You can not select more than 25 topics
Topics must start with a letter or number, can include dashes ('-') and can be up to 35 characters long.
173 lines
10 KiB
173 lines
10 KiB
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]
|
|
|