INTEL SOFTWARE LICENSE AGREEMENT 

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING. 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE ACCOMPANYING THIS AGREEMENT ("SOFTWARE") YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "YES" BUTTON AT THE END OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE ACCESSING THE SOFTWARE ELECTRONICALLY, SELECT THE "NO" BUTTON AT THE END OF THIS AGREEMENT.  IF YOU RECEIVED THE SOFTWARE ON A PHYSICAL MEDIA AND DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY RETURN THE PHYSICAL MEDIA UNOPENED AND GET A REFUND.  INTEL IS UNWILLING TO LICENSE THE SOFTWARE TO YOU IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  AS USED HEREIN, "YOU" MEANS THE INDIVIDUAL DOWNLOADING THE SOFTWARE AND HIS/HER EMPLOYER AND "INTEL" MEANS INTEL CORPORATION.

LICENSE.  Subject to the terms and conditions of this Agreement, Intel grants to You a non-exclusive, non-assignable, non-transferable, worldwide, fully-paid up copyright license to copy the Software and distribute a maximum of one (1) copy of the Software, solely in executable form, solely with each unit of Your products that incorporates the Intel hardware product for which Intel has written the Software ("Your Product").

DISTRIBUTION TERMS AND RESTRICTIONS.  Distribution of the Software is subject to the following conditions:  (i) You are solely responsible to Your direct or indirect customers, distributors, sub-distributors and end users for any warranty, update or support obligations or other liability which may arise from distribution of the Software hereunder, (ii) You shall not make any statement that Your Product is "certified," or that its performance is guaranteed, by Intel, (iii) You shall not use Intel's name or trademarks to market Your Product without written permission, (iv) You shall indemnify, hold harmless, and defend Intel (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Intel's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from distribution of the Software pursuant to this Agreement.

DISTRIBUTION TO END USERS.  Distribution to end users of the Software with Your Product by You or Your distributors and any sub-distributors, in addition to the other conditions set forth herein, is subject to the condition that each end user enters into a written agreement (i) that prohibits copying and distribution of the Software, and prohibits use of the Software except with Your Product and (ii) that includes terms that are at least as protective of Intel as the terms and conditions specified in this Agreement regarding: Reverse Engineering; Ownership and Copyrights; Disclaimer of Warranties; Limitation of Liability; Termination; Third Party Software; Government Restricted Rights; and Export Control.

DISTRIBUTION VIA YOUR DISTRIBUTORS.  You may authorize Your distributors and any subsequent sub-distributors to distribute the Software only with Your Product provided that any such distribution is in accordance with a written agreement entered into by any such distributor or sub-distributor that (a) includes terms and conditions at least as protective of Intel as the terms and conditions specified in Reverse Engineering; Ownership and Copyrights; Disclaimer of Warranties; Limitation of Liability; Termination; Third Party Software; Government Restricted Rights; and Export Control, and (b) complies with the terms specified in the section "Distribution to End Users" above.

REVERSE ENGINEERING.  You shall not, nor shall You permit any third party to, decompile, disassemble or reverse engineer the Software without the express written authorization of Intel. If the Software is located in the European Community, then, if You have requested interface information from Intel and Intel has refused to make such information available, You may engage in limited reverse engineering to the extent such reverse engineering is "indispensable in order to obtain the information necessary to achieve the interoperability with other independently created computer programs" (pursuant to Article VI of the European Community Computer Software Directive 91/205), provided that (a) these acts are performed by You and (b) these acts are confined to the parts of the Software, which are necessary to achieve interoperability. The provisions of this Section shall not permit the information obtained through its application (a) to be used for goals other than to achieve the interoperability with the independently created computer program, (b) to be given to others, except that interface information necessary for the interoperability with the independently created computer program or (c) to be used for the development, production or marketing of a computer program substantially similar in its expression or for any other act which infringes copyright.

OWNERSHIP AND COPYRIGHTS.  Title to all copies of the Software remains with Intel and/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.  This Agreement does not include any license to any updates or upgrades (including without limitation bug fixes, new releases, or added functionality) which Intel may make to the Software.  Intel is not obligated to support, update or upgrade the Software.  Except as otherwise expressly provided herein, Intel grants no express or implied right or license under Intel's patents, copyrights, trademarks, trade secrets or other intellectual property rights. 

THIRD PARTY SOFTWARE. Third party software (e.g. - drivers, utilities, operating system components, etc.) which may be distributed with the Software hereunder will also be subject to the terms and conditions of any third party licenses which may be supplied with such third party software and installation, use and/or further distribution by You will be subject to such third party licenses.  Some third party software and some of the Software components may be subject to open source license provisions and installation, use and/or further distribution by You of such third party software and Software components are subject to the respective open source license under which it is provided.  Intel expressly disclaims liability of any kind with respect to installation, use or distribution by You of third party software.

DISCLAIMER OF WARRANTIES.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND.  INTEL AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.  IF YOU RECEIVE ANY WARRANTIES REGARDING THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON INTEL.  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.

LIMITATION OF LIABILITY.  IN NO EVENT SHALL INTEL OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY, FOR ANY LOST PROFITS, LOST DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND IRRESPECTIVE OF WHETHER INTEL OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN ANY CASE, INTEL'S AND ITS OFFICERS', EMPLOYEES', DIRECTORS', SUBSIDIARIES', REPRESENTATIVES', AFFILIATES' AND AGENTS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS OF THE FEES THAT YOU PAID FOR THE SOFTWARE (IF ANY).

THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR.  Should You or Your direct or indirect customers use the Software for any such unintended or unauthorized use, You shall indemnify and hold Intel and its officers, employees, directors, subsidiaries, representatives, affiliates and agents harmless against all claims, costs, damages, and expenses, and attorney fees and expenses arising out of, directly or indirectly, 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 part.

TERMINATION.  The above license shall automatically terminate if You violate its terms. Intel may terminate this license with or without cause at any time upon written notice if the Software is discontinued by Intel.  Upon termination, You will immediately destroy the Software or return all copies of the Software to Intel.  All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, or Intel's proprietary rights shall survive termination.
 
APPLICABLE LAWS.  Claims arising under this Agreement shall be governed by the laws of California, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Intel is not obligated under any other agreements 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 its successor. 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 95052.
EXPORT CONTROL.  You agree to comply with all applicable requirements of the Office of Export Administration of the U.S. Department of Commerce, Washington, D.C. 20230, and that you will follow all applicable Export Administration Regulations issued by the U.S. Department of Commerce, as they may be amended from time to time.
MISCELLANEOUS.  All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently.  Failure by either Intel or You to enforce any term will not be deemed a waiver of future enforcement of that or any other term.  The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable the validity, construction and enforceability of the remaining terms and conditions of this Agreement shall not be affected.  You may not assign any rights, duties or obligations hereunder without the prior written approval of Intel and any attempt to assign any rights, duties or obligations hereunder without Intel's written consent will be void.  It is expressly agreed that Intel and You are acting as independent contractors.  These terms and conditions constitute the entire agreement between Intel and You with respect to the subject matter hereof.  These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any other agreement between Intel and You.  Deviations from these terms and conditions are not valid unless agreed to in writing by an authorized representative of Intel.

Copyright 2002, Intel Corporation, Parsippany, NJ 07054
Version 1.0 (062502)

