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-This LIMITED DISTRIBUTION LICENSE AGREEMENT (“Agreement”) is a contract between you and Intel Corporation and its affiliates
-(“Intel”) and governs any use of Material. If you use Material on behalf of or in conjunction with your work for your employer, you
-represent and warrant that you have the authority to bind your employer to this Agreement. By downloading, installing, or using
-Material, you accept these terms. If you do not accept these terms, do not use any Material and destroy all copies.
-1 DEFINITIONS.
- 1.1 “Including”, and its variants, means including but not limited
-to, whether or not capitalized.
- 1.2 “Intel Component” means a hardware component or product
-designed, developed, sold, or distributed by Intel.
- 1.3 “Material” means software, hardware description language
-code, or other computer files, information or collateral Intel
-delivers to you under this Agreement.
- 1.4 “You” or “Your” means you or you and your employer and its
-affiliates, whether or not capitalized.
- 1.5 “Your Product” means product developed or to be developed
-by or for you that includes an Intel Component implementing or
-executing Material.
-2 LICENSES.
- 2.1 License. Subject to the terms of this Agreement, Intel grants
-to You, for the Term, a personal, limited, non-transferable, non-exclusive, worldwide, revocable, fully paid-up license under Intel’s
-intellectual property rights in the Material, without the right to
-sublicense, to:
- a) develop Your Product;
- b) modify Material delivered as source code (or its equivalent);
-and
- c) distribute Material, as delivered by Intel or as modified by You,
-as object code (or its equivalent), in Your Product, provided Your
-distribution is subject to terms and conditions consistent with
-Your rights and obligations under this Agreement.
- 2.2 Subcontractor. You may disclose Material to your
-subcontractor for its work on Your Product under an agreement
-preventing the subcontractor from disclosing Material to others.
-You will be liable for the acts or omissions of your subcontractor,
-including unauthorized disclosure of confidential information.
- 2.3 Restrictions. Except as authorized above, you will not: (a) use
-or modify Material in any other way; (b) reverse engineer,
-decompile, or disassemble Material provided as object code
-(except as required by applicable law or under an applicable open
-source license), or (c) use Material to violate or aid in the violation
-of any international human right.
- 2.4 No Implied License. Except for the express license in Section
-2.1 Intel does not grant you (i) any express or implied license
-under any legal theory, or (ii) or any license to make, have made,
-use, sell, offer for sale, import, or otherwise dispose of any Intel
-technology or third-party products, or perform any patented
-process, even if referenced in the Material. Any other licenses
-from Intel require additional consideration. Nothing in this
-Agreement requires Intel to grant any additional license.
- 2.5 Feedback. If you give Intel comments or suggestions related
-to Intel Components or Intel confidential information provided in
-connection with this Agreement, including Material, Intel can use
-them in any way and disclose them to anyone, without payment
-or other obligations to you.
- 2.6 Open Source Licenses. The Material may include software
-subject to an open source license, including Open Source Initiative
-approved licenses (http://www.opensource.org). Nothing in this
-Agreement limits or grants any rights under, or that supersede,
-the terms of any applicable open source license.
- 2.7 Third-Party Software. Your use of certain third-party
-software with or within the Material is subject to your compliance
-with licensing you obtain directly from that third-party. A listing of
-any such third-party software may accompany the Material.
-3 CONFIDENTIALITY. The terms of this Agreement and the
-Material are Intel confidential information and subject to your
-valid corporate non-disclosure agreement with Intel (CNDA).
-Except as authorized in Section 2.1, you must not disclose this
-information to anyone, including the U.S. government. This
-Agreement will not become effective, or will automatically
-terminate, in the absence of a CNDA. This Agreement will take
-precedence in the event of a conflict with the CNDA.
-4 OWNERSHIP. Ownership of the Material and related intellectual
-property rights is unchanged. You must maintain all copyright or
-other proprietary notices in the Material.
-5 NO WARRANTY. The Material is provided “as is,” without any
-express or implied warranty of any kind including warranties of
-merchantability, non-infringement, title, or fitness for a
-particular purpose. The Material may be pre-release and may
-not be fully functional. Intel is not required to maintain, update,
-or support any Material.
-6 LIMITATION ON LIABILITY. Your use of Material is at your own
-risk. Intel will not be liable to you under any legal theory for any
-losses or damages in connection with the Material or your use of
-Material, including consequential damages, even if the
-possibility of damages was foreseeable or known. If any liability
-is found, Intel’s total, cumulative liability to you for all claims
-arising from or related to this Agreement will not exceed $100.00
-U.S. These liability limitations are a fundamental basis of our
-bargain and Intel would not have entered into this Agreement
-without them.
- 7 INDEMNITY. You will indemnify, defend, and hold Intel harmless
-from any allegation against Intel arising in connection with your
-use of Material and you will pay all of Intel’s losses, liabilities, and
-costs (including reasonable attorneys’ fees) arising from the
-allegation.
- 8 PRIVACY; DATA COLLECTION.
- 8.1 Privacy. Intel’s Privacy Notice governs how Intel may process
-personal information related to your use of Material (see
-https://www.intel.com/privacy). Intel may collect identifying
-information during registration and information on your use of
-Material (see “Information You Provide to Intel Voluntarily” and
-“Device and Product Operation” sections).
- 8.2 Data Collection. Some Material may generate, collect, and
-transmit to Intel information to help improve Intel’s products and
-services, to verify your license rights to Material, or for other
-stated purposes. Information collected may include Intel
-Component or Material name and version, time of event
-collection, license or support type, installation status,
-performance, and use. Intel’s use of information may include
-combination of the information collected from you with other
-information.
-9 GENERAL.
- 9.1 Assignment. You may not assign your rights or obligations
-under this Agreement without Intel’s prior written consent. No
-third party will have any rights under this Agreement.
- 9.2 Dispute Resolution. If we have a dispute regarding this
-Agreement (other than for misappropriation of trade secrets or
-breaches of confidentiality obligations), neither party can file a
-lawsuit or other regulatory proceeding before the complaining
-party provides the other party a detailed notice of the dispute and
-our senior managers attempt to resolve the dispute. If our senior
-managers cannot resolve the dispute in 30 days, either party may
-demand mediation in which we will then try to resolve the dispute
-with an impartial mediator. If our dispute is not resolved within 60
-days after the mediation demand, either party may begin
-litigation.
- 9.3 Governing Law; Jurisdiction. This Agreement is governed by
-USA and Delaware law without regard to conflict of laws
-principles. The United Nations Convention on Contracts for the
-International Sale of Goods does not apply. Except for claims for
-misappropriation of trade secrets or breach of confidentiality
-obligations, all disputes and actions arising out of or related to this
-Agreement are subject to the exclusive jurisdiction of the state
-and federal courts in Wilmington, Delaware and you consent to
-personal jurisdiction in those courts.
- 9.4 Compliance with Laws. The Material is subject to, and You
-must comply with, applicable government laws and regulations,
-including without limitation U.S. and worldwide trade regulations
-prohibiting the export, import, or transfer Material to any
-prohibited or sanctioned country, person, or entity. You must not
-use Material for the development, design, manufacture, or
-production of nuclear, missile, chemical, or biological weapons.
- 9.5 Severability. If a court holds a provision of this Agreement
-unenforceable, the court will modify that provision to the
-minimum extent necessary to make it enforceable or, if necessary,
-to sever that provision. The rest of the Agreement remains
-enforceable.
- 9.6 Waiver. No waiver of any provision of this Agreement will be
-valid unless in a writing specifying the waived provision signed by
-an authorized representative of the waiving party. A signed waiver
-will not constitute waiver of any other provision. Failure or delay
-in enforcing any provision will not operate as a waiver.
- 9.7 Entire Agreement. Except for any non-disclosure agreement
-between you and Intel, this Agreement constitutes the entire
-agreement, and supersedes all prior and contemporaneous
-agreements, between Intel and you concerning its subject matter.
-10 TERM; TERMINATION; SURVIVAL.
- 10.1 Term. This Agreement begins upon your acceptance of its
-terms and continues until terminated under Sections 3 or 10.2.
- 10.2 Termination. Either party may terminate this Agreement,
-with 30 days written notice, at any time for any reason. This
-Agreement will automatically terminate upon (a) your breach of
-the Agreement, (b) a claim that you do not have authority to bind
-your employer to these terms, or (c) your assertion that any Intel
-Component, Material, or product based on any Intel Component
-or Material infringes your patents.
- 10.3 Effect of Termination. Upon termination of the Agreement,
-the licenses to you will immediately terminate and you must cease
-using any Material and destroy all copies in your possession and
-direct your subcontractors to do the same. Termination of this
-Agreement will not terminate the CNDA.
- 10.4 Survival. All sections except Section 2.1 survive termination
-of this Agreement.
-Limited Distribution License Agreement [v2022.12.20]