TERMS AND CONDITIONS FOR THE INTEL® XDK v1.0

TERMS ANNDITIONS FOR THE INTEL® XDK v1.0

TERMS AND CONDITIONS FOR THE INTEL® XDK v1.0

IMPORTANT - READ BEFORE ACCESSING OR USING THE INTEL® XDK SOFTWARE AND WEBSITE

In addition to the Intel Corporate Terms of Use (http://www.intel.com/sites/corporate/termsofuse.htm), and the Intel Online Privacy Notice Summary (http://www.intel.com/sites/sitewide/en_US/privacy/privacy.htm) the following terms govern your use of this site (together, the "Terms of Use" or "TOU"). 

By your use of this site or downloading of any materials from the Intel® XDK website (this "Site"), or the posting or other transmission of communications to this Site, you agree to the TOU. If you do not agree to the TOU, do not use this Site or any of the tools, materials or services available from this Site, including any updates or upgrades thereto (collectively, the "Intel Materials"). To the extent of any conflict between the Intel Corporate Terms of Use, the Intel Online Privacy Notice Summary, and this document, this document shall control with respect to the Intel Materials, including your use of this Site. If you have existing copies of the Intel Materials or versions of the Intel Materials that have the same or substantially the same functionality as the Intel Materials but are licensed under different names ("Prior Versions") that were downloaded or licensed previously (whether from Intel or a third party), you agree that the TOU will supersede and override any prior terms and conditions that applied to the Prior Versions and your continued use of the Prior Versions and Intel Materials will be subject to the TOU.

By accessing, downloading or using the Intel Materials available on this Site or otherwise using this Site, you agree to the TOU for using this Site and the Intel Materials as between you and Intel Corporation and its subsidiaries ("Intel"). If you are entering this TOU on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to the TOU, in which case, "you" or "your" shall mean such entity. If you do not have such authority or if you disagree with any of the terms in the TOU, Intel does not grant you a license to use the Intel Materials or this Site.

Intel reserves the right, at its discretion, to modify this Site, the Intel Materials, and/or the TOU, including any rules and policies at any time. You are responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) ("Additional Terms") communicated to you by Intel. All Additional Terms are hereby incorporated by this reference into the TOU and your continued use of the Intel Materials will indicate your acceptance of any Additional Terms and the TOU (as amended by the Additional Terms).

I. ACKNOWLEDGMENT

A. Relationship: You understand and agree that by becoming a registered user on this Site, no legal partnership or agency relationship is created between you and Intel. You agree not to represent otherwise.

B. Ability to Contract: You certify that you are of the legal age of majority in the jurisdiction in which you reside and at least 18 years of age, and you represent that you are legally permitted to become a registered user on this Site. You may not use this Site if you are under 13 years of age. For individuals aged 13 until age 18, use of this Site is only allowed with parental or legal guardian consent. Additionally, use by individuals aged 13 until age 18 is only allowed through the parent's or legal guardian's registered account. In such circumstance, the parent or legal guardian registrant of this Site (and party to the TOU) shall be responsible for the use by the person aged 13 until age 18. Upon reaching age 18 and the legal age of majority in the jurisdiction in which the person resides, the individual may obtain his or her own registration account.

C. Registration: You agree that all information you provide to this Site will be true, accurate and complete. You further agree to update the registration information in a timely fashion as required to keep it true, accurate and complete. Intel may terminate or suspend your account and any rights you may have related to this Site if any of the information you provide is false, inaccurate or incomplete.

D. Collection and Usage of Personal Information by Intel. In registering for and using this Site, you will be required to supply certain information about yourself, including personally identifiable information. All personal information supplied by you to Intel when registering for this Site is subject to the Intel Online Privacy Notice Summary, and will be used to administer your registration to this Site, and to communicate to you as specified in the TOU (including the Intel Online Privacy Notice Summary).

E. Communications: Intel may contact you from time to time by telephone and/or email with information regarding operational issues associated with this Site, technical information, and updates and/or changes regarding your participation as a registered user to this Site. By agreeing to the TOU, you consent that Intel may provide you with such communications. You will also be given the opportunity to opt-in to receive marketing communications from Intel.

F. Consent: You agree that Intel, its subsidiaries or suppliers may collect and use technical and related information, including, but not limited to, technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Intel Materials, and to verify compliance with the terms of the TOU. Intel may use this information, as long as it is in a form that does not personally identify you, to improve our products or to develop and provide services or technologies to you. Intel uses various technologies to help improve the efficiency of its websites, including your experience when using our services. For more information on how Intel uses Cookies and Tracking services, please visit http://www.intel.com/cookies.

G. Not Transferable: You cannot transfer any benefits you may receive from Intel in connection with being a registered user of this Site. The Intel ID and password you use to login as a registered user cannot be shared in any way or with any one.

II. TERMS AND CONDITIONS 

1. LICENSE.

A. Subject to the restrictions below and the terms in the TOU, Intel grants to you a non-exclusive, non-assignable, royalty-free copyright license to use the Intel Materials to design, develop or otherwise create or modify software applications which you may distribute under your own terms, but you may not re-distribute the Intel Materials except those portions of the Intel Materials that are specifically identified as "demo apps" and "sample code". 

B. Intel grants you a non-exclusive, non-transferable, non-sublicensable patent license under Intel's Licensed Patent Claims to: 

(i) internally make copies of the Intel Materials; and 
(ii) internally use the Intel Materials; and 
(iii) offer to distribute, and distribute, but not sell, the Intel Materials under the license under Intel's copyrights granted in the preceding paragraph, but only under terms of such license under Intel's copyrights and not as a sale.
For the purposes of this section, "Licensed Patent Claims" means the claims of Intel's patents that are necessarily and directly infringed by the reproduction and distribution that is authorized in Section II.1.A of the Intel Materials, when that Intel Materials is in its unmodified form as delivered by Intel to you and not modified, or combined with anything else. Licensed Patent Claims are only those claims which Intel can license without paying, or getting the consent of, a third party.

C. The Intel Materials may contain open source software, some of which may be identified in, and licensed in accordance with, the "license.txt" file or other text or file in the accompanying third party or open source software. 

2. RESTRICTIONS. Your use of the Intel Materials is expressly limited to and conditioned upon compliance with the following:

A. You will not alter, remove or obscure any proprietary notices from the Intel Materials relating to Intel's or Intel's supplier's intellectual property rights.

B. You will make reasonable efforts to discontinue use of the portions of the Intel Materials that you are licensed hereunder to use, upon Intel's release of an update, upgrade or new version of the Intel Materials, and to make reasonable efforts to distribute updates, upgrades or new versions of your software applications developed with the updated Intel Materials to your customers who have received any of your software applications developed with the Intel Materials.

C. You may not reverse-assemble, reverse-compile, or otherwise reverse-engineer any portion of the Intel Materials provided solely in binary form.

D. Intel will not be responsible in any way for any applications that you develop using the Intel Materials. You (i) are solely responsible to your customers for any update or support obligation or other liability that may arise from the distribution of your application and for your applications' compliance with all applicable laws, including, without limitation, privacy laws, (ii) must not make any statement that your product is "certified," or that its performance is guaranteed, by Intel, (iii) must not use Intel's name, logo or trademarks to market your product without written permission of Intel, (iv) shall prohibit disassembly and reverse engineering of the Intel Materials, and (v) shall indemnify and hold harmless Intel and its suppliers from and against any claims, lawsuits, or damages, including attorneys' fees, that arise or result from your distribution of any application incorporating or developed using the Intel Materials.

E. You will not disable or by-pass any security features of the Intel Materials, or use the Intel Materials to develop applications that: (i) can disable or by-pass such security features or (ii) can cause a Security Vulnerability. "Security Vulnerability" means a weakness or flaw in a product or system's design, operation or implementation that could be exploited by an attacker to violate the product or system's security or privacy policies, including, without limitation, a flaw that makes it infeasible, even when the product is properly used, to prevent an attacker from usurping privileges on a user's system, compromising its data, security or other operational features. If you become aware that your applications can cause a Security Vulnerability, you agree to (1) immediately notify Intel, (2) take immediate measures to stop the distribution of your applications, (3) promptly correct such Security Vulnerability and (4) indemnify and hold harmless Intel for any claims that may be alleged against Intel due to such Security Vulnerability.

F. If Intel reasonably believes that the software, data or application that (i) you create using the Intel Materials or (ii) is stored on servers owned or operated by Intel using the Intel Materials ("Content") and upload on this Site violates the law, infringes or misappropriates the rights of any third party or otherwise violates a term of the TOU ("Prohibited Content"), Intel may notify you of the Prohibited Content and may request that such Prohibited Content be removed from servers owned or managed by Intel or that access to the Prohibited Content be disabled. If you do not remove or disable access to the Prohibited Content within two business days of Intel's notice, Intel may remove or disable access to the Prohibited Content. Notwithstanding the foregoing, Intel may remove or disable access to any Prohibited Content without prior notice in connection with illegal content or as required to comply with law or any judicial, regulatory or other governmental order or request or to remedy a Security Vulnerability. If Intel removes content without prior notice, Intel will provide prompt notice to you unless prohibited by law. Intel will not disclose Content, except (1) if you expressly authorize Intel to do so, or (2) to comply with the TOU, or (3) at the request of a governmental or regulatory body, subpoena or court order.

G. Intel obtains no right, title or interest from you (or yours licensors) under the TOU in or to (i) any software applications that you develop using the Intel Materials, including any intellectual property rights that subsist in those applications, or (ii) to the Content. By posting or storing the Content on or through the Intel Materials or this Site, you give Intel a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Intel to provide you with the Intel Materials.

H. If you use the Intel Materials to develop applications for others or store data supplied by others, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you will make the users aware that the information will be available to your application, and you will provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Intel account information, your application may only use that information to access the user's Intel account when, and for the limited purposes for which, the user has given you permission to do so.

I. You will not (i) engage in any activity with the Intel Materials, including the distribution or storage of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party, including, without limitation, Intel or any mobile communications carrier, or (ii) use the Intel Materials to upload, post, host, or transmit unsolicited email, SMS, or "spam" messages.

J. You will not access (or attempt to access) the administrative interface of the Intel Materials by any means other than through the interface that is provided by Intel in connection with the Intel Materials or engage in any activity that interferes with or disrupts the Intel Materials (or the servers and networks which are connected to the Intel Materials).

K. If you use the Intel Materials to store or run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Intel is not responsible for those applications, data, content, or resources. All data, content or resources that you may access through such third party applications are the sole responsibility of the person from which they originated. Intel is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. The data, content, and resources presented to you through such a third party application may be protected by intellectual property rights that are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners. You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the TOU does not affect your legal relationship with these third parties.

3. OWNERSHIP OF INTEL MATERIALS. Notwithstanding anything to the contrary herein, title to all copies of the Intel Materials remains with Intel or its suppliers. The Intel Materials are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions and are licensed under the TOU and not sold. You may not remove any copyright notices from the Intel Materials. Intel may make changes to the Intel Materials, or to items referenced therein, at any time without notice, but is not obligated to support or update the Intel Materials. Except for the express copyright license granted under the TOU, Intel grants no express or implied right or license under any Intel patents, copyrights, trademarks, or other intellectual property rights. 

4. USER SUBMISSIONS AND FEEDBACK; 

A. This Agreement does not obligate you to provide Intel with materials, information, comments, suggestions or other communication regarding the Intel Materials or the Site. However, you agree that any material, information, comments, suggestions or other communication you transmit or post to an Intel website (including, but not limited to, submissions to the Intel Premier Support and/or other customer support websites or online portals) or provide to Intel under the TOU related to the features, functions, performance or use of the Intel Materials and the Site are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel and its subsidiaries a non-exclusive, perpetual, irrevocable, royalty-free, license to copy, modify, create derivative works, publicly display, disclose, distribute, license, sublicense through multiple tiers of distribution and licensees, and incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or provide to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If you wish to provide Intel with information that you intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement ("NDA") signed by Intel, so please contact your Intel representative to ensure the proper NDA is in place.

B. Nothing in the TOU will be construed as preventing Intel from reviewing your Communications and errors or defects in Intel products discovered while reviewing your Communications. Furthermore, nothing in the TOU will be construed as preventing Intel from implementing independently-developed enhancements to Intel's own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing your Communications or to implement bug fixes or enhancements in Intel products. The foregoing may include the right to include your Communications in regression test suites.

5. EXCLUSION OF OTHER WARRANTIES. THE INTEL MATERIALS AND THE SITE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR PERFORMANCE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Intel Materials.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTEL OR ITS SUPPLIERS 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 INTEL MATERIALS OR THE SITE, 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 YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE INTEL MATERIALS LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE INTEL MATERIALS COULD LEAD TO PERSONAL INJURY OR DEATH. THE WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. INTEL WOULD NOT BE ABLE TO PROVIDE THE INTEL MATERIALS WITHOUT SUCH LIMITATIONS.

7. TERMINATION OR SUSPENSION. Intel may terminate the TOU at any time if you violate its terms. Upon termination, you will immediately destroy the Intel Materials and all copies thereof in your possession or return all copies of the Intel Materials to Intel. If you fail (or Intel reasonably believes you have failed) to comply with any terms of the TOU, Intel may at any time terminate or suspend you as a registered user to this Site. Notwithstanding any other provision of the TOU, Intel may suspend your status as a registered user to this Site if Intel believes it to be reasonable. Before suspending your account, Intel will notify you by e-mail to your registered e-mail address. You may terminate the TOU at any time by notifying Intel through html5tools@intel.com. Notwithstanding any termination of the TOU, except for the license in Section II(1)(A) and (B) hereof, all other provisions of the TOU shall survive and remain in full force and effect.

8. APPLICABLE LAWS. Claims arising under the TOU shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel.

9. TAXES. Each party shall be responsible for the payment of its own tax liability arising from this transaction (if any).

10. TRADE COMPLIANCE. You and or any of your subsidiaries shall not import, export, reexport, distribute or transfer 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. and any other worldwide government agency that has jurisdiction over such trade activities.

11. ASSIGNMENT. Intel may assign its rights or delegate its obligations, or any part thereof under the TOU without prior consent from you. You may not assign, whether in conjunction with a change of ownership, merger, acquisition, sale or transfer of all, substantially all or any part of your business or assets or otherwise, either voluntarily, by operation of law of otherwise, any portion of the TOU. A transaction described in the preceding sentence shall constitute an assignment for purposes of this Section 11. Any attempt by you to assign or delegate any rights, duties or obligations set forth in the TOU without Intel's prior written consent shall be deemed a material breach of the TOU and shall be null and void. Except as provided above, the terms and conditions of the TOU shall bind and inure to each party' successors and assigns.

12. AMENDMENTS. Intel reserves the right, at its discretion, to modify the TOU, including any rules and policies at any time. 

13. GOVERNMENT RESTRICTED RIGHTS. The Intel Materials are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Intel Materials by the Government constitutes acknowledg¬ment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.

Intel SDK

End User License Agreement

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not copy, install, or use the Materials provided under this license agreement ("Agreement"), until you have carefully read the following terms and conditions. By copying, installing, or otherwise using the Materials, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not copy, install, or use the Materials.

End User License Agreement for the Intel(R) Software Development Products

1. LICENSE DEFINITIONS:

A. "Materials" are defined as the software, documentation, license key codes and other materials, including any updates and upgrade thereto, that are provided to you under this Agreement. Materials also include the Redistributables, Cluster OpenMP Library, and Sample Source as defined below.

B. "Redistributables" are the files listed in the following text files that may be included in the Materials for the applicable Intel Software Development Product: clredist.txt, credist.txt, fredist.txt, redist.txt.

C. "Cluster OpenMP Library", is comprised of the files listed in the "clredist.txt" file specified above, is the Intel(R) Cluster OpenMP* Library add-on option to the Intel(R) C++ Compiler for Linux* and Intel(R) Fortran Compiler for Linux* products ("Intel Compiler for Linux"). The use of the Cluster OpenMP Library is conditioned on having a valid license from Intel for the Cluster OpenMP Library and for either Intel Compiler for Linux, and further is governed by the terms and conditions of the license agreement for applicable the Intel Compiler for Linux.

D. "Source Code" is defined as the Materials provided in human readable format, whether unmodified or modified by you.

E. "Sample Source" is the Source Code file(s) that: (i) demonstrate certain limited functions included in the binary libraries of the Intel(R) Integrated Performance Primitives ("Intel(R) IPPs"); (ii) are identified as Intel IPP sample source code; (iii) are obtained separately from Intel after you register your copy of the Intel Integrated Performance Primitives product with Intel; and (iv) are subject to all of the terms and conditions of this Agreement.

F. "Microsoft Platforms" means any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

2. LICENSE GRANT:

A. Subject to all of the terms and conditions of this Agreement, Intel Corporation ("Intel") grants to you a non-exclusive, non-assignable, copyright license to use the Materials.

B. Subject to all of the terms and conditions of this Agreement, Intel grants to you a non-exclusive, non-assignable copyright license to modify the Materials, or any portions thereof, that are (i) provided in Source Code form or, (ii) are defined as Redistributables and are provided in text form.

C. Subject to all of the terms and conditions of this Agreement and any specific restrictions which may appear in the Redistributables text files, Intel grants to you a non-exclusive, non-assignable, fullypaid copyright license to distribute (except if you received the Materials under an Evaluation License as specified below) the Redistributables, including any modifications pursuant to Section 2.B, or any portions thereof, as part of the product or application you developed using the Materials. If such application is a software development library, then attribution, as specified in the product release notes of the corresponding Materials, shall be displayed prominently in that application’s product documentation and on the application’s product web site.

3. LICENSE RESTRICTIONS:

A. If you receive your first copy of the Materials electronically, and a second copy on media, then you may use the second copy only in accordance with your applicable license stated in this Agreement, or for backup or archival purposes. You may not provide the second copy to another user.

B. You may NOT: (i) use or copy the Materials except as provided in this Agreement; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials without the express written consent of Intel; (iv) modify, adapt, or translate the Materials in whole or in part except as provided in this Agreement; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials, Redistributables and Sample Source and derivatives thereof to any third party except as provided in this Agreement; (viii) distribute Redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables; (ix) distribute the Redistributables to run on a platform other than a Microsoft Platform if per the accompanying user documentation the Materials are meant to execute only on the Microsoft Platforms; (x) include the Redistributables in malicious, deceptive, or unlawful programs; or (xi) modify or distribute the Source Code of any Redistributable so that any part of it becomes subject to an Excluded License. An "Excluded License" is one that requires, as a condition of use, modification, or distribution, that (a) the code be disclosed or distributed in source code form; or (b) others have the right to modify it.

C. The scope and duration (time period) of your license depends on the type of license you obtained from Intel. The variety of license types are set forth below, which may not be available for all "Intel(R) Software Development Products" and therefore may not apply to the Materials. For more information on the types of licenses, please contact Intel or your sales representative.

i. PRE-RELEASE LICENSE: If you are using the Materials under the control of a pre-release license, (a) the Materials are pre-release code (e.g., beta release, etc), which may not be fully functional and which Intel may substantially modify in producing any commercial version, and which Intel can provide no assurance that it will ever produce or make generally available a commercial version, and (b) you as an individual may use the Materials only for the term of the pre-release time period, which is specified elsewhere in the Materials, or upon the commercial release of the Materials. You may install copies of the Materials on an unlimited number of computers provided that you are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. If you are an entity, Intel grants you the right to designate one individual within your organization to have the sole right to use the Materials in the manner provided above.

ii. EVALUATION LICENSE: If you are using the Materials under the control of an Evaluation license, you as an individual may use the Materials only for internal evaluation purposes and only for the term of the evaluation time period, which may be controlled by the license key code for the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION PERIOD. You may install copies of the Materials on a reasonable number of computers to conduct your evaluation provided that you are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Intel may provide you with a license code key that enables the Materials for an Evaluation license. If you are an entity, Intel grants you the right to designate one individual within your organization to have the sole right to use the Materials in the manner provided above.

iii. NONCOMMERCIAL-USE LICENSE: If you are using the Materials under the control of a Noncommercial-Use license, you as an individual may use the Materials only for non-business use where you receive no fee, salary or any other form of compensation. The Materials may not be used for any other purpose, whether "for profit" or "not for profit." Any work performed or produced as a result of use of the Materials cannot be performed or produced for the benefit of other parties for a fee, compensation or any other reimbursement or remuneration. You may install copies of the Materials on an unlimited number of computers provided that you are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Intel will provide you with a license code key that enables the Materials for a Noncommercial-Use license. If you obtained a time-limited Noncommercial-Use license, the duration (time period) of your license and your ability to use the Materials is limited to the time period of the obtained license, which is controlled by the license key code for the Materials. If you are an entity, Intel grants you the right to designate one individual within your organization to have the sole right to use the Materials in the manner provided above.

iv. SINGLE-USER LICENSE: If you are using the Materials under the control of a Single-User license, you as an individual may install and use the Materials on an unlimited number of computers provided that you are the only individual using the Materials and only one copy of the Materials is in use at any one time. A separate license is required for each additional use and/or individual user in all other cases. Intel will provide you with a license code key that enables the Materials for a Single-User license. If you obtained a time-limited Single-User license, the duration (time period) of your license and your ability to use the Materials is limited to the time period of the obtained license, which is controlled by the license key code for the Materials. If you are an entity, Intel grants you the right to designate one individual within your organization to have the sole right to use the Materials in the manner provided above.

v. NODE-LOCKED LICENSE: If you are using the Materials under the control of a Node-Locked license, you may use the Materials only on a single designated computer by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or computer in all other cases. Intel will provide you with a license code key that enables the Materials for a Node-Locked license up to the authorized number of concurrent users. If you obtained a time-limited Node-Locked license, the duration (time period) of your license and your ability to use the Materials is limited to the time period of the obtained license, which is controlled by the license key code for the Materials.

vi. FLOATING LICENSE: If you are using the Materials under the control of a Floating license, you may (a) install the Materials on an unlimited number of computers that are connected to the designated network and (b) use the Material by no more than the authorized number of concurrent users. A separate license is required for each additional concurrent user and/or network on which the Materials are used. Intel will provide you with a license code key that enables the Materials for a Floating license up to the authorized number of concurrent users. If you obtained a time-limited Floating license, the duration (time period) of your license and your ability to use the Materials is limited to the time period of the obtained license, which is controlled by the license key code for the Materials. Intel Library Floating License: If the Materials are the Intel(R) Math Kernel Library or the Intel(R) Integrated Performance Primitives Library or the Intel(R) Threading Building Blocks (either "Intel Library"), then the Intel Library is provided to you as an add-on option to either the Intel(R) C++ Compiler product or the Intel(R) Fortran Compiler product (either "Intel Compiler") for which you have a Floating license, and as such, in addition to the terms and conditions above, the Intel Library may only be used by the authorized concurrent users of that Intel Compiler Floating license.

D. DISTRIBUTION: Distribution of the Redistributables is also subject to the following limitations: You (i) shall be solely responsible to your customers for any update or support obligation or other liability which may arise from the distribution, (ii) shall not make any statement that your product is "certified", or that its performance is guaranteed, by Intel, (iii) shall not use Intel's name or trademarks to market your product without written permission, (iv) shall use a license agreement that prohibits disassembly and reverse engineering of the Redistributables, (v) shall indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of any product.

E. Intel(R) Integrated Performance Primitives (Intel IPP). The following terms and conditions apply only to the Intel IPP.

i. Notwithstanding anything in this Agreement to the contrary, if you implement the Sample Sources in your application or if you use Intel IPP to implement algorithms that are protected by others’ licenses then you may need additional licenses from various entities. Should any such additional licenses be required, you are solely responsible for obtaining any such licenses and agree to obtain any such licenses at your own expense.

ii. Notwithstanding anything herein to the contrary, a valid license to Intel IPP is a prerequisite to any license for Sample Source, and possession of Sample Source does not grant any license to Intel IPP (or any portion thereof). To access Sample Source, you must first register your licensed copy of the Intel IPP with Intel. By downloading, installing or copying any Sample Source file, you agree to be bound by terms of this Agreement.

F. SOFTWARE TRANSFER: You may permanently transfer the Materials and all of your rights under this Agreement to another party ("Recipient") only if you notify Intel of the transfer by sending a letter to Intel certifying that you retain no copies of the Materials and that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement. Please send such letter to:

Intel Corporation

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4. COPYRIGHT: Title to the Materials and all copies thereof remain with Intel or its suppliers. The Materials are copyrighted and are protected by United States copyright laws and international treaty provisions. You will not remove any copyright notice from the Materials. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, no license or right is granted to you directly or by implication, inducement, estoppel or otherwise, specifically Intel does not grant any express or implied right to you under Intel patents, copyrights, trademarks, or trade secret information.

5. NO WARRANTY AND LIMITED REPLACEMENT: THE MATERIALS AND INFORMATION ARE PROVIDED "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. If the media on which the Materials are furnished are found to be defective in material or workmanship under normal use for a period of ninety (90) days from the date of receipt, Intel's entire liability and your exclusive remedy shall be the replacement of the media. This offer is void if the media defect results from accident, abuse, or misapplication.

6. LIMITATION OF LIABILITY: THE ABOVE REPLACEMENT PROVISION IS THE ONLY WARRANTY OF ANY KIND. INTEL OFFERS NO OTHER WARRANTY EITHER EXPRESS OR IMPLIED INCLUDING THOSE OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD- PARTY INTELLECTUAL PROPERTY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER INTEL NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. UNAUTHORIZED USE: THE MATERIALS ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF SYSTEM OR APPLICATION IN WHICH THE FAILURE OF THE MATERIALS COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR (E.G MEDICAL SYSTEMS, LIFE SUSTAINING OR LIFE SAVING SYSTEMS). Should the buyer purchase or use the Materials for any such unintended or unauthorized use, the buyer shall indemnify and hold Intel and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Intel was negligent regarding the design or manufacture of the part.

8. USER SUBMISSIONS: You agree that any material, information or other communication you transmit or post to an Intel website or provide to Intel under this Agreement related to the features, functions, performance or use of the Materials will be considered non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or provide to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If you wish to provide Intel with your confidential information, Intel requires a non-disclosure agreement ("NDA") to receive such confidential information, so please contact your Intel representative to ensure the proper NDA is in place.

9. CONSENT. You agree that Intel, its subsidiaries or suppliers may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Materials, and to verify compliance with the terms of this Agreement. Intel may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

10. TERMINATION OF THIS LICENSE: This Agreement becomes effective on the date you accept this Agreement and will continue until terminated as provided for in this Agreement. If you are using the Materials under the control of a time-limited license, for example an Evaluation License, this Agreement terminates without notice on the last day of the time period, which is specified elsewhere in the Materials, and/or controlled by the license key code for the Materials. Intel may terminate this license immediately if you are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Intel. Upon termination, you will immediately return to Intel or destroy the Materials and all copies thereof. Any distribution of the Redistributables conducted in accordance with the terms and conditions of this Agreement shall survive termination of this Agreement.

11. U.S. GOVERNMENT RESTRICTED RIGHTS: The technical data and computer software covered by this license is a "Commercial Item," as such 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 pursuant to the terms and conditions herein. 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 herein. The U.S. Government shall only have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.

12. GENERAL PROVISIONS

A. ENTIRE AGREEMENT: This Agreement is intended to be the entire agreement between you and Intel with respect to matters contained herein, and supersedes all prior or contemporaneous agreements and negotiations with respect to those matters. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. If any provision of this Agreement is determined by a court to be unenforceable, you and Intel will deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect. Any change, modification or waiver to this Agreement must be in writing and signed by an authorized representative of you and Intel.

B. APPLICABLE LAWS: Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflict of laws. You agree that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. You agree that your distribution and export/re-export of the Software and permitted modifications shall be in compliance with the laws, regulations, orders or other restrictions of applicable export laws.

13. THIRD PARTY PROGRAMS. The Materials may include third party programs or materials. The license terms with those programs or materials apply to your use of them, and Intel is not liable for them.

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