Intel® Setup and Configuration Software (“Intel® SCS”)
LIMITED LICENSE AGREEMENT

* (Original Equipment Manufacturer (“OEM”) / Original Design Manufacturer (“ODM”) / Independent Hardware Vendor (“IHV”) / Independent Software Vendor (“ISV”)/ IT Outsourcer (“ITO”)/ System Integrator (“SI”) Distribution)  

IMPORTANT – THIS IS A CONTRACT. PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, COPYING, OR OTHERWISE USING THE SOFTWARE.


DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR OTHERWISE USE THE SOFTWARE (DEFINED BELOW), IN WHOLE OR IN PART, UNTIL YOU HAVE CAREFULLY READ AND UNLESS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LIMITED LICENSE AGREEMENT. INTEL CORPORATION (“INTEL”) OFFERS THE SOFTWARE THROUGH ITS WEBSITES. BY DOWNLOADING, INSTALLING, ACCESSING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (DEFINED BELOW). IN THIS AGREEMENT, “LICENSEE” REFERS TO YOU OR YOUR EMPLOYER OR OTHER ENTITY FOR WHOSE BENEFIT YOU ACT, AS APPLICABLE. IF LICENSEE DOES NOT AGREE TO THESE TERMS AND CONDITIONS, OR IF LICENSEE HAS NOT AUTHORIZED YOU TO ACCEPT THESE TERMS AND CONDITIONS, DO NOT CONTINUE TO DOWNLOAD, INSTALL, ACCESS, COPY, OR OTHERWISE USE THE SOFTWARE, AND DESTROY ANY COPIES OF THE SOFTWARE THAT MAY HAVE ALREADY BEEN DOWNLOADED.

PLEASE ALSO NOTE: 
1. If you are an OEM, ODM, IHV, ISV, ITO, or SI, then this complete Intel Setup and Configuration Software Limited License Agreement applies to you.  If you are an End User, then only Exhibit A (INTEL END-USER SOFTWARE LICENSE AGREEMENT (Final, Site License)) applies to you. 
2. The license rights granted under this Agreement are limited to the Software that Intel provides or otherwise makes available to Licensee through a web portal or otherwise, for use in or with an associated Intel-based Device (defined below) for which the Software was designed. This Agreement and the licenses Intel grants under this Agreement are not intended to and do not extend or expand the scope of any other license or right in or to any other Intel hardware or Intel software that Licensee may have or receive, even if Licensee uses the other Intel hardware or Intel software in or with the Intel-based Device associated with the Software licensed under this Agreement.
3. Regardless of anything to the contrary, Licensee acknowledges that Intel is not obligated to provide Licensee with any update or upgrade to any Software that Intel previously provided.
4. Licensee may only use certain third party software provided with or within the Software (A) after Licensee secures a license directly from the owner of the software, or (B) in combination with silicon purchased from the third party. One or more text files accompanying the Software contains a listing of any third party limitations.
5. Intel reserves the right to modify these terms and conditions at any time, and from time to time, in Intel’s sole discretion, without prior notice. Licensee agrees to keep current its email address and other contact information that it provides to Intel so that Intel can notify Licensee of any modifications or termination of this Agreement. Modifications will become effective immediately when Intel notifies Licensee of them by posting them on site from where you downloaded the Software, including, without limitation, by posting them on www.intel.com/go/scs. If Licensee rejects the modifications, its sole and exclusive remedy will be to terminate this Agreement, in which case Licensee must immediately destroy the Software or return all copies to Intel. If License continues to use the Software, Licensee will be deemed to have accepted the modifications and will be bound to comply with them. 

Intel is offering this Agreement to Licensee contingent on and subject to Licensee’s acceptance of and adherence to the terms and conditions of this Agreement. If Licensee has any questions, concerns, or otherwise does not want to be bound by this Agreement, Licensee must not download, install, access, copy, or otherwise use the Software. 

For good and valuable consideration, the sufficiency of which is acknowledged by the parties, and intending to be legally bound, the parties agree to the following terms, conditions, and limitations: 

DEFINITIONS. The following defined terms are used throughout this Agreement:
1. “Agreement” means this Intel® SCS Limited License Agreement and all exhibits, addenda, and amendments, if any.
2. “Documentation” means all user manuals and other materials describing the Software, its operation, and matters related to its use, that Intel may provide in connection with, under, or subject to, this Agreement, and any updated, improved, or modified version(s) of those materials, whether provided in published written material or on magnetic media, or communicated by electronic means. 
3. “Download Site” means www.intel.com/go/scs and any successor URL. 
4. “End User” means a purchaser, recipient, or any other user of Licensee’s Intel-based Device that does not resell the device. 
5. “Executable Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation. 
6. “Intel-based Device” means a computing device that incorporates one or more Intel processors. 
7. “Licensed Patent Claims” means the claims of Intel’s patents that are necessarily and directly infringed by the reproduction and distribution of the Software that is authorized in the Limited License section of this Agreement, when the Software is in its unmodified form as delivered by Intel to Licensee and not modified or combined with anything else. Licensed Patent Claims are only those claims that Intel can license without paying, or getting the consent of, a third party.
8. “Open Source Software” means any software that requires, as a condition of use, modification, or distribution of the software, that the software or other software incorporated into, derived from, or distributed with that software: (A) be disclosed or distributed in Source Code; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); the Artistic License (e.g., PERL); the Mozilla Public License; the Netscape Public License; the Sun Community Source License (SCSL); the Sun Industry Source License; the Apache Software license; and the Common Public License (CPL). The Open Source Software components associated with the Software and their corresponding license terms may be found within text files associated with the Software, the Source Code of the Software, or the Source Code of the Open Source Software that is provided with the Software (or one or more of those places).
9. "Software" means the computer program, in Executable Code, as delivered or otherwise made available by Intel to Licensee, and any updated or improved version(s) of the program that Intel provides or otherwise makes available under this Agreement, if any, but does not include Open Source Software or any computer programming code that is subject to an agreement, obligation, or license (whether or not accompanying the computer program) intended to supersede or override this Agreement. 
10. "Source Code" means a form in which a computer program’s logic is easily deduced by a human being with skill in the art, such as a printed listing of the program or a form from which a printed listing can be easily recognized. 
11. "Term" means the period that begins on Licensee’s first use of the Software or acceptance of these terms and conditions and continues until this Agreement is terminated. 

LIMITED LICENSE. Subject to the terms and conditions of this Agreement, Intel grants to Licensee, during the Term of this Agreement, a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license, without the right to sublicense: 
1. under Intel’s copyrights and (subject to the third party licensing requirements reflected in this Agreement, if any) Intel’s suppliers’ copyrights, to: 
(A) evaluate the Software in connection with Intel-based Devices;
(B) reproduce and publicly display the Software, only when integrated with and executed by an Intel-based Device, subject to the third party licensing requirements reflected in this Agreement, if any;
(C) distribute the Software, in combination with and solely for execution by an Intel-based Device subject to the third party licensing requirements reflected in this Agreement, if any, and if to an End User, under the Intel End User Software License Agreement attached as Exhibit A; and
(D) modify, reproduce, and distribute any Documentation in association with the Software. 
2. under Intel’s Licensed Patent Claims to the Software, to: 
(A) make copies of the Software internally only; 
(B) use the Software internally only; 
(C) offer to distribute, and distribute, but not sell, the Software under the license under Intel’s copyrights granted in section 1 above in this Limited License section, but only under the terms and conditions of that license under Intel’s copyrights and not as a sale and subject to the following conditions and restrictions: 
(1) Licensee may only distribute the Software under an agreement having terms and conditions at least as restrictive as those contained in Intel’s End User Software License Agreement attached as Exhibit A, and only for use in or with Intel-based Devices; and
(2) the license under the Licensed Patent Claims does not and will not apply to any modifications to, or derivative works of, the Software, whether made by or on behalf of Licensee, any of Licensee’s customers (which, for all purposes under this Agreement, will mean either a customer or a distributor), or any other third party even if the modifications and derivative works are permitted under section (1)(A) above. 

LICENSE LIMITATIONS.
1. All right, title, and interest in and to the Software and Documentation are and will remain the exclusive property of Intel and its suppliers, as applicable. Unless expressly permitted under the Limited License section above, Licensee will not, and will not allow any third party to:
(A) use, copy, or distribute the Software or Documentation; 
(B) modify, adapt, enhance, disassemble, decompile, reverse engineer, change, or create derivative works from the Software; or 
(C) use or make the Software available for the use or benefit of third parties. 
2. The consideration under this Agreement is only for the licenses that Intel expressly grants to Licensee under the Limited License section above. Any other rights, including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires Intel to grant any additional license. Licensee acknowledges that an essential basis of the bargain in this Agreement is that Intel grants Licensee no licenses or other rights, including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark, or other intellectual property licenses or rights, with respect to the Software and Documentation, by implication, estoppel, or otherwise, except for the licenses expressly granted above. Specifically, except for the licenses that Intel expressly grants under the Limited License section above, Intel grants no licenses or other rights, expressly or by implication, estoppel, or otherwise, to: 
(A) make, use, sell, offer for sale, or import modifications or derivative works of the Software; 
(B) sell or offer to sell the Software; 
(C) combine the Software or modified versions or derivative works of the Software with other items or to use any such combination; or
(D) any claims of any patents, patent applications, or other patent rights of Intel other than the Licensed Patent Claims. 
3. Licensee acknowledges that there are significant uses of the Software in its original, unmodified, and uncombined form. The consideration for the licenses in this Agreement reflects Intel’s continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Software that Licensee or third parties make that infringe any Intel patent claim. 
4. Except as expressly permitted under the Limited License section above or this section 4, Licensee will not allow the Software or Documentation to be accessed or used by third parties. Licensee’s authorized consultants and subcontractors may access the Software and Documentation where the access is necessary to their performing services on Licensee’s behalf consistent with the licenses granted to Licensee under this Agreement, but only if Licensee first requires those consultants and subcontractors to sign written agreements obligating them to observe the same restrictions concerning the Software and Documentation as are contained in this Agreement. Licensee remains fully liable to Intel for the actions and inactions of those consultants and subcontractors.

LICENSE TO FEEDBACK AND MODIFICATIONS. To ensure Intel’s freedom to operate and to continue to develop the Software and Documentation, Licensee agrees to grant and does hereby grant to Intel and its affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and transferable license, with the right to sublicense, under all of Licensee’s intellectual property rights, whether perfected or not, to incorporate or otherwise use: (1) any comments, suggestions, descriptions, opinions, ideas, errata or any other feedback, however provided and however designated, whether oral or written, whether marked or labeled, concerning the Software or Documentation that Licensee, or a third party on behalf of Licensee, provides to Intel; and (2) to any derivative works created from or otherwise including the Software or Documentation.

OPEN SOURCE STATEMENT. The Software may include Open Source Software that is licensed pursuant to the applicable Open Source Software license agreements identified in the Open Source Software comments in the applicable Source Code files or file headers provided with or otherwise associated with the Software. Additional details may be provided (where applicable) in the accompanying online documentation, or within the user interface of the device, if any. With respect to Open Source Software, nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable Open Source Software license agreement. Neither Licensee nor any OEM, ODM, customer, or distributor may subject the Software or Documentation, in whole or in part, to any license obligations associated with Open Source Software including combining or distributing the Software or Documentation with Open Source Software in a manner that subjects Intel or any portion of the Software to any license obligations of the Open Source Software.


RIGHT OF INSPECTION. At any time during the term of this Agreement, Intel has the right, by giving Licensee reasonable notice, to have an independent auditor inspect Licensee’s relevant records to verify Licensee’s compliance with the terms and conditions of this Agreement. If the inspection reveals any material non-compliance with the terms of this Agreement, in addition to Intel’s other rights and remedies, Intel has the right to terminate this Agreement and all licenses granted under this Agreement.

CONFIDENTIALITY. Except as expressly permitted in, and subject to Licensee’s compliance with, the License Limitations section above with respect to Licensee’s authorized consultants and subcontractors, Licensee may not disclose the terms of this Agreement. Licensee may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent. Licensee does not have any right to use any Intel trademarks or logos under this Agreement.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to the Software and Documentation, including all copies, remains with Intel or its suppliers, as applicable. The Software and Documentation is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove any copyright notices from the Software or Documentation.

SUPPORT. Intel may make changes to the Software, or to items referenced in the Software, at any time without notice, but is not obligated to support, update, or provide training for the Software. Intel may in its sole discretion offer those services under separate terms at Intel’s then-current rates. Licensee may request additional information on Intel’s service offerings from an Intel sales representative. Licensee agrees to be solely responsible to Licensee’s End Users for any update or support obligation or other liability that may arise from the distribution of the Software.

EXCLUSION OF WARRANTIES. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING 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 contained within the Software or Documentation. 

LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. LICENSEE IS RESPONSIBLE FOR BACKING UP DATA ON ITS SYSTEM BEFORE INSTALLING THE SOFTWARE AND AT REGULAR INTERVALS DURING ITS USE. 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 LICENSEE. LICENSEE MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE SOFTWARE IS NOT AUTHORIZED, 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 SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. LICENSEE WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS AGAINST ALL CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), ARISING, DIRECTLY OR INDIRECTLY, OUT OF, OR RELATED TO, THE UNAUTHORIZED USE OR DISTRIBUTION OF THE SOFTWARE AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY, OR DEATH ASSOCIATED WITH ANY UNAUTHORIZED OR UNINTENDED USE, EVEN IF THE CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE OR SUPPLIER WAS NEGLIGENT IN THE DESIGN OR MANUFACTURE OF THE SOFTWARE. THE LIMITED REMEDIES, WARRANTY DISCLAIMER, AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND LICENSEE, AND INTEL WOULD NOT BE ABLE OR WILLING TO PROVIDE THE SOFTWARE WITHOUT THESE LIMITATIONS.

TERMINATION. This Agreement may be terminated as follows: (1) Intel may terminate this Agreement (A) immediately on notice if Licensee violates any terms or conditions of this Agreement; or (B) 30 days after Intel provides a notice of termination. Intel may provide notice by posting on the Download Site, or by email to the address that Licensee provided to Intel at the time Licensee downloaded the Software or to a different email address designated by Licensee in a written notice that Intel actually received; and (2) Licensee may terminate this Agreement by ceasing use of the Software and Documentation. On any termination, Licensee must immediately destroy the Software and Documentation (including, if requested by Intel, providing certification of the destruction to Intel). If either party terminates this Agreement, all licenses granted to Licensee under this Agreement will immediately terminate.

GOVERNING LAW; JURISDICTION. 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, and 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. Intel and Licensee 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. Licensee agrees that Intel will be entitled to injunctive relief from any court with jurisdiction (not only Delaware courts) if Licensee breaches this Agreement and that injunctive relief is in addition to all remedies available to Intel at law, in equity, and under this Agreement.

EXPORT REGULATIONS/EXPORT CONTROL. Licensee 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 (“Export”) of the Software, Documentation, and all related materials provided by Intel. In particular but without limitation, Licensee must not, without first obtaining all authorizations required by the United States and all applicable laws and regulations, Export any Software or Documentation (A) to any prohibited or restricted entity or a country subject to sanctions without first obtaining a license or authorization; and (B) 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 governments. Upon request by Intel, Licensor agrees to provide export classifications for all Software and technical data. If Intel receives notice that Licensee is or will become identified as a sanctioned or restricted party under applicable regulations, then Intel will not be obligated to perform any of its obligations under this Agreement if performance would result in violation of the sanctions or restrictions. Licensee represents and warrants that it is not located in any country subject to U.S. sanctions, and is not an entity listed on a denial order published by the United States government or any other relevant government.

U.S. GOVERNMENT CONTRACT PROVISIONS. This Agreement is for Licensee’s temporary license of Software. No Government procurement regulation or contract clauses or provisions will be considered a part of any transaction between Licensee and Intel under this Agreement unless its inclusion is required by statute, or mutually agreed upon in writing by Licensee and Intel in connection with a specific transaction. The technical data and computer software covered by this license is a “Commercial Item,” as that 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 under the terms and conditions in this Agreement. 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 U.S. Government Contract Provisions 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 in this Agreement. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

ASSIGNMENT. Licensee may not delegate, assign, or transfer this Agreement, the license(s) granted in this Agreement, or any of Licensee’s other rights or duties under this Agreement, whether by contract, operation of law, acquisition, merger, consolidation, sale of all or substantially all of Licensee’s outstanding shares or assets, other changes in control, or any other event, and any attempt to do so will be a material breach of this Agreement and will be null and void. Intel may assign, delegate, and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion. 

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, understandings, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement has no effect on any signed non-disclosure agreements between the parties, which remain in full force and effect as separate agreements according to their terms. The provisions of this Agreement will prevail notwithstanding any different conflicting or additional provisions that may appear on any purchase order, acknowledgment, invoice, or other writing issued by either party in connection with this Agreement. 

RELATIONSHIP OF THE PARTIES – NO AGENCY. Nothing contained in this Agreement will be construed as creating any agency, employment relationship, partnership, principal-agent relationship, or other form of joint enterprise between the parties. 

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 or part 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.

AMENDMENTS; WAIVER. No modification or amendment to this Agreement will be effective unless in writing and approved by an authorized representative of Intel in a written document specifically stating that the Agreement is modified or amended. A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. No waiver of any provision of this Agreement will be valid unless in writing, specifying the provision to be waived, and signed by the party agreeing to the waiver.

LANGUAGE. This Agreement is in the English language only, which language will be controlling in all respects, and all versions of this Agreement in any other language will be for accommodation only and will not be binding on Licensee or Intel. All communications and notices made or given pursuant to this Agreement, and all documentation and support to be provided, unless otherwise noted, will be in the English language.

Version 12/03/2015

EXHIBIT A
INTEL END USER SOFTWARE LICENSE AGREEMENT

INTEL END-USER SOFTWARE LICENSE AGREEMENT (Final, Site License)

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING
Do not use, install or load this software and any associated documentation and other materials (collectively, the “Software”) until you have carefully read the following terms and conditions. By loading, installing or using the Software, you and Intel Corporation or its relevant subsidiary in your territory (“Intel”) agree to the terms of this Agreement. If you do not agree, do not use, install or load the Software.

LICENSE.
This Software is licensed for use only in conjunction with Intel component products. Use of the Software not in conjunction with Intel component products is not licensed hereunder. You may copy the Software (including its associated documentation) onto your organization's computers for your organization's internal use, and you may make a reasonable number of back-up copies of the Software, subject to these conditions:
•	You may not copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software. 
•	You may not reverse engineer, decompile, or disassemble the Software. 
•	You may not sublicense the Software. 
•	The Software may include portions offered on terms in addition to those set out here, as set forth in a license accompanying those portions. 

OWNERSHIP OF SOFTWARE AND COPYRIGHTS.
Title to all copies of the Software remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights. 

SUPPORT SERVICES.
Intel will not provide any technical support for the Software (“Support Services”) pursuant to this Agreement. If you wish to receive any Support Services, you will need to enter into a separate, additional agreement with Intel. Intel may, however, provide you access to certain free self-help resources relating to the Software hereunder, in Intel’s sole discretion.

LIMITED MEDIA WARRANTY.
If the Software has been delivered by Intel on physical media, Intel warrants the media to be free from material physical defects for a period of ninety (90) days after delivery by Intel. If such a defect is found, return the media to Intel for replacement or alternate delivery of the Software as Intel may select. 

EXCLUSION OF OTHER WARRANTIES.
EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, 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 contained within the Software or associated documentation.
 
LIMITATION OF LIABILITY.
IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, 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 NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 

TERMINATION OF THIS AGREEMENT.
Intel may terminate this Agreement at any time if you violate its terms, and either party may also terminate this Agreement for any legally permissible reason on thirty (30) days’ notice. Upon termination, you will immediately destroy the Software or return all copies of the Software to Intel, and all provisions of this Agreement, which by their nature and relevant circumstances reasonably should survive termination, shall so survive (including, without limitation, the “Limitation of Liability,” “Applicable Laws” and license restrictions portions of the Agreement). 

APPLICABLE LAWS; EXPORT COMPLIANCE; ENTIRE AGREEMENT; MODIFICATION.
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.  Intel and you hereby agree to jurisdiction and venue in the courts of the State of Delaware or federal courts located in Delaware for all disputes and litigation arising under or relating to this Agreement, and this Agreement shall be considered to have been signed in the United States by Intel and you. Intel and you agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement.  This provision is meant to comply with 6 Del. C. Section 2708(a).  You may not export the Software in violation of applicable export laws and regulations. This is our entire agreement regarding this subject matter and supersedes any previous agreements regarding this subject matter. Intel will not be obligated under any amendments, modifications or other agreements regarding this subject matter unless they are in writing and signed by an authorized representative of Intel. 

GOVERNMENT RESTRICTED RIGHTS.
The Software is 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 their successors. Use of the Software by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA, USA 95052. 


