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LICENSE
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Copyright 2020 Intel Corporation
This software and the related documents are Intel copyrighted materials,
and your use of them is governed by the express license under which they
were provided to you ("License"). Unless the License provides otherwise,
you may not use, modify, copy, publish, distribute, disclose or transmit
this software or the related documents without Intel's prior written permission.
This software and the related documents are provided as is, with no express or
implied warranties, other than those that are expressly stated in the License.
INTERNAL USE SOFTWARE LICENSE AGREEMENT
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND
CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree to be bound by, or the entity for whose benefit You act has not authorized You to
accept, these terms and conditions, do not install, access, copy, or use the Software and destroy all copies of the Software in Your possession.
This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”) and You. “You” refers
to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the terms and conditions of this Agreement on behalf
of a company or other legal entity, you represent and warrant that you have the legal authority to bind that legal entity to the Agreement, in which case,
"You" or "Your" shall be in reference to such entity. Intel and You are referred to herein individually as a “Party” or, together, as the “Parties”.
The Parties, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:
1. PURPOSE. You seek to obtain, and Intel desires to provide You, under the terms of this Agreement, Software solely for Your internal efforts to develop
or to test and evaluate products integrating Intel hardware and Intel software. “Software” refers to certain software or other collateral, including, but not
limited to, related components, operating system, application program interfaces, device drivers, associated media, printed or electronic documentation
and any updates or releases thereto associated with Intel product(s), software or service(s). “Intel-based product” refers to a device that includes,
incorporates, or implements Intel product(s), software or service(s).
2. LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions of this Agreement, Intel grants to You a limited, nonexclusive,
nontransferable, revocable, worldwide, fully paid-up license during the term of this Agreement, without the right to sublicense, under Intel’s copyrights
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validation, and development of Your Intel-based products, to (i) prepare derivative works (as defined in 17 U.S.C. § 101 et seq.) of the Software
(“Derivatives”), if provided or otherwise made available by Intel in source code form, and reproduce the Software, including Derivatives; (ii) display and
perform an object code representation of the Software including Your Derivatives to Your customers or partners, with a need to know, only for
demonstration and when integrated with and executed by Your Intel-based product or Intel hardware provided by Intel and subject to Your customers or
partners entering a written confidentiality agreement in accordance with Section 7 (Confidentiality) herein; and (iii) have the rights in subparts (i) and (ii)
performed by contractors working on Your behalf or at Your behest, provided that You remain fully liable to Intel for the actions and inactions of those
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3. LICENSE RESTRICTIONS. All right, title and interest in and to the Software and associated documentation are and will remain the exclusive property of
Intel and its licensors or suppliers. Unless expressly permitted under the Agreement, You will not, and will not allow any third party to (i) use, copy, distribute,
sell or offer to sell the Software or associated documentation; (ii) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create
derivative works from the Software except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license
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acknowledge there are significant uses of the Software in its original, unmodified and uncombined form. You may not remove any copyright notices from
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otherwise made available by Intel in source code form, to the extent You provide Intel with Feedback in a tangible form, You grant to Intel and its affiliates
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property rights, whether perfected or not, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create
derivative works of and otherwise exploit any comments, suggestions, descriptions, ideas or other feedback regarding the Software provided by You or on Your
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5. OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in the
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license obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software or any portion
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the software owner or (b) in combination with hardware components purchased from such third party and (c) subject to further license limitations by the
software owner. A listing of any such third party limitations is in one or more text files accompanying the Software. You acknowledge Intel is not providing
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and conditions of the Non-Disclosure Agreement(s) and/or Intel Pre-Release Loan Agreement(s) (referred to herein collectively or individually as “NDA”)
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those set forth in this Agreement, excluding any distribution rights and use for any other purpose, and You will remain fully liable to Intel for the actions
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venture, or employee-employer relationship is intended or created by this Agreement.
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WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility
for the accuracy or completeness of any information, text, graphics, links or other items within the Software.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES, LICENSORS OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS
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EVEN IF INTEL 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 LIMITATION MAY IN PART NOT APPLY TO YOU. THE
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TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE
COULD LEAD TO PERSONAL INJURY OR DEATH. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE
LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL
AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.
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acting on Your behalf or at Your behest violates any of its terms or conditions. Upon termination, You will immediately destroy and ensure the destruction
of the Software or return all copies of the Software to Intel (including providing certification of such destruction or return back to Intel). Upon termination
of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement, except Section 2, will survive termination.
12. GOVERNING LAW AND JURISDICTION. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and
Delaware, without regard to conflict of laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the
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to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from
where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event
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and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212). Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-
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Blvd., Santa Clara, CA 95054.
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implication, by operation of law, or otherwise and any attempt to do so, without Intel’s express prior written consent, will be null and void. Intel may assign,
delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
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Parties with respect to the subject matter hereof, and merge and supersede all prior or contemporaneous agreements, understandings, negotiations and
discussions. Neither Party will be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject
matter hereof other than as expressly provided herein. In the event any provision of this Agreement is unenforceable or invalid under any applicable law
or applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, instead such provision
will be changed and interpreted so as to best accomplish the objectives of such provision within legal limits.
17. WAIVER. The failure of a Party to require performance by the other Party of any provision hereof will not affect the full right to require such performance
at any time thereafter; nor will waiver by a Party of a breach of any provision hereof constitute a waiver of the provision itself.
18. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE
PRIVACY NOTICE AT HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES AND SHARES INFORMATION ABOUT YOU.