licensed Software that identifies (i) whether a particular Licensed Software file is Internal Use Software or Distributable As Object Software, (ii) the End User Documentation and (iii) any notices or additional information about the Licensed Software.  

1.16 “Object Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.  

1.17   “Open Source Software” means any software that requires as a condition of use, modification and/or distribution of such software that the software or other software incorporated into, derived from or distributed with the software (a) be disclosed or distributed in Source Code form; or (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge.  Open Source Software  includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Common Public License (CPL).  

1.18  “Original Equipment Manufacturer” or “OEM” means an individual or entity that makes or produce hardware products that incorporates Licensed Software.

1.19 “Product” means a hardware or software product (or any combination thereof), whether an Intel product or a third party product, with which the Licensed Software was intended to operate (as described in the Licensed Software’s description, documentation or specifications). 

1.20 “Sell” and “Offer for Sale” mean, respectively, for the purposes of the patent licenses granted under Section 2, to sublicense, or offer to sublicense, the Licensed Software, as part of a sale, or offer to sell, the Licensee Products, and “Sale” and “Offer to Sell”, in no way mean to transfer ownership rights in the Licensed Software.

1.21  “Source Code” means computer programming code in an uncompiled form readable by humans which cannot be executed by a processor unless it is complied into binary form. 

2. License Grants and Restrictions

2.1 Licenses to Internal Use Software. Intel grants to Licensee the following non-transferable, non-exclusive, worldwide, royalty-free, perpetual (unless terminated in accordance with the Section 9 (“Termination”) below), non-sublicensable licenses

2.1.1 Internal Use License. A license (i) under Intel’s copyrights to reproduce and (ii) under Intel’s Licensed Patent Claims to use, a reasonable number of copies the Internal Use Software, alone or to the extent incorporated into Derived Code of the Internal Use Software, internally within Licensee’s facilities solely and exclusively for the purpose of manufacture and/or internal development of Products; and 

2.1.2 License to Create Derivative Works. A license under Intel’s copyrights to create Derived Code of the Internal Use Software provided in Source Code form, internally within Licensee’s facilities and solely and exclusively for the purpose of manufacture and/or internal development of Products. 

2.2 Licenses to Distributable As Object Software. Intel grants to Licensee the following non-transferable, non-exclusive, worldwide, royalty-free, perpetual (unless terminated in accordance with the Section 9 (“Termination”) below), non-sublicensable (except pursuant to Section 2.2.4 below) licenses

2.2.1 Internal Use License. A license (i) under Intel’s copyrights to reproduce and (ii) under Intel’s Licensed Patent Claims to use, a reasonable number of copies the Distributable As Object Software, alone or to the extent incorporated into Derived Code of the Distributable As Object Software, internally within Licensee’s facilities solely and exclusively for the purpose of manufacture and/or internal development of Products; 

2.2.2 License to Create Derivative Works. A license under Intel’s copyrights to create Derived Code of the Distributable As Object Software provided in Source Code form, internally within Licensee’s facilities and solely and exclusively for the purpose of manufacture and/or internal development of Products; and

2.2.3 Object Code Distribution License. A license (i) under Intel’s copyrights to distribute and (ii) under Intel’s Licensed Patent Claims to Sell, Offer for Sale, make, and import, the Distributable As Object Software, in Object Code form, alone or to the extent incorporated into Derived Code of Distributable As Object Software, solely as part of and within Products.  

2.2.4 Object Code Distribution Sublicense.  

2.2.4.1	OEMs. Intel grants to a Licensee acting as an OEM the right to sublicense (subject to the minimum end user license terms set forth in Exhibit A) to End Users through one or more tiers of Distributors, the right to execute the Distributable As Object Software, alone or to the extent incorporated into Derived Code, solely within or as part of a Product. 

2.2.4.2	ISVs. Intel grants to a Licensee acting as an ISV (i) the right to sublicense (subject to the minimum end user license terms set forth in Exhibit A) to End Users through one or more tiers of Distributors, the right to execute the Distributable As Object Software, alone or to the extent incorporated into Derived Code, solely within or as part of a Product and (ii) the right to sublicense to OEMs the Object Code form distribution license set forth in Section 2.2.3 subject to the restriction in Section 2.2.4.1.

2.3 Licenses to Documentation. Intel grants to Licensee the following non-transferable, non-exclusive, worldwide, royalty-free, perpetual (unless terminated in accordance with the Section 9 (“Termination”) below), non-sublicensable licenses

2.3.1 Internal Use License. A license under Intel’s copyrights to reproduce a reasonable number of copies of the Licensed Documentation internally within Licensee’s facilities solely and exclusively for the purpose of manufacture and/or internal development of Products; and 

2.3.2 End User Documentation Distribution License. A license under Intel’s copyrights to distribute End User Documentation to End Users through one or more tiers of Distributors solely with Products.

2.4 Restrictions. Neither Licensee, nor any ISV, OEM, or Distributor, shall: 

2.4.1 Have any right or license to reverse engineer, decompile or disassemble any Licensed Software not provided in Source Code form, except in jurisdictions where licenses for such activities cannot be withheld;

2.4.2 Grant to any third-party, or encourage any third-party to exercise, any rights broader than those rights Intel has granted to Licensee under this Agreement, and any such attempt is void;

2.4.3 Alter, remove or obscure any proprietary notices from the Licensed Software relating to Intel’s intellectual property rights;

2.4.4 Subject the Licensed Software or Licensed Documentation, in whole or in part, to any license obligations associated with Open Source Software including combining or distributing the Licensed Software and/or Licensed Documentation with Open Source Software in a manner that subjects Intel or any portion of the Licensed Software provided by Intel hereunder to any license obligations of such Open Source Software;

2.4.5 Make any statement that any Products are endorsed by, certified by or that its performance is guaranteed by Intel or use Intel’s name or trademarks to market any Product without express prior written permission from Intel;

2.4.6 Imply or otherwise indicate that Licensee is selling or transferring title to any Licensed Software; and

2.4.7 Allow an End User any right to sublicense the Licensed Software to any party.

2.5 Written Agreements. All agreements or licenses between Licensee and any third party with respect to the Licensed Software must be in writing and at least as protective of Intel’s rights in the Licensed Software as this Agreement.  For Licensee’s convenience, any written agreement referenced in this Section with an ISV, OEM, Distributor or End User may also pertain to other computer programming code without specifically referencing the Licensed Software (as long as it covers the Licensed Software), but Intel grants no right hereunder with respect to such other computer programming code. 

3.  License to Use Comments and Suggestions.  This Agreement does NOT obligate Licensee to provide Intel with comments or suggestions regarding the Licensed Software.  However, should Licensee provide Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Licensed Software or (b) Intel products or processes which work with the Licensed Software, Licensee grants to Intel a non-exclusive, irrevocable, worldwide, royalty-free license, with the right to sublicense Intel’s licensees and customers, under Licensee's intellectual property rights, the rights to use and disclose such comments and suggestions in any manner Intel chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Intel’s and its sublicensee’s products embodying such comments and suggestions in any manner and via any media Intel chooses, without reference to the source.

4. OWNERSHIP, NO OTHER RIGHTS.  

4.1 The Licensed Software is protected by the intellectual property laws of the United States and other countries, and international treaty provisions. Except as otherwise expressly provided in Section 2 (“License Grants”) above, Intel grants no express or implied rights under Intel patents, copyrights, trademarks, or other intellectual property rights.  All rights not expressly granted to Licensee pursuant to Section 2 of this Agreement are hereby expressly reserved for Intel and/or the Intel Parties.

4.2 Title to all copies of the Licensed Software and any intellectual property therein remains with Intel and/or the Intel Parties.  Licensee may not disclose the terms of this Agreement or use Intel’s name in any publications, advertisements, or other announcements without Intel’s prior written consent.  This Agreement does not grant Licensee any rights to use Intel’s trademarks.  

5. CONFIDENTIALITY

5.1 Confidentiality. Confidential Information disclosed under this Agreement is governed by Licensee’s Corporate Non Disclosure Agreement with Intel, but always consistent with the provisions of Section 5.2.  

5.2 Obligations of Receiving Party. Licensee will maintain the confidentiality of the Confidential Information of the Intel with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.  Licensee will not disclose any Confidential Information to any employees or to any third parties except to the Licensee’s employees, parent company and majority-owned subsidiaries, and, in the case of Distributable Source Software, ISVs and OEMs 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 the Licensee will be liable for breach by any such entity.  For the purposes of this Agreement, the term "employees" shall include independent contractors of Licensee, who have agreed in writing to Licensee that they are subject to the terms of this Agreement, and they retain no license rights or other rights hereunder once they have discontinued their performance of work on Licensee’s behalf.  Licensee, however, will not be liable for the disclosure of any Confidential Information which is:
a.	rightfully in the public domain other than by a breach of a duty to Intel;
b.	rightfully received from a third party without any obligation of confidentiality;
c.	rightfully known to the Licensee without any limitation on use or disclosure prior to its receipt from Intel;
d.	independently developed by employees of Licensee; or
e.	generally made available to third parties by Intel without restriction on disclosure.

Title or the right to possess Confidential Information as between the parties will remain with Intel.

6. EXCLUSION OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED “AS-IS”, WITHOUT WARRANTY OF ANY KIND AND POSSIBLY WITH DEFECTS.  INTEL AND THE INTEL PARTIES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE.  INTEL AND THE INTEL PARTIES SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

7. SUPPORT.  Intel may make changes to the Licensed Software, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Licensed Software.  Intel may in its sole discretion offer such services under separate terms at Intel’s then-current rates. Licensee may request additional information on Intel’s service offerings from an Intel sales representative.  Licensee agrees to be solely responsible to Licensee’s ISVs, OEMs, Distributors and End Users for any update or support obligation or other liability which may arise from the distribution of a Product. 

8. LIMITATION OF LIABILITY. 

8.1 IN NO EVENT SHALL INTEL OR THE INTEL PARTIES  BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF AN INTEL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITA¬TION MAY NOT APPLY TO LICENSEE. LICENSEE MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.   

8.2 THE LICENSED SOFTWARE LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE IN ANY MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH.  LICENSEE SHALL INDEMNIFY AND HOLD INTEL AND THE INTEL PARTIES HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEY FEES ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE USE AND DISTRIBUTION OF THE LICENSED SOFTWARE BY LICENSEE, ISVs, OEMs, DISTRIBUTORS, END USERS, OR ANY THIRD PARTY, AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT AN INTEL PARTY WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE LICENSED SOFTWARE. 

8.3 THE WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND LICENSEE.  INTEL WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS. 

9. TERM AND TERMINATION. 

9.1 This Agreement. Intel may terminate this Agreement at any time if Licensee violates its terms. Upon termination, Licensee will immediately destroy the Licensed Software (including providing certification of such destruction back to Intel) or return all copies of the Licensed Software to Intel.  In the event of termination of this Agreement, all licenses granted to Licensee hereunder (including all sublicenses granted by Licensee pursuant to this Agreement) shall immediately terminate.

10. MISCELLANEOUS

10.1 Applicable Laws.  Any claims arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws.  Each Party hereby agrees to jurisdiction and venue in the courts of the State of Oregon for all disputes and litigation arising under or relating to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  The Parties consent to the personal jurisdiction of the above courts. 

10.2 Export Regulations / Export Control.  You shall not export, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency or department of the United States Government.  In the event any product is exported from the United States or re-exported from a foreign destination by You, You shall ensure that the distribution and export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.  You agree that neither you nor any of your subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval. 

10.3 Government Restricted Rights.  The Licensed Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You will provide the Software to the U.S. Government as an End User only pursuant to the terms and conditions therein.

10.4 Assignment.   Intel may assign its rights or delegate its obligations, or any part thereof under this Agreement without prior consent from Licensee.  Licensee may not assign, whether in conjunction with a change of ownership, merger, acquisition, sale or transfer of all, substantially all or any part of Licensee’s business or assets or otherwise, either voluntarily, by operation of law of otherwise, any portion of this Agreement.  Any attempt by Licensee to assign or delegate any rights, duties or obligations set forth in this Agreement without Intel's prior written consent shall be deemed a material breach of this Agreement and shall be null and void.  Except as provided above, the terms and conditions of this Agreement shall bind and inure to each party’s successors and assigns.

10.5  Entire Agreement.   The terms and conditions of this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior, contemporaneous agreements, understandings, negotiations and discussions.  Neither of the parties hereto shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided for herein.  Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel. Without limiting the foregoing, terms and conditions on any purchase orders or similar materials submitted by You to Intel, and any terms contained in Intel’s standard acknowledgment form that are in conflict with these terms, shall be of no force or effect.

10.6 Attorneys’ Fees.  In the event any proceeding or lawsuit is brought by Intel or You in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.

10.7 Injunctive Relief.  It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of Sections 2, 4 or 5 of this Agreement by You will cause Intel irreparable damage for which recovery of money damages would be inadequate, and that Intel shall be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.

10.8 Notices.  All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery or by certified or registered mail, return receipt requested, and shall be deemed given upon receipt or five (5) days after deposit in the mail, whichever is sooner.  

10.9 No Agency.  Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.

10.10 Severability.  In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

10.11 Waiver.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

10.12 Language.  This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding on you or Intel.  All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.   
 
Exhibit A
Minimum End User License Terms
An End User may:
 
1.   Copy the Licensed Software solely for backup or archival purposes, provided that the license terms may (where appropriate) authorize the reproduction of a specified or reasonable number of copies to be made and/or used by the End User.
2.   Transfer the Licensed Software to another party if the receiving party agrees to the terms substantially similar to and as protective as the terms set forth in this Exhibit A, and transferor retains no copies of the Licensed Software. Transfer of the Licensed Software terminates the transferor’s rights to use the Licensed Software.
 
An End User may not:
 
1.   Sublicense or further distribute the Licensed Software (except as allowed in the above section, or by the express terms of the license with respect to open source components);
2.   Reverse engineer, decompile, or disassemble the Licensed Software (except with respect to open source components);
3.   Copy or modify the Licensed Software, in whole or in part (except as allowed in the above section, or by the express terms of the license with respect to open source components).
4.   Remove any copyright notices from the Licensed Software.
 
An End User shall also be made aware that:
 
1.   Title to the Licensed Software and all copies thereof remain with Licensee or its suppliers, as applicable.
2.   The Licensed Software is provided “AS IS” and that the warranties of Merchantability, Fitness for a Particular Purpose and of Non-Infringement are expressly excluded.
3.   The end user license may be terminated at any time if the End User is in breach of any of its terms and conditions. Upon termination, the End User must immediately cease use of the Licensed Software and destroy the Licensed Software.
4.   All indirect, special, incidental and consequential damages of any kind are disclaimed to the extent allowed by law.
5.   The Licensed Software is provided with RESTRICTED RIGHTS, as that term is understood in government procurement. 
6.   The End User agrees to comply with all applicable export control laws with respect to the Licensed Software.
