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Note: There are multiple End User License Agreements in this document. Please read to the end:
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IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
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Do not copy, install, distribute, publicly display, or use the Materials (as
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defined below) provided under this license agreement ("Agreement") until you
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("You" or "Your") have carefully read and agreed to the following terms and
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conditions.
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This Agreement forms a legally binding contract between You and Intel
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Corporation ("Intel") regarding Your use of the Materials. By copying,
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installing, distributing, publicly displaying, or otherwise using the Materials,
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You agree to be bound by the terms of this Agreement. If You do not agree to
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the terms of this Agreement, do not copy, install, distribute, publicly display,
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or use the Materials.
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If You are agreeing to the terms and conditions of this Agreement on behalf of a
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company or other legal entity, You represent and warrant that You have the legal
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authority to bind that legal entity to the Agreement, in which case, "You" or
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"Your" will mean such entity.
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Third Party Programs (as defined below), even if included with the distribution
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of the Materials, are governed by separate third party license terms, including
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without limitation, open source software license terms. Such third party license
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terms (and not this Agreement) govern Your use of the Third Party Programs, and
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Intel is not liable for the Third Party Programs.
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End User License Agreement for the Intel(R) Software Development Products
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(Version March 2015)
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1. LICENSE DEFINITIONS:
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A. "Confidential Information" means all Materials (as defined below),
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including without limitation, any Pre-Release Materials, that are identified
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(in the product release notes, on Intel's download website for the Materials
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or elsewhere) or labeled as Intel confidential information or a similar
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legend.
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B. "Excluded License" means a license that requires, as a condition of use,
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modification, or distribution, that the licensed software or other software
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incorporated into, derived from or distributed with such software (a) be
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disclosed or distributed in Source Code form; (b) be licensed by the user to
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third parties for the purpose of making and/or distributing derivative works;
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or (c) be redistributable at no charge. Excluded Licenses include, without
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limitation, licenses that license or distribute software under any of the
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following licenses or distribution models, or licenses or distribution models
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substantially similar to any of the following: (a) GNU's General Public
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License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g.,
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PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e)
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the Sun Community Source License (SCSL), (f) the Sun Industry Source License
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(SISL), and (g) the Common Public License (CPL).
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C. "IPP Sample Source" is the Source Code file(s) that: (i) demonstrates
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certain limited functions included in the binary libraries of the Intel(R)
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Integrated Performance Primitives ("Intel(R) IPP"); (ii) is identified as
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Intel IPP sample source code; (iii) is obtained separately from Intel after
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You register Your copy of the Intel(R) IPP product with Intel; and (iv) is
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subject to all of the terms and conditions of this Agreement.
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D. "Licensed Patent Claims" means the claims of Intel's patents that are
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necessarily and directly infringed by the reproduction and distribution of
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the Materials that is authorized in Section 2 below, when the Materials is in
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its unmodified form as delivered by Intel to You and not modified or combined
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with anything else. Licensed Patent Claims are only those claims that Intel
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can license without paying, or getting the consent of, a third party.
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E. "Materials" are defined as the software, documentation, the software
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product serial number and license key codes (if applicable), and other
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materials, including any modifications, updates and upgrades thereto, that
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are provided to You under this Agreement. Materials also include any
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Redistributables, Source Code, and Pre-Release Materials, as defined below
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but do not include Third Party Programs.
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F. "Microsoft Platforms" means any current and future Microsoft operating
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system products, Microsoft run-time technologies (such as the .NET
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Framework), and Microsoft application platforms (such as Microsoft Office or
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Microsoft Dynamics) that Microsoft offers.
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G. "Redistributables" are the files listed in the following text files that
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may be included in the Materials for the applicable Intel Software
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Development Product: clredist.txt, credist.txt, fredist.txt, redist.txt, and
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redist-rt.txt.
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H. "Sample Source Code" is those portions of the Materials that are Source
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Code files and are identified as sample source code, including without
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limitation, the IPP Sample Source.
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I. "Source Code" is defined as the software (and not documentation or text)
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portion of the Materials provided in human readable format, and includes
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modifications that You make or are made on Your behalf as expressly permitted
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under the terms of this Agreement.
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J. "Third Party Programs" (if any) are the files listed in the
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"third-party-programs.txt" text file that may be included in the Materials
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for the applicable software.
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K. "Your Product" means one or more applications or products developed by or
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for You using the Materials.
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2. CONSENT. You agree that Intel, its subsidiaries or suppliers may collect and
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use technical and related information, including but not limited to the software
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product serial number, technical information about Your computer, system and
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application software, and peripherals, that is gathered periodically to
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facilitate the provision of software updates, product support and other services
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to You (if any) related to the Materials, and to verify compliance with the
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terms of this Agreement. Intel may use this information, as long as it is in a
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form that does not personally identify You, to improve our products or to
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develop and provide services or technologies.
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3. LICENSE GRANT:
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3.1 Subject to the terms and conditions of this Agreement, and timely
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payment of any fees (if applicable), Intel grants You a non-exclusive,
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worldwide, perpetual, non-assignable (except as expressly permitted hereunder),
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limited right and license:
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A. under its copyrights, to:
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(1) reproduce internally copies of the Materials for your internal use in
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accordance with the applicable license rights and restrictions specified in
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Section 4.D below; provided, however, that this license does not include the
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right to sublicense and may only be exercised by You or Your employees and
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only within Your facilities;
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(2) use the Materials solely for Your internal use to develop Your
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Product, in accordance with the applicable license rights and restrictions
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specified in Section 4.D below and the documentation or text files included
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as part of the Materials; provided, however, that this license does not
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include the right to sublicense and may only be exercised by You or Your
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employees and only within Your facilities;
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(3) modify or create derivative works of the Materials, or any portions
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thereof, that are provided in Source Code form, provided, however, that this
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license does not include the right to sublicense and may be exercised only by
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You or Your employees and only within Your facilities;
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(4) publicly perform, display, and distribute (directly and through Your
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distributors, resellers and other channel partners) or otherwise make
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publicly available the Redistributables, including any modifications to or
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derivative works of the Redistributables made pursuant to Section 3.1.A(3),
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or any portions thereof, subject to the following restrictions:
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(i) any distribution of the Redistributables must only be as part of
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Your Product which must add significantly more functionality than the
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Redistributables themselves;
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(ii) any additional restrictions which may appear in the
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Redistributables text files specified in Section 1.G above and in
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Section 4 below; and
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(iii) the license under Section 3.1.A(4) includes the right to
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sublicense the Redistributables, but the sublicense rights are
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limited to sublicensing of any Intel copyrights in the
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Redistributables and only to the extent necessary to perform,
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display, and distribute the Redistributables (including Your
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modifications and derivative works thereto) solely as incorporated
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in Your Product. IF YOU RECEIVED THE MATERIALS FOR EVALUATION,
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HOWEVER, YOU HAVE NO RIGHTS TO DISTRIBUTE THE REDISTRIBUTABLES,
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INCLUDING WITHOUT LIMITATION, ANY PORTIONS, MODIFICATIONS OR
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DERIVATIVE WORKS.
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; and
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B. under Intel's Licensed Patent Claims, to:
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(1) make copies of the Materials internally only;
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(2) use the Materials internally only; and
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(3) offer to distribute, and distribute, but not sell, the
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Redistributables only as part of Your Product, under Intel's copyright
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license granted in Section 3.1(A), but only under the terms of that copyright
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license and not as a sale (but this right does not include the right to
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sub-license);
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(4) provided, further, that the license under the Licensed Patent Claims
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does not and will not apply to any modifications to, or derivative works of,
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the Materials, whether made by You, Your customer (which, for all purposes
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under this Agreement, will mean either a customer, reseller, distributor or
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other channel partner), or any third party even if the modification and
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derivative works are permitted under 3.1(A)(3).
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3.2 If the Materials You receive are packaged, as a single orderable item
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(i.e., as a single SKU), with hardware that includes one or more Intel
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manufactured microprocessors ("Intel Target Hardware"), then the licenses
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granted in Section 3.1 above are restricted to the sole purpose of producing and
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releasing Your Product to execute on computer systems that include the same or
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new versions of the Intel manufactured microprocessor included in the Intel
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Target Hardware.
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Intel expressly does not grant You a patent license in this Agreement to any
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modifications or derivative works of the Materials, whether made by You, Your
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contractor, Your customer, or any other third party in creating the derivative
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works even to the extent creation of derivative works is permitted under Section
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3.1(A)(3) above.
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4. LICENSE CONDITIONS:
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A. If You are an entity, each of Your employees and Your contractors may use
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the Materials as specified in Section 3 above, provided: (i) their use of the
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Materials is solely on behalf of and in support of Your business, (ii) they
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agree to the terms and conditions of this Agreement, and (iii) You are solely
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responsible for their use of the Materials.
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B. If Your Product is a software development library, then attribution (if
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any), as specified in the product release notes of the corresponding
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Materials shall be displayed prominently in Your Product's associated
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documentation and on the web site (if any) for Your Product.
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C. If You receive Your first copy of the Materials electronically, and a
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second copy on media, then you may use the second copy only in accordance
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with Your applicable license stated in this Agreement, or for backup or
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archival purposes. You may not provide the second copy to another user.
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D. Except as expressly provided in this Agreement, You may NOT: (i) use,
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copy, distribute, or publicly display the Materials; (ii) rent or lease the
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Materials to any third party; (iii) assign this Agreement or transfer the
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Materials; (iv) modify, adapt, or translate the Materials in whole or in
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part; (v) reverse engineer, decompile, or disassemble the Materials; (vi)
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attempt to modify or tamper with the normal function of any license manager
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that may regulate usage of the Materials; (vii) distribute, sublicense or
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transfer the Source Code form of any components of the Materials or
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derivatives thereof to any third party; (viii) distribute Redistributables
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except as part of a larger program that adds significant primary
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functionality different from that of the Redistributables; (ix) distribute
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the Redistributables to run on a platform other than a Microsoft Platform if
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according to the accompanying user documentation the Materials are meant to
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execute only on a Microsoft Platform; (x) include the Redistributables in
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malicious, deceptive, or unlawful programs or products; or (xi) modify,
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create a derivative work, link, or distribute the Materials so that any part
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of it becomes subject to an Excluded License.
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E. The scope and term of Your license depends on the type of license You are
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provided by Intel. The variety of license types are set forth below, which
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may not be available for all "Intel(R) Software Development Products" and
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therefore may not apply to the particular Materials You are licensing. For
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more information on the types of licenses, please contact Intel or Your sales
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representative.
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i. PRE-RELEASE LICENSE: If the Materials, or portions thereof, are identified
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(in the product release notes, on Intel's download website for the Materials
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or elsewhere) or labeled as pre-release ("Pre-Release Materials"), (a) the
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Pre-Release Materials are deemed to be pre-release code (e.g., alpha or beta
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release, etc.), which may not be fully functional and which Intel may
|
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substantially modify in development of a commercial version, and for which
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Intel makes no assurances that it will ever develop or make generally
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available a commercial version,and (b) You have the right to use the
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Pre-Release Materials only for the duration of the pre-release term, which is
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specified in the product release notes, on Intel's download website for the
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Materials or elsewhere, or until the commercial release, if any, of the
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Pre-Release Materials, whichever is shorter, and (c) Your right to use the
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Pre-Release Material is also restricted to the license type (i.e., Evaluation
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License, Named-User License, Floating License, specified below) issued to You
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for the Pre-Release Materials.
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ii. EVALUATION LICENSE: If You obtained the Materials pursuant to an
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evaluation license, You may use the Materials only for internal evaluation
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purposes and only for the term of the evaluation period, as specified on
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Intel's download website or which may be controlled by the license key for
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the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS
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AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE
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APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION
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PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION. You may install copies of
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the Materials on a reasonable number of computers to conduct Your evaluation
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provided that You are the only individual using the Materials and only one
|
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copy of the Materials is in use at any one time. A separate license key is
|
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required for each additional use and/or individual user in all other cases,
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including without limitation, use by persons, computer systems, and other use
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methods known now and in the future. Intel may provide You with a license
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key that enables the Materials for an evaluation license. If You are an
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entity, Intel grants You the right to designate one individual within Your
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organization to have the sole right to use the Materials in the manner
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provided above.
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iii. NONCOMMERCIAL USE LICENSE: If You obtained the Materials under a
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noncommercial use license, You may use the Materials only for non-commercial
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use where You receive no fee, salary or any other form of compensation. The
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Materials may not be used for any other purpose, whether "for profit" or "not
|
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for profit." Any work performed or produced as a result of use of the
|
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Materials cannot be performed or produced for the benefit of other parties
|
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for a fee, compensation or any other reimbursement or remuneration. You may
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install copies of the Materials on an unlimited number of computers provided
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that You are the only individual using the Materials and only one copy of the
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Materials is in use at any one time. A separate license is required for each
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additional use and/or individual user in all other cases, including without
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limitation, use by persons, computer systems, and other methods of use known
|
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now and in the future. Intel will provide You with a license key that
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enables the Materials for a noncommercial-use license. If You obtained a
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time-limited noncommercial-use license, the duration (time period) of Your
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license and Your ability to use the Materials is limited to the time period
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of the obtained license, which is specified on Intel's download website,
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specified in the applicable documentation or controlled by the license key
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for the Materials.
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iv. NAMED-USER LICENSE: If You obtained the Materials under a named-user
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license, You may allow only one (1) individual to install and use the
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Materials on no more than three (3) computers provided that same individual
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is using the Materials only on one (1) computer at a time. If You obtained a
|
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time-limited named-user license, the term of Your license and your ability to
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use the Materials is limited to the time period of the obtained license,
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which is specified on Intel's download website, specified in the applicable
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documentation or controlled by the license key for the Materials.
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v. NODE-LOCKED LICENSE: If You obtained the Materials under a node-locked
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license, You may use the Materials only on a single designated computer by no
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more than the authorized number of concurrent users. If You obtained a
|
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time-limited node-locked license, the term of Your license and Your ability
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to use the Materials is limited to the time period of the obtained license,
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which is specified on Intel's download website, specified in the applicable
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documentation or controlled by the license key for the Materials.
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vi. FLOATING LICENSE: If You obtained the Materials under a floating license,
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you may (a) install the Materials on an unlimited number of computers that
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are connected to the designated network and (b) use the Material by no more
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than the authorized number of concurrent individual users. If You obtained a
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time-limited Floating license key, the term of Your license and Your ability
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to use the Materials is limited to the time period of the obtained license,
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which is specified on Intel's download website, specified in the applicable
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documentation or controlled by the license key for the Materials.
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F. DISTRIBUTION: Distribution of the Redistributables is also subject to the
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following limitations: You (i) will be solely responsible to Your customers for
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any update, support obligation or other liability which may arise from the
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distribution, (ii) will not make any statement that Your Product is "certified"
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or that its performance is guaranteed by Intel, (iii) will not use Intel's name
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or trademarks to market Your Product without written permission from Intel, (iv)
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will provide a license agreement with distribution of the Redistributables that
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prohibits disassembly and reverse engineering of the Redistributables, (v) will
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indemnify, hold harmless, and defend Intel and its suppliers from and against
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any claims or lawsuits, including attorney's fees, that arise or result from
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Your modifications, derivative works or Your distribution of Your Product.
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G. INTEL(R) INTEGRATED PERFORMANCE PRIMITIVES ("INTEL IPP"). The following terms
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and conditions apply only to the Intel IPP.
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i. Notwithstanding anything in this Agreement to the contrary, if You
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implement Intel IPP Sample Source Code in Your Product or if You use Intel
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IPP to implement algorithms that are the intellectual property of third
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parties, then you may need additional licenses from such entities.Should any
|
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such additional licenses be required, You are solely responsible for
|
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obtaining any such licenses and agree to obtain any such licenses at Your own
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expense.
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ii. Notwithstanding anything herein to the contrary, a valid license to Intel
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IPP is a prerequisite to any license for Intel IPP Sample Source Code, and
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possession of Intel IPP Sample Source Code does not grant any license to
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Intel IPP (or any portion thereof). To access Intel IPP Sample Source Code,
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You must first register Your licensed copy of the Intel IPP with Intel. By
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downloading, installing or copying any Intel IPP Sample Source Code file, You
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agree to be bound by terms of this Agreement.
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H. MEDIA FORMAT CODECS AND DIGITAL RIGHTS MANAGEMENT. You acknowledge and agree
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that your use of the Materials or distribution of the Materials with Your
|
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Product as permitted by this license may require you to procure license(s) from
|
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one or more third parties that may hold intellectual property rights applicable
|
|
to any media decoding, encoding or transcoding technology (such as, for example,
|
|
through use of an audio or video codec) and/or digital rights management
|
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capabilities of the Materials, if any. Should any such additional licenses be
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required, You are solely responsible for obtaining any such licenses and agree
|
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to obtain any such licenses at Your own expense.
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I. MATERIALS TRANSFER: Except for the Pre-Release Licenses or Evaluation
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Licenses or Non-Commercial Licenses, as specified above, You may permanently
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transfer the Materials you received pursuant to a license type listed in Section
|
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4(D) above, and all of Your rights under this Agreement, to another party
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("Recipient") solely in conjunction with a change of ownership, merger,
|
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acquisition, sale or transfer of all or substantially all of Your business or
|
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assets, either voluntarily, by operation of law or otherwise subject to the
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following: You must notify Intel of the transfer by sending a letter to Intel
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(i) identifying the legal entities of Recipient and You, (ii) identifying the
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Materials (i.e., the specific Intel software and version) and the associated
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serial numbers to be transferred, (iii) certifying that You retain no copies of
|
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the Materials or portions thereof, (iv) certifying that the Recipient has agreed
|
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in writing to be bound by all of the terms and conditions of this Agreement, (v)
|
|
certifying that the Recipient has been notified that in order to receive support
|
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from Intel for the Materials they must notify Intel in writing of the transfer
|
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and provide Intel with the information specified in subsection (ii) above along
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with the name and email address of the individual assigned to use the Materials,
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and (vi) providing Your email address so that Intel may confirm receipt of Your
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letter. Please send such letter to:
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Intel Corporation
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2111 NE 25th Avenue
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Hillsboro, OR 97124
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Attn: DPD Contracts Management, JF1-15
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5. PRIVACY:
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A. Data Collection: Intel has collected or will collect certain personal
|
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information from You in order to inform You of updates to the Materials, based
|
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on the personal information collected when You registered the license to the
|
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Materials with Intel.
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B. Revoking Consent to Data Collection: You can revoke Your consent to this
|
|
collection of personal information at any time by clicking on the link to
|
|
"unsubscribe" at the bottom of any communication from Intel related to the
|
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Materials which will allow You to opt-out of receiving future messages related
|
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to the Materials.
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C. Intel's Privacy Notice: Intel is committed to respecting Your privacy. To
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learn more about Intel's privacy practices, please visit
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http://www.intel.com/privacy.
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6. OWNERSHIP: Title to the Materials and all copies thereof remain with Intel or
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its suppliers. The Materials are protected by intellectual property rights,
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including without limitation, United States copyright laws and international
|
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treaty provisions. You will not remove any copyright or other proprietary
|
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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
|
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to You directly or by implication, inducement, estoppel or otherwise;
|
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specifically Intel does not grant any express or implied right to You under
|
|
Intel patents, copyrights, trademarks, or trade secrets.
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|
|
7. NO WARRANTY AND NO SUPPORT: Disclaimer. Intel disclaims all warranties of
|
|
any kind and the terms and remedies provided in this Agreement are instead of
|
|
any other warranty or condition, express, implied or statutory, including those
|
|
regarding merchantability, fitness for any particular purpose, non-infringement
|
|
or any warranty arising out of any course of dealing, usage of trade, proposal,
|
|
specification or sample. Intel does not assume (and does not authorize any
|
|
person to assume on its behalf) any other liability.
|
|
|
|
Intel may make changes to the Materials, or to items referenced therein, at any
|
|
time without notice, but is not obligated to support, update or provide training
|
|
for the Materials. Intel may in its sole discretion offer such support, update
|
|
or training services under separate terms at Intel's then-current rates. You may
|
|
request additional information on Intel's service offerings from an Intel sales
|
|
representative.
|
|
|
|
8. LIMITATION OF LIABILITY: 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 Materials, 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.
|
|
|
|
9. UNAUTHORIZED USE: The Materials are not designed, intended, or authorized
|
|
for use in any type of a 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 lifesaving systems). Should You use
|
|
the Materials for any such unintended or unauthorized use, You hereby indemnify,
|
|
defend, and hold Intel and its officers, subsidiaries and affiliates harmless
|
|
against all claims, costs, damages, expenses, and reasonable attorney fees
|
|
arising out of, directly or indirectly, such use and 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 Materials.
|
|
|
|
10. USER SUBMISSIONS: This Agreement does not obligate You to provide Intel
|
|
with materials, information, comments, suggestions or other communication
|
|
regarding the Materials. 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 this Agreement related to the features, functions, performance or use of
|
|
the Materials are deemed 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 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"), so please contact Your
|
|
Intel representative to ensure the proper NDA is in place.
|
|
|
|
Nothing in this Agreement 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 this Agreement 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.
|
|
|
|
11. NON-DISCLOSURE: The following provisions will apply if there is no existing
|
|
non-disclosure agreement between You and Intel. You will maintain the
|
|
confidentiality of the Confidential Information (if any) with at least the same
|
|
degree of care that You use to protect Your own confidential and proprietary
|
|
information, but no less than a reasonable degree of care under the
|
|
circumstances. You will not disclose the Confidential Information to any
|
|
employees or to any third parties except to Your employees 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 You will be liable for breach by any such
|
|
entity. For the purposes of this Agreement, the term "employee" will include
|
|
Your independent contractors, who have signed confidentiality agreements with
|
|
You. You will not make any copies of the Confidential Information except as
|
|
necessary for Your employees with a need to know. Any copies which are made
|
|
will be identified as belonging to Intel and marked "confidential",
|
|
"proprietary" or with similar legend. You will not be liable for the disclosure
|
|
of any Confidential Information which is (a) generally made available publicly
|
|
or to third parties by Intel without restriction on disclosure; (b) rightfully
|
|
received from a third party without obligation of confidentiality; (c)
|
|
rightfully known to You without any limitation on disclosure prior to Your
|
|
receipt from Intel; (d) independently developed by Your employees; or (e)
|
|
required to be disclosed in accordance with applicable laws, regulations, court,
|
|
judicial or other government order, provided that You will give Intel reasonable
|
|
notice prior to such disclosure and will comply with any applicable protective
|
|
order.
|
|
|
|
12. 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 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 in the Materials or on
|
|
Intel's website, 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. In the event of
|
|
termination of this Agreement, the license grant to any Materials or
|
|
Redistributables distributed by You in accordance with the terms and conditions
|
|
of this Agreement, prior to the effective date of such termination, will survive
|
|
any such termination of this Agreement. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12,
|
|
and 14 will survive expiration or termination of this Agreement.
|
|
|
|
13. 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 will only have the right to reproduce, distribute, perform, display,
|
|
and prepare derivative works as needed to implement those rights.
|
|
|
|
14. GENERAL PROVISIONS
|
|
|
|
A. ENTIRE AGREEMENT: This Agreement contains the complete and exclusive
|
|
agreement and understanding between the parties concerning the subject matter
|
|
of this Agreement, and supersedes all prior and contemporaneous proposals,
|
|
agreements, understanding, negotiations, representations, warranties,
|
|
conditions, and communications, oral or written, between the parties relating
|
|
to the same subject matter. This Agreement, including without limitation its
|
|
termination, has no effect on any signed non-disclosure agreements between
|
|
the parties, which remain in full force and effect as separate agreements to
|
|
their terms. Each party acknowledges and agrees that in entering into this
|
|
Agreement it has not relied on, and will not be entitled to rely on, any oral
|
|
or written representations, warranties, conditions, understanding, or
|
|
communications between the parties that are not expressly set forth in this
|
|
Agreement. The express provisions of this Agreement control over any course
|
|
of performance, course of dealing, or usage of the trade inconsistent with
|
|
any of the provisions of this Agreement. The provisions of this Agreement
|
|
will prevail notwithstanding any different, conflicting, or additional
|
|
provisions that may appear on any purchase order, acknowledgement, invoice,
|
|
or other writing issued by either party in connection with this Agreement. No
|
|
modification or amendment to this Agreement will be effective unless in
|
|
writing and signed by authorized representatives of each party, and must
|
|
specifically identify this Agreement by its title (e.g., "End User License
|
|
Agreement for the Intel(R) software and version, i.e., March 2015). If You
|
|
received a copy of this Agreement translated into another language, the
|
|
English language version of this Agreement will prevail in the event of any
|
|
conflict between versions.
|
|
|
|
B. EXPORT. You must comply with all laws and regulations of the United States
|
|
and other countries governing the export, re-export, import, transfer,
|
|
distribution, use, and servicing of Software. In particular, You must not:
|
|
(a) sell or transfer Software to a country subject to sanctions, or to any
|
|
entity listed on a denial order published by the United States government or
|
|
any other relevant government; or (b) use, sell, or transfer Software for the
|
|
development, design, manufacture, or production of nuclear, missile, chemical
|
|
or biological weapons, or for any other purpose prohibited by the United
|
|
States government or other applicable government; without first obtaining all
|
|
authorizations required by all applicable laws. For more details on Your
|
|
export obligations, please visit
|
|
http://www.intel.com/content/www/us/en/legal/export-compliance.html?wapkw=export.
|
|
|
|
|
|
C. GOVERNING LAW, JURISDICTION, AND VENUE: All disputes arising out of or
|
|
related to this Agreement, whether based on contract, tort, or any other
|
|
legal or equitable theory, will in all respects be governed by, and construed
|
|
and interpreted under, the laws of the United States of America and the State
|
|
of Delaware, without reference to conflict of laws principles. The parties
|
|
agree that the United Nations Convention on Contracts for the International
|
|
Sale of Goods (1980) is specifically excluded from and will not apply to this
|
|
Agreement. All disputes arising out of or related to this Agreement, whether
|
|
based on contract, tort, or any other legal or equitable theory, will be
|
|
subject to the exclusive jurisdiction of the courts of the State of Delaware
|
|
or of the Federal courts sitting in that State. Each party submits to the
|
|
personal jurisdiction of those courts and waives all objections to that
|
|
jurisdiction and venue for those disputes.
|
|
|
|
D. SEVERABILITY: The parties intend that if a court holds that any provision
|
|
or part of this Agreement is invalid or unenforceable under applicable law,
|
|
the court will modify the provision to the minimum extent necessary to make
|
|
it valid and enforceable, or if it cannot be made valid and enforceable, the
|
|
parties intend that the court will sever and delete the provision or part
|
|
from this Agreement. Any change to or deletion of a provision or part of this
|
|
Agreement under this Section will not affect the validity or enforceability
|
|
of the remainder of this Agreement, which will continue in full force and
|
|
effect.
|
|
|
|
|
|
* Other names and brands may be claimed as the property of others
|
|
|
|
|
|
|
|
|
|
|
|
Common Public License Version 1.0
|
|
|
|
THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS COMMON
|
|
PUBLIC LICENSE ("AGREEMENT"). ANY USE, REPRODUCTION OR DISTRIBUTION OF
|
|
THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT.
|
|
|
|
1. DEFINITIONS
|
|
|
|
"Contribution" means:
|
|
|
|
a) in the case of the initial Contributor, the initial code and
|
|
documentation distributed under this Agreement, and
|
|
|
|
b) in the case of each subsequent Contributor:
|
|
i) changes to the Program, and
|
|
ii) additions to the Program; where such changes and/or additions
|
|
to the Program originate from and are distributed by that
|
|
particular Contributor. A Contribution 'originates' from a
|
|
Contributor if it was added to the Program by such
|
|
Contributor itself or anyone acting on such Contributor's
|
|
behalf. Contributions do not include additions to the Program
|
|
which: (i) are separate modules of software distributed in
|
|
conjunction with the Program under their own license
|
|
agreement, and (ii) are not derivative works of the Program.
|
|
|
|
"Contributor" means any person or entity that distributes the Program.
|
|
|
|
"Licensed Patents " mean patent claims licensable by a Contributor
|
|
which are necessarily infringed by the use or sale of its Contribution
|
|
alone or when combined with the Program.
|
|
|
|
"Program" means the Contributions distributed in accordance with this
|
|
Agreement.
|
|
|
|
"Recipient" means anyone who receives the Program under this
|
|
Agreement, including all Contributors.
|
|
|
|
2. GRANT OF RIGHTS
|
|
|
|
a) Subject to the terms of this Agreement, each Contributor hereby
|
|
grants Recipient a non-exclusive, worldwide, royalty-free
|
|
copyright license to reproduce, prepare derivative works of,
|
|
publicly display, publicly perform, distribute and sublicense the
|
|
Contribution of such Contributor, if any, and such derivative
|
|
works, in source code and object code form.
|
|
|
|
b) Subject to the terms of this Agreement, each Contributor hereby
|
|
grants Recipient a non-exclusive, worldwide, royalty-free patent
|
|
license under Licensed Patents to make, use, sell, offer to sell,
|
|
import and otherwise transfer the Contribution of such
|
|
Contributor, if any, in source code and object code form. This
|
|
patent license shall apply to the combination of the Contribution
|
|
and the Program if, at the time the Contribution is added by the
|
|
Contributor, such addition of the Contribution causes such
|
|
combination to be covered by the Licensed Patents. The patent
|
|
license shall not apply to any other combinations which include
|
|
the Contribution. No hardware per se is licensed hereunder.
|
|
|
|
c) Recipient understands that although each Contributor grants the
|
|
licenses to its Contributions set forth herein, no assurances are
|
|
provided by any Contributor that the Program does not infringe
|
|
the patent or other intellectual property rights of any other
|
|
entity. Each Contributor disclaims any liability to Recipient for
|
|
claims brought by any other entity based on infringement of
|
|
intellectual property rights or otherwise. As a condition to
|
|
exercising the rights and licenses granted hereunder, each
|
|
Recipient hereby assumes sole responsibility to secure any other
|
|
intellectual property rights needed, if any. For example, if a
|
|
third party patent license is required to allow Recipient to
|
|
distribute the Program, it is Recipient's responsibility to
|
|
acquire that license before distributing the Program.
|
|
|
|
d) Each Contributor represents that to its knowledge it has
|
|
sufficient copyright rights in its Contribution, if any, to grant
|
|
the copyright license set forth in this Agreement.
|
|
|
|
3. REQUIREMENTS
|
|
|
|
A Contributor may choose to distribute the Program in object code form
|
|
under its own license agreement, provided that:
|
|
|
|
a) it complies with the terms and conditions of this Agreement; and
|
|
|
|
b) its license agreement:
|
|
i) effectively disclaims on behalf of all Contributors all
|
|
warranties and conditions, express and implied, including
|
|
warranties or conditions of title and non-infringement, and
|
|
implied warranties or conditions of merchantability and
|
|
fitness for a particular purpose;
|
|
ii) effectively excludes on behalf of all Contributors all
|
|
liability for damages, including direct, indirect, special,
|
|
incidental and consequential damages, such as lost profits;
|
|
iii) states that any provisions which differ from this Agreement
|
|
are offered by that Contributor alone and not by any other
|
|
party; and
|
|
iv) states that source code for the Program is available from
|
|
such Contributor, and informs licensees how to obtain it in a
|
|
reasonable manner on or through a medium customarily used for
|
|
software exchange.
|
|
|
|
When the Program is made available in source code form:
|
|
|
|
a) it must be made available under this Agreement; and
|
|
|
|
b) a copy of this Agreement must be included with each copy of the
|
|
Program. Contributors may not remove or alter any copyright
|
|
notices contained within the Program.
|
|
|
|
Each Contributor must identify itself as the originator of its
|
|
Contribution, if any, in a manner that reasonably allows subsequent
|
|
Recipients to identify the originator of the Contribution.
|
|
|
|
4. COMMERCIAL DISTRIBUTION
|
|
|
|
Commercial distributors of software may accept certain
|
|
responsibilities with respect to end users, business partners and the
|
|
like. While this license is intended to facilitate the commercial use
|
|
of the Program, the Contributor who includes the Program in a
|
|
commercial product offering should do so in a manner which does not
|
|
create potential liability for other Contributors. Therefore, if a
|
|
Contributor includes the Program in a commercial product offering,
|
|
such Contributor ("Commercial Contributor") hereby agrees to defend
|
|
and indemnify every other Contributor ("Indemnified Contributor")
|
|
against any losses, damages and costs (collectively "Losses") arising
|
|
from claims, lawsuits and other legal actions brought by a third party
|
|
against the Indemnified Contributor to the extent caused by the acts
|
|
or omissions of such Commercial Contributor in connection with its
|
|
distribution of the Program in a commercial product offering. The
|
|
obligations in this section do not apply to any claims or Losses
|
|
relating to any actual or alleged intellectual property
|
|
infringement. In order to qualify, an Indemnified Contributor must:
|
|
|
|
a) promptly notify the Commercial Contributor in writing of such
|
|
claim, and
|
|
|
|
b) allow the Commercial Contributor to control, and cooperate with
|
|
the Commercial Contributor in, the defense and any related
|
|
settlement negotiations. The Indemnified Contributor may
|
|
participate in any such claim at its own expense.
|
|
|
|
For example, a Contributor might include the Program in a commercial
|
|
product offering, Product X. That Contributor is then a Commercial
|
|
Contributor. If that Commercial Contributor then makes performance
|
|
claims, or offers warranties related to Product X, those performance
|
|
claims and warranties are such Commercial Contributor's responsibility
|
|
alone. Under this section, the Commercial Contributor would have to
|
|
defend claims against the other Contributors related to those
|
|
performance claims and warranties, and if a court requires any other
|
|
Contributor to pay any damages as a result, the Commercial Contributor
|
|
must pay those damages.
|
|
|
|
5. NO WARRANTY
|
|
|
|
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
|
|
PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY
|
|
KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY
|
|
WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
|
|
OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely
|
|
responsible for determining the appropriateness of using and
|
|
distributing the Program and assumes all risks associated with its
|
|
exercise of rights under this Agreement, including but not limited to
|
|
the risks and costs of program errors, compliance with applicable
|
|
laws, damage to or loss of data, programs or equipment, and
|
|
unavailability or interruption of operations.
|
|
|
|
6. DISCLAIMER OF LIABILITY
|
|
|
|
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
|
|
ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
|
|
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
|
|
WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
|
|
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
|
|
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
|
|
DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED
|
|
HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
|
|
|
|
7. GENERAL
|
|
|
|
If any provision of this Agreement is invalid or unenforceable under
|
|
applicable law, it shall not affect the validity or enforceability of
|
|
the remainder of the terms of this Agreement, and without further
|
|
action by the parties hereto, such provision shall be reformed to the
|
|
minimum extent necessary to make such provision valid and
|
|
enforceable.
|
|
|
|
If Recipient institutes patent litigation against a Contributor with
|
|
respect to a patent applicable to software (including a cross-claim or
|
|
counterclaim in a lawsuit), then any patent licenses granted by that
|
|
Contributor to such Recipient under this Agreement shall terminate as
|
|
of the date such litigation is filed. In addition, if Recipient
|
|
institutes patent litigation against any entity (including a
|
|
cross-claim or counterclaim in a lawsuit) alleging that the Program
|
|
itself (excluding combinations of the Program with other software or
|
|
hardware) infringes such Recipient's patent(s), then such Recipient's
|
|
rights granted under Section 2(b) shall terminate as of the date such
|
|
litigation is filed.
|
|
|
|
All Recipient's rights under this Agreement shall terminate if it
|
|
fails to comply with any of the material terms or conditions of this
|
|
Agreement and does not cure such failure in a reasonable period of
|
|
time after becoming aware of such noncompliance. If all Recipient's
|
|
rights under this Agreement terminate, Recipient agrees to cease use
|
|
and distribution of the Program as soon as reasonably
|
|
practicable. However, Recipient's obligations under this Agreement and
|
|
any licenses granted by Recipient relating to the Program shall
|
|
continue and survive.
|
|
|
|
Everyone is permitted to copy and distribute copies of this Agreement,
|
|
but in order to avoid inconsistency the Agreement is copyrighted and
|
|
may only be modified in the following manner. The Agreement Steward
|
|
reserves the right to publish new versions (including revisions) of
|
|
this Agreement from time to time. No one other than the Agreement
|
|
Steward has the right to modify this Agreement. IBM is the initial
|
|
Agreement Steward. IBM may assign the responsibility to serve as the
|
|
Agreement Steward to a suitable separate entity. Each new version of
|
|
the Agreement will be given a distinguishing version number. The
|
|
Program (including Contributions) may always be distributed subject to
|
|
the version of the Agreement under which it was received. In addition,
|
|
after a new version of the Agreement is published, Contributor may
|
|
elect to distribute the Program (including its Contributions) under
|
|
the new version. Except as expressly stated in Sections 2(a) and 2(b)
|
|
above, Recipient receives no rights or licenses to the intellectual
|
|
property of any Contributor under this Agreement, whether expressly,
|
|
by implication, estoppel or otherwise. All rights in the Program not
|
|
expressly granted under this Agreement are reserved.
|
|
|
|
This Agreement is governed by the laws of the State of New York and
|
|
the intellectual property laws of the United States of America. No
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party to this Agreement will bring a legal action under this Agreement
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more than one year after the cause of action arose. Each party waives
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its rights to a jury trial in any resulting litigation.
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