EXHIBIT “A”
INTEL END USER LICENSE AGREEMENT (Final, Single User)
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not use or load software from this site or any associated materials until customer have carefully read the following terms and conditions. By loading or using the Software, customer agree to the terms of this Agreement. If customer do not wish to so agree, do not install or use the Software.
LICENSE. Customer have a license under Intel’s copyrights to copy Intel’s Software in binary form, (with the accompanying documentation, the “Software”) for Customer’s organization’s internal use only in connection with Intel products for which the Software has been provided, subject to the following conditions:
(a) Customer may not disclose, distribute or transfer any part of the Software except as provided in this Agreement, and customer agree to prevent unauthorized copying of the Software.
(b) Customer may not reverse engineer, decompile, or disassemble the Software.
(c) Customer may not sublicense the Software.
(d) The Software may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, an enclosed license.txt file or other text or file.
(e) Intel has no obligation to provide any support, technical assistance or updates for the Software.
NO IMPLIED LICENSES OR OTHER RIGHTS. The consideration under this Agreement is only for the licenses that Intel expressly grants to Customer in the preceding paragraphs. Any other rights including, but not limited to, patent rights, would require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any such additional license. An essential basis of the bargain in this Agreement is that Intel grants Customer no licenses or other rights including, but not limited to, patent, copyright, trademark, trade name, service mark or other intellectual property licenses or rights, by implication, estoppel or otherwise, except for the licenses expressly granted in the preceding paragraphs. Specifically, except for the licenses expressly granted in the preceding paragraphs, Intel grants no licenses or other rights, expressly or by implication, estoppel or otherwise, to:
(1) make, use, sell, offer for sale, or import modifications of the Software;
(2) sell or offer to sell the Software;
(3) combine the Software or modified versions of the Software with other items or to use any such combination; or
(4) any claims of any patents, patent applications, or other patent rights of Intel.
Customer acknowledge 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 or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Software that Customer or third parties make that infringe any Intel patent claim.
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. Customer may not remove any copyright notices from the Software. Except as otherwise expressly provided above, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. Transfer of the license terminates Customer’s right to use the Software.
DISCLAIMER OF WARRANTY. [Intel warrants that the media on which the Software is furnished will be free from defects in material and workmanship under normal use for a period of 90 days from the date of purchase. Intel’s entire liability and Customer’s exclusive remedy will be the replacement of the Software if the media on which the Software is furnished proves to be defective. This warranty is void if the media defect has resulted from accident, abuse, or misapplication. [Except as provided above, the] [The] Software is provided “AS IS” without warranty of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. NEITHER INTEL NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND) WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate Customer to provide Intel with comments or suggestions regarding the Software. However, if Customer provide Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or (b) Intel products or processes that work with the Software, customer grant to Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Customer intellectual property rights, to incorporate or otherwise utilize those comments and suggestions.
TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license at any time if Customer are in breach of any of its terms or conditions. Upon termination, Customer will immediately destroy the Software, and return to Intel all copies of the Software.
THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.
U.S. GOVERNMENT RESTRICTED RIGHTS. No Government procurement regulation or contract clauses or provision will be considered a part of any transaction between the Parties under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by the Parties in connection with a specific transaction. The technical data and computer software covered by this license is a “Commercial Item,” as that term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users under the terms and conditions in this Agreement. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this Software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer Software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer Software licenses granted in this Agreement. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.
EXPORT LAWS. Customer acknowledges that the Software and all related technical information or materials are subject to export controls under the laws and regulations of the United States and any other applicable governments. Customer agrees to comply with these laws and regulations governing export, re-export, import, transfer, distribution, and use of the Software, technical information and materials. In particular, but without limitation, the Software, technical information and materials may not be exported or re-exported (a) into any U.S. embargoed or sanctioned 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, technical information and materials, customer represents and warrants that customer is not located in any such country or on any such list. Customer also agrees that customer will not use the Software, technical information and materials for any purposes prohibited by the U.S. government or other applicable governments law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. Customer confirms that the Software, technical information and 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. Customer agrees that any Software, 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. Customer will indemnify Intel against any loss related to Customer failure to conform to these requirements.
APPLICABLE LAWS. This Agreement is governed by the laws of the state of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Customer may not export the Software in violation of applicable export laws and regulations.
Customer specific rights may vary from country to country.
