License Agreement

Intel Software License Agreement

Rev 23 February 2016

The following terms are provided for Intel Product as defined below. If You (also referred to herein as “Customer”) have received any other product You must contact Intel immediately and return such product and all software to Intel within thirty (30) days.

The right to install and use the Intel Product is only granted on the condition that You agree to the following terms. If You do not agree to the terms stated herein, then Intel and its licensors are unwilling to license the Intel Product to You, in which case You must return the Intel Product to Intel within thirty (30) days.

If You have signed an executed agreement for the Intel Product that You received, the terms of such executed agreement will solely govern Your use of the Intel Product. Otherwise the terms of the Intel Software License Agreement will apply to Your use of the Software (as defined below) and the development tools that are provided with the Intel Product.

THE SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED USE, REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

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1. Definitions.

   “Combined Offering” means an item, device or system developed by or for Customer on an Intel Platform and which does not contain any Software development functionality and contains the Software or any portion thereof, to be marketed by Customer solely in that bundled, integrated or combined form.

   “Customer” means the company that You are authorized to represent. Note: References to “You”, “Your”, “Yours”, etc., refer to Customer.

   “Distributor” means any direct or indirect Intel distributors, resellers or other business partners that distribute the Intel Platform.

   “Documentation” means explanatory materials in printed, electronic, or online form accompanying the Software in English and other languages, if available.

   “End User” means an individual or entity that has a license to Software as part of a Combined Offering for its internal business purposes or personal use, pursuant to the EULA and not for further distribution.

   "End User License Agreement" or “EULA,” means a written license agreement in a commercially reasonable form containing the same or substantially similar terms as in the End User License Agreement attached as Exhibit A, pursuant to which Customer may sublicense to End Users the Software as inseparably embedded with the Intel Platform and incorporated into a Combined Offering.

   “GNU Licenses” mean the GNU General Public License, the GNU Lesser General Public License, and other substantially similar open source licenses that preclude the imposition of further restrictions on copying, modifying or redistributing materials subject to their terms.

   “Intel” means Intel Corporation.

   “Intel Licensors” means the licensor or licensors of the Software, as applicable, including McAfee, Inc., Wind River Systems, Inc., and/or any other licensors of Software.

   “Intel Marks” means the trademarks, logos and trade names under which Intel markets the Software.

   “Intel Platform” means a hardware product(s) which contains an Intel-architecture based CPU.

   “Licensed Patent Claims” means the claims of Intel's patents that are necessarily and directly infringed by the reproduction of the Software that is authorized under Section 2 of this Agreement when that Software is in its unmodified form as delivered by Intel to You and not modified, or combined with anything else. Licensed Patent Claims are only those claims which Intel can license without paying, or getting the consent of, a third party.

   “McAfee” means McAfee, Inc., a Delaware corporation, with offices located at 2821 Mission College Blvd., Santa Clara, California, 95054, USA; McAfee Ireland Limited, with offices located at Building 2000, City Gate, Mahon, Cork, Ireland; and/or McAfee Co., Ltd., with offices located at Shibuya Mark City West Building 12-1, Dogenzaka 1-Chrome, Shibuya-ku, Tokyo 150-0043, Japan, depending where the Software is delivered.

   “Modifications” mean, without limitation: (a) all adaptations, modifications, improvements, enhancements, revisions or interface elements created from the Software, and (b) any “derivative” work of the Software as defined in U.S. Copyright Law, 17 U.S.C. §101 et seq.

   “Object Code” means computer-programming code in a form not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.

   “Operating System” means the Source and/or Object Code that is part of the Operating System product families or other operating systems software that may be provided to Customer under this Agreement.

   “Software” means the computer code and accompanying documentation, including patches, any updates or upgrades, in the form provided by Intel under this Agreement, and (b) all Modifications thereto made by or on behalf of Customer in accordance with this Agreement. “Software” includes without limitation applications, the Operating System, Source Code or any combination of these, and excludes any Source Code to the extent such Source Code is subject to any of the GNU Licenses.

   “Source Code” means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation.

   “Wind River” means Wind River Systems, Inc., located at 500 Wind River Way, Alameda, CA 94501.

2. License Grant.

   1. Software License. Subject to the terms and conditions set forth in this Agreement, Intel grants Customer under its copyright and trade secrets a perpetual, non-exclusive, royalty-bearing, non-transferable, non-sublicensable limited right to (i) internally display, test, perform and reproduce the Software, (ii) physically install the Software on an Intel Platform solely for the purpose of bundling, integrating or combining the Software to develop a Combined Offering; (iii) demonstrate the Software in a Combined Form in accordance with Documentation and the terms and conditions of this Agreement; (iii) to reproduce the Software for archive purposes, consistent with Customer’s standard archive procedures.
   2. Licensed Patent Claims. Subject to the terms and conditions set forth in this Agreement, Intel grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license under Intel’s Licensed Patent Claims to ((i) internally display, test, perform and reproduce the Software, (ii) physically install the Software on an Intel Platform solely for the purpose of bundling, integrating or combining the Software to develop a Combined Offering; (iii) demonstrate the Software in a Combined Form in accordance with Documentation and the terms and conditions of this Agreement; (iii) to reproduce the Software for archive purposes, consistent with Customer’s standard archive procedures.
   3. Production License. Subject to the terms and conditions set forth in this Agreement, Intel grants Customer under its copyrights and trade secrets a perpetual, non-exclusive, royalty bearing, non-transferable, limited right to distribute directly or indirectly, market, and reproduce the Software solely as inseparably embedded in a Combined Offering to End Users, subject to an End User License Agreement.

3. License Restrictions.

   1. General. Customer's rights set forth above will be limited to the right to copy and distribute the Software: (1) for Customer’s internal business use, and (2) to distribute the Software only when inseparably embedded in and marketed together as a Combined Offering in a single unit and subject to an End User License Agreement. Customer will not distribute the Software or any portion thereof on a standalone basis. Except as expressly permitted in this Agreement, Customer has no rights to receive any Source Code of any Software except to the extent provided by Intel in Intel’s sole discretion. Except as expressly permitted in this Agreement, Customer will not copy the Software or any related Documentation in whole or in part; and will not alter, modify, enhance, adapt, create derivative works of the Software. Customer will not, nor will it allow a third party to decompile, reverse engineer, disassemble or otherwise attempt to learn the design, structure, algorithms, ideas or Source Code of the Software or products delivered by Intel; or rent, lease or otherwise provide temporary access to the Software. Customer will not sublicense any of the rights granted to Customer in Section 2. Customer will not alter or remove any of Intel’s or Intel Licensors’ copyright or proprietary rights notices or legends appearing on or in the Software. Customer will reproduce such notices on any copies of the Software Customer is permitted to make. All right, title and interest in and to the Software and Documentation are and will remain the exclusive property of Intel and its Licensors. An essential basis of the bargain in this Agreement is that no licenses or other rights, including but not limited to patent and copyright licenses or rights, are granted to Customer by implication, estoppel or otherwise, except for the licenses expressly granted in Section 2. Specifically, except for the licenses expressly granted in Section 2, no licenses or other rights are granted by Intel or its Licensors, expressly or by implication, estoppel or otherwise: (1) to make, use, sell, offer for sale, or import modifications of the Software or Documentation; (2) to sell or offer to sell the Software or Documentation; (3) to combine the Software or modified versions of the Software with other items or to use any such combination, or (4) to any claims of any patents, patent applications, or other patent rights of Intel or its Licensors other than the Licensed Patent Claims. The consideration provided under this Agreement is only for the licenses expressly granted to Customer in Section 2. Any other rights, including but not limited to additional patent rights, would require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any such additional license. Although Customer will set the price of a Combined Offering in its sole discretion, the Software may not be advertised or offered for a price separate from the price offered for the Combined Offering. Customer may not distribute the Combined Offering by electronic distribution. Customer will not alter or remove any of Intel’s or Intel Licensors’ copyright or proprietary rights notices or legends appearing on or in the Software. Customer will reproduce such notices on any copies of the Software Customer is permitted to make. There are no implied patent licenses or other licenses under this Agreement, and any rights not expressly granted to Customer hereunder are reserved by Intel. Intel and Intel Licensors retain full title to Software and all copies thereof.
   2. End User License Agreement. Customer will inform all End Users of the restrictions set forth in this Agreement with respect to use of the Software. Customer will require End Users of the Combined Offering to execute the End User License Agreement (attached as Exhibit A). Depending on the nature of the Combined Offering, execution by the End User may be achieved through manually or electronically signed, “shrink wrap” or “click-through” forms.
   3. Customer Responsibilities. Customer will be solely responsible for the integration of the Software into the Combined Offering. Customer will be solely responsible to deliver the Combined Offering to End Users, and for installing or enabling the Combined Offering to run on or interoperate with End User’s equipment. Customer will, at its sole cost make exact copies of the Software, unless otherwise agreed to in writing by Intel.
4. Third Party Software. Elements of the Software may contain or be derived from materials of third party licensors (“Third Party Software”). In addition to or in lieu of this Agreement, such Third Party Software may be subject to additional terms, which terms are set forth in the Software and/or the Third Party Notice file that accompanies the Software. Such terms may include, but are not limited to, the Eclipse Public License, the Academic Free License, the Apache Software License, the Artistic License, the BSD License, the Mozilla Public License and/or the Python License “Free” or “Open Source” Software, to include programs and code that are licensed under a GNU license, are specifically excluded from all obligations, including without limitation indemnities, licenses, warranty and support obligations described elsewhere in this Agreement. Unless expressly permitted elsewhere in this Agreement, Customer may not use, combine or distribute any portion of the software that is not already subject to an OSS license in any manner that would cause the Software, or any portion of the Software, to become subject to the terms of any open source license.
5. Authorized Subcontractor. Subject to Customer’s compliance with the notice and consent provisions of this Section 5, Intel grants Customer the right to authorize a subcontractor (“Authorized Subcontractor”) to use the Software solely in Object Code form for purposes of development of the Combined Offering and/or to manufacture the Combined Offering for Customer (the “Purpose”). Authorized Subcontractor will acquire no rights in the Software other than those expressly provided in this Section 5. Customer and Authorized Subcontractor will have a written agreement governing Authorized Subcontractor’s use of the Software, on terms at least as protective of the Software as the terms of this Agreement, including: (a) requiring the Authorized Subcontractor to use the Software solely for the Purpose; (b) to treat the Software as Confidential Information pursuant to the terms of Section 15 and (c) assign any and all rights in and to the Software and Modifications to Intel and its licensors.. Any breach by Authorized Subcontractor of its obligations under such agreement will also constitute a breach by Customer of this Agreement. Intel and its licensors will be specified as a third party beneficiary of the agreement between Authorized Subcontractor and Customer. Customer is fully responsible of the acts and omissions of its subcontractors.
6. Ownership. Intel and Intel’s Licensors retain its entire right, title and interest in and to all trade secret, patent, copyright, trademark, and other intellectual property rights and to the Software and all Confidential Information (as defined below) of Intel and Intel’s Licensors contained in or related to the Software, marketing materials, training materials and other Confidential Information provided by Intel. Customer has no ownership rights in and to trade secret, patent, copyright, trademark, or other intellectual property rights or to any Confidential Information of Intel or Intel’s Licensors contained in or related to the Software, Intel marketing materials, Intel training materials and other Confidential Information provided by Intel. All rights not expressly granted to Customer in this Agreement are expressly reserved for Intel and Intel’s licensors.
7. Trademark Rights. Customer is not permitted to use the Intel Marks in connection with distributing the Software in accordance with this Agreement. The Intel Marks are the property of Intel. Customer will not attempt to register or register any Intel trademarks, trade names or logos, or any marks likely to cause confusion. Intel will have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings based on the Intel trademark.
8. Warranty Disclaimer. INTEL AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE SOFTWARE OR ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTEL, ITS LICENSORS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. INTEL DOES NOT WARRANT THAT THE QUALITY OR PERFORMANCE OF THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT CUSTOMER WILL BE ABLE TO ACHIEVE ANY PARTICULAR RESULTS FROM USE OR MODIFICATION OF THE SOFTWARE OR THAT THE SOFTWARE WILL OPERATE FREE FROM ERROR. INTEL MAKES NO WARRANTY WITH RESPECT TO ANY MALFUNCTIONS OR OTHER ERRORS IN ITS HARDWARE OR SOFTWARE PRODUCTS CAUSED BY VIRUS, INFECTION, WORM OR SIMILAR MALICIOUS CODE NOT DEVELOPED BY INTEL OR ITS LICENSORS. INTEL MAKES NO WARRANTY THAT ANY HARDWARE OR SOFTWARE PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE SECURITY THREATS, INCLUDING INTENTIONAL MISCONDUCT BY THIRD PARTIES. INTEL IS NOT LIABLE FOR ANY DOWNTIME OR SERVICE INTERRUPTION, FOR ANY LOST OR STOLEN DATA OR SYSTEMS, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO ANY SUCH ACTIONS OR INTRUSIONS. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS OR WHERE IT IS REASONABLY FORESEEABLE THAT FAILURE WOULD LEAD TO DEATH, BODILY INJURY, OR CATASTROPHIC PROPERTY DAMAGE. Some jurisdictions do not allow the limitation or exclusion of implied warranties or how long an implied warranty may last, so the above limitations may not apply to Customer. This warranty gives Customer specific legal rights and Customer may have other rights that vary from jurisdiction to jurisdiction.
9. Limitation of Remedies and Damages. REGARDLESS OF WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT OR OTHERWISE, IN NO EVENT SHALL INTEL OR ITS LICENSORS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THAT PORTION OF THE FEES PAID OR PAYABLE BY YOU FOR THE INTEL PRODUCT THAT ARE DIRECTLY ATTRIBUTABLE TO THE VALUE OF THE AFFECTED SOFTWARE, AS DETERMINED BY INTEL IN ITS REASONABLE DISCRETION. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL INTEL OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST OR STOLEN DATA OR SYSTEMS, WORK STOPPAGE, DOWNTIME, SERVICE INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OF LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MANY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
10. Termination.
    1. Intel Termination Rights. Intel may terminate this Agreement immediately for cause and upon written notice if Customer engages in any unlawful business practice or in any manner breaches this Agreement. Intel may elect to terminate this Agreement for any reason within thirty (30) days after written notice thereof.
    2. Effect of Termination. Customer’s right to distribute Software integrated into a Combined Offering will immediately terminate. Licenses to the Combined Offering that have been granted to End Users as authorized hereunder will survive expiration or termination of this Agreement. If the Customer’s license granted under this Agreement is terminated for any reason, Customer will (i) cease using and distributing the Combined Offering and offering Combined Offering to potential customers; and (ii) certify to Intel within one month after termination of this Agreement, that Customer has destroyed or has returned to Intel the Software and all copies of the Software in its possession, except copies of the Software that Customer may retain solely for the purpose of supporting the End User’s licenses consistent with the terms of this Agreement
11. Confidentiality. Information which one party discloses to the other pursuant to this Agreement (marked or identified as “Confidential”) shall be deemed confidential. The receiving party agrees to take all proper steps to keep confidential all such information and would not divulge the same to any third party. Notwithstanding the termination of this MOU the obligations under this clause 5.1(a) shall be valid for a period of three (3) years from the Effective Date April 21st, 2008 of this MOU. (b) The receiving party would not be liable for the disclosure of any Confidential Information which is: (i) Lawfully in the public domain other than by a breach of a duty to the disclosing party; or (ii) Lawfully received from a third party without any obligation of confidentiality; or (iii) Lawfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; or (iv) Independently developed by employees of the receiving party; or (v) Generally made available to third parties by the disclosing party without restriction on disclosure; or (vi) Is required to be disclosed pursuant to an order of court or any other regulatory body, provided that the receiving party’s gives prompt written notice thereof to the disclosing party.
12. Support. Intel may make changes to the Software, or to items referenced therein, 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 such 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. You agrees to be solely responsible to Your End Users for any update or support obligation or other liability which may arise from the distribution of the Software.
13. Applicable Laws. All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance, shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. All disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance, shall be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting therein. Each party hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
14. Automatic Collection. You acknowledge and agree that the Software may contain functionality to collect information regarding network, licenses used, operating system types, versions, deployment, database size, threats, vulnerabilities, etc.) and submit such consolidated information to Intel and its licensors.
15. Export Regulations/Export Control. You shall not export, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency or department of the United States Government. In the event any product is exported from the United States or re-exported from a foreign destination by You, You shall ensure that the distribution and export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. You agrees that neither You nor any You subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval.
16. Governing Law. Any claim arising under or relating to this Agreement will be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. Each party hereby agrees to jurisdiction and venue in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement.
17. Named Third Party Beneficiaries. Intel, McAfee, Wind River, and any other Intel Licensors are named third party beneficiaries under this Agreement in relation to their portion of the Software. The provisions of the Agreement are made expressly for the benefit of, and are enforceable by, Intel, McAfee, Wind River and their licensors.
18. Independent Contractor. The relationship between Intel and Customer will be that of independent contractors. Nothing in this Agreement will be construed to create a partnership, franchise, joint venture or agency relationship and neither party will have the right to incur (and will not attempt to incur) any obligation or liability on behalf of the other party.
19. Miscellaneous. Any terms of this Agreement which by their nature should survive the termination of this Agreement will survive such termination including but not limited to Sections 6,7, 8, 9, 10, 12, 15, 16, 17, 18, 19, 20 and 21. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties, and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. If You issue an order or other legal document to a Distributor or to Intel and the terms and conditions of the order conflict with the terms and conditions of this Agreement, then the terms and conditions specified in this Agreement will control. Customer may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of Intel and Intel Licensors, and any attempted assignment by Customer in violation of this section is void. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Intel. No provision hereof will be deemed waived unless such waiver will be in writing and signed by Intel. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. All notices, requests, demands, and determinations for Intel under this Agreement (other than routine operational communications) will be sent to Intel Legal Department, 2200 Mission College Blvd., Santa Clara, CA 95052-8119.
20. Notice to United States Government End Users. The Software and accompanying Documentation are deemed to be a “commercial item” as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Last revised February 23, 2016

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EXHIBIT A

THIS END USER LICENSE AGREEMENT (“EULA”) APPLIES TO USE OF THE SOFTWARE THAT WAS INCLUDED WITH THE INTEL PLATFORM THAT IS EMBEDDED IN THE APPLIANCE THAT YOU HAVE PURCHASED. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE; AND PROMPTLY RETURN THE APPLIANCE INCLUDING THE SOFTWARE AND THE PLATFORM AND ALL OTHER ITEMS, TOGETHER WITH VERIFICATION OF PURCHASE TO THE AUTHORIZED PARTNER FROM WHOM YOU ACQUIRED THEM.

1. Definitions.

   “Appliance” means the equipment purchased by You from an Authorized Partner in which is embedded, integrated, or combined inseparably the Intel Platform with the Software.

   “Authorized Partner” means any of direct or indirect distributors, resellers or other business partners of Intel that distribute the Appliance.

   “End User” means the legal entity or individual that has purchased the Appliance and that may use the Software as part of the Appliance for its business purposes or personal use.

   “Documentation” means explanatory materials in printed, electronic, or online form accompanying the Software in English and other languages, if available.

   “Intel” means Intel Corporation.

   “McAfee” means, McAfee, Inc., a Delaware corporation, with offices located at 2821 Mission College Blvd., Santa Clara, California 95054, USA; McAfee Ireland Limited, with offices located at Building 2000, City Gate, Mahon, Cork, Ireland; and/or McAfee Co., Ltd., with offices located at Shibuya Mark City West Building 12-1, Dogenzaka 1-Chrome, Shibuya-ku, Tokyo 150-0043, Japan, depending where the Software is delivered.

   “Intel Platform” means the Intel hardware that has been embedded, integrated, or combined with the Software and other products by an Authorized Partner and marketed as the Appliance.

   “Software” means each software program in binary form only that is licensed by Intel or its licensors, which is embedded, integrated, or combined with the Intel Platform inseparably in the Appliance purchased from an Authorized Partner. “Software” excludes any computer programming code to the extent such code is subject to any of the GNU General Public License, the GNU Lesser General Public License, and other substantially similar open source licenses that preclude the imposition of further restrictions on copying, modifying or redistributing materials subject to their terms.

   “Subsidiary” refers to any entity controlled by You through greater than fifty percent (50%) ownership of the voting securities.

   “Wind River” means Wind River Systems, Inc.

2. License Grant and Restrictions.
   Subject to the terms and conditions of this agreement, as applicable, Intel and its licensors hereby grants to You as an End User the non-exclusive, non-transferable right under their copyrights and trade secrets to use, access, install, download, and display, the Software with the Intel Platform embedded, integrated, or combined inseparably in the Appliance solely for Your own business operations. You acknowledge that the Software and all related information are proprietary to Intel and its licensors. The Software may only be used as embedded on the Intel Platform with which it was shipped as part of the Appliance in which the Intel Platform is integrated. You may not use the Software in part or whole apart from the Intel Platform or the Appliance. The license will be perpetual for use with the Intel Platform with which it was shipped only. You may copy the Software as reasonably necessary for backup, archival or disaster recovery purposes, consistent with Your established procedures. You may permit use of the Software in accordance with the terms of this agreement by a Subsidiary only for so long as such entity remains Your Subsidiary. You will be responsible and fully liable for each Subsidiary’s compliance with or breach of the terms of this agreement.
   You may not, nor allow any third party to: (i) decompile, disassemble, or reverse engineer the Software, except to the extent expressly permitted by applicable law, without Intel or its licensors’ prior written consent; (ii) remove any product identification or proprietary rights notices of the Software or Documentation; (iii) lease, lend, or use the Software for timesharing or service bureau purposes; (iv) modify or create derivative works of the Software, (v) except with Intel or its licensors’ prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (vi) otherwise use or copy the Software except as expressly provided herein.
   If You distribute the Appliance (whether alone or in combination with other products or services) to a subsequent end user, You must require such subsequent end user to execute this same End User License Agreement or an end user license agreement with the same restrictions at least as protective of Intel and its licensors as this End User License Agreement. You may achieve execution by the subsequent end user manually or by electronically signed, “shrink-wrap” or “click-through” forms.
   In the event that You purchase support services or a service subscription, or to the extent support services included with the Appliance, for the portion of the Software licensed by Intel’s licensor McAfee, the license rights granted in this Section II shall apply to any Updates or Upgrades as defined here: “Updates” are related to content and include without limitation all DATs, signature sets, policy updates, database updates for the McAfee Software which are made generally available to the customer base of McAfee as a part of purchased support services and which are not separately priced or marketed by McAfee. “Upgrades” means any and all improvements in the McAfee Software which are made generally available by McAfee to its customer base as a part of purchased support services and which are not separately priced or marketed by McAfee.
3. Managing Party.
   If You enter into a contract with a third party in which the third party manages Your information technology resources including the Appliance (“Managing Party”), You may transfer all Your rights to use the Software in connection with the Intel Platform and the Appliance under this agreement to such Managing Party, provided that (a) the Managing Party only uses the Software, Intel Platform and Appliance together for Your internal operations and not for the benefit of another third party or the Managing Party; (b) the Managing Party agrees to comply with the terms and conditions of this agreement, and (c) You provide Intel with written notice that a Managing Party will be using the Software on Your behalf.
4. Support.
   No support services are provided for the Software, unless separately purchased by you.
5. Warranty Disclaimer.
   THE SOFTWARE IS PROVIDED "AS IS" AND IS EXCLUSIVE OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. INTEL AND ITS LICENSORS MAKE NO WARRANTY OR GUARANTEE AS TO ITS USE OR PERFORMANCE. INTEL AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS, OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS, INTENTIONAL MISCONDUCT BY THIRD PARTIES, OR MALFUNCTIONS OR ERRORS CAUSED BY MALICIOUS CODE NOT INTRODUCTED OR DEVELOPED BY LICENSOR. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS OR WHERE IT IS REASONABLY FORESEEABLE THAT FAILURE WOULD LEAD TO DEATH, BODILY INJURY, OR CATASTROPHIC PROPERTY DAMAGE. IN THE EVENT THAT YOUR JURISDICATION DOES NOT ALLOW EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, AND EXPRESS OR IMPLIED WARRANTIES WILL BE LIMITED TO THE MINIMUM PERIOD AND SCOPE REQUIRED BY APPLICABLE LAW.
6. Limitation of Remedies and Damages
   UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL INTEL OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST OR STOLEN DATA OR SYSTEMS, WORK STOPPAGE, DOWNTIME, SERVICE INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, OR FOR ANY OTHER DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. Regardless of whether the claim for such damages is based in contract, tort and/or any other legal theory, in no event shall Intel or its licensor’s aggregate liability for direct damages exceed the lesser of that portion of the total fees paid or payable by You for the Appliance that are attributable to the value of the affected Software giving rise to the claim, as determined by Intel in its reasonable discretion, or $50.00 USD. THE LIMITATION OF LIABILITY IN THIS SECTION IS A FUNDAMENTAL ELEMENT OF THE LICENSE(S) GRANTED UNDER THIS AGREEMENT AND IS BASED ON THE FACT THAT END USERS USE THE APPLIANCE FOR DIFFERENT PURPOSES. THEREFORE, ONLY YOU CAN IMPLEMENT BACK- UP PLANS AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IN THE EVENT AN ERROR IN THE SOFTWARE CAUSES APPLIANCE PROBLEMS AND RELATED LOSSES. FOR THESE BUSINESS REASONS YOU AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THE FEE CHARGED FOR THIS SOFTWARE WOULD BE HIGHER.
7. Termination.
   Without prejudice to Your payment obligations, You may terminate Your license at any time by de-installing the Software. Intel may terminate Your license in the event You materially breach the terms of this agreement and You fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination You will promptly return or destroy all copies of the Software and Documentation.
8. Open Source.
   “Free” or “Open Source” Software. The Software may include programs and code that are licensed under an Open Source Software (“OSS”) license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license, and are SPECIFICALLY EXCLUDED FROM ALL OBLIGATIONS, INCLUDING WITHOUT LIMITATION INDEMNITIES, LICENSES, LIMITED WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.
9. Export and Import Controls.
   You acknowledge that the Software, Documentation and all related technical information or materials is subject to export controls under the laws and regulations of the United States ("U.S.") and any other applicable Governments. You agree to comply with these laws and regulations governing export, re-export, import, transfer, distribution, and use of the Software, Documentation and all related technical information or materials. In particular, but without limitation, the Software, Documentation and all related technical information or materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person or entity listed on a denial order published by the U.S. Government or any other applicable Governments. By using the Software, Documentation and all related technical information or materials, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software, Documentation and all related technical information or materials for any purposes prohibited by the U.S. government or other applicable Governments law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. You confirm that the Software, Documentation and all related technical information or materials will not be re-exported or sold to a third party who is known or suspected to be involved in activities including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons. You agree that Software, Documentation and all related technical information or materials subject to control under defense laws and regulations (e.g., the International Traffic in Arms Regulations [ITAR]) must not be transferred to non-U.S. persons, whether located in the U.S. or abroad, without a Government license.
10. Governing Law.
    This agreement will be governed by and construed in accordance with the substantive laws in force in the State of Delaware. This agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted will not apply.
11. Named Third Party Beneficiaries.
    Intel licensors McAfee and Wind River are named third party beneficiaries under this agreement in relation to their portion of the Software. The provisions of the agreement are made expressly for the benefit of, and are enforceable by McAfee and Wind River.
12. Miscellaneous.
    Except for actions for nonpayment and breach of Intel or its licensors’ proprietary rights in the Software and Documentation, no action, regardless of form, arising out of this agreement may be brought by either party more than two (2) years after a party knew or should have known of the claim. Any terms of this agreement which by their nature should survive the termination of this agreement will survive such termination. This agreement, including all documents incorporated by reference, represents the entire agreement between the parties, and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. If You issue an order or other legal document to an Authorized Partner and the terms and conditions of the order conflict with the terms and conditions of this agreement, then the terms and conditions specified in this agreement will control. If any provision of this agreement is held invalid, the remainder of this agreement will continue in full force and effect.
13. Privacy.
    By entering into this agreement, You agree that Intel may collect, retain and use personally identifiable data, including Your name, address, e-mail address and payment details, and may share it with its Subsidiaries. Your personal information will be used primarily to provide services and product functionality to You either by Intel and its licensors, contractors or business partners. Intel and its Subsidiaries may also use Your personal information for additional communication with You about Intel’s products, subject to applicable laws. By entering into this agreement, You agree to the transfer of Your personal information to Intel’s offices worldwide for the purposes stated above.
14. Automatic Collection
    You acknowledge and agree that the Software may contain functionality to collect information regarding network, licenses used, operating system types, versions, deployment, database size, threats, vulnerabilities, etc.) and submit such consolidated information to Intel and its licensors.
15. Demonstration Mode
    You acknowledge that the device may begin operation in a demonstration mode where data collected may be visible to others and that demonstration mode should not be used to collect sensitive, confidential, or personal information. You further acknowledge that you must you must follow the Security Best Practices in the documentation section of the Developer Hub to secure this device and the data collected.
16. Notice to United States Government End Users. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government will be governed solely by the terms of this agreement and will be prohibited except to the extent expressly permitted by the terms of this agreement.

Last revised January 28, 2016

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