GRAPHIC DRIVERS SOFTWARE LICENSE AGREEMENT (Version January 2020)

IMPORTANT NOTICE -- PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING OR USING
This Software License Agreement (the "Agreement") is between you, or the company or other legal entity that you represent and warrant you have the legal authority to bind, (each, "You" or "Your") and Intel Corporation and its subsidiaries (collectively, "Intel") regarding Your use of the Software defined below. By downloading, installing, copying or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, or do not have legal authority or required age to agree to them, do not download, install, copy or otherwise use the Software.

IF YOU ARE AN END USER, THE END USER SOFTWARE LICENSE AGREEMENT IN APPENDIX A APPLIES TO YOU.

IF YOU ARE AN ORIGINAL EQUIPMENT MANUFACTURER ("OEM"), INDEPENDENT HARDWARE VENDOR ("IHV") OR INDEPENDENT SOFTWARE VENDOR ("ISV"), THE COMMERCIAL LICENSE TERMS IN APPENDIX B APPLY TO YOU.
*IF YOU ARE AN OEM, IHV OR ISV AND ARE ALSO LICENSING PRE-RELEASE SOFTWARE, THE PRE-RELEASE SOFTWARE LICENSE TERMS IN EXHIBIT 1 APPLY TO YOU AND THESE TERMS SUPERSEDE ANY CONFLICTING TERMS IN APPENDIX B.  PRE-RELEASE SOFTWARE WILL BE IDENTIFIED IN THE SOFTWARE PACKAGE NAME, IN THE RELEASE NOTES, IN THE README FILE OR OTHER SIMILAR MANNER.

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APPENDIX A
END USER SOFTWARE LICENSE AGREEMENT

1. DEFINITIONS

"Agreement" means the Agreement, including this Appendix A.

"Intel-based Product" means a device that includes, incorporates, or implements Intel product(s), software or service(s).

"Reciprocal Open Source Software" means any software that is subject to a license which requires that (a) it must be distributed in source code form; (b) it must be licensed under the same open source license terms; and (c) its derivative works must be licensed under the same open source license terms. Examples of this type of license are the GNU General Public License or the Mozilla Public License.

"Software" means the graphic drivers software provided to You under this Agreement and any associated collateral or materials.

2. LICENSE GRANT.  Subject to the terms and conditions of this Agreement, You are granted a non-exclusive, non-assignable, non-sublicensable, limited right and license under Intel's copyrights to reproduce the Software only in its unmodified and binary form for Your internal use solely in connection with Intel-based products for which the Software has been provided.

3. RESTRICTIONS. Except as expressly permitted in this Agreement, You will not, and You will not allow any third party to: (i) use, copy, distribute, publicly perform, publicly display, sell or offer to sell the Software; (ii) share, publish, transfer, rent or lease the Software to any third party; (iii) modify, create derivative works, adapt, or translate the Software in whole or in part except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iv) reverse engineer, decompile, or dissemble the software, or otherwise attempt to derive the source code for the Software; (v) modify, create derivative works, link, or distribute the Software so that any part of it becomes Reciprocal Open Source Software;  (vi) work around any technical limitations in the Software or attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Software; (vii) distribute, sublicense or
transfer the source code form of any components of the Software to any third party; (viii) use or make the Software available for the use or benefit of third parties; (ix) use the Software in or with products other than products that include the Intel hardware product(s), platform(s), or software identified in the Software; (x) publish or provide any Software benchmark or comparison test results; (xi) remove, minimize, block or modify any copyright notices or other notices of Intel or its suppliers in the Software;  or (xii) include the Software in malicious, deceptive, or unlawful programs or products or use the Software in any way that is against the law.

4. THIRD PARTY SOFTWARE. Certain third party software, which may include open source software, provided with or within the Software (the "Third Party Software") may be subject to its own or further license terms, copyright notices, and other notices by the software owner. A listing of any such Third Party Software and its relevant terms and notices is in one or more text files accompanying the Software.

5. NO WARRANTY AND NO SUPPORT.

5.1 NO WARRANTY.  DISCLAIMER. INTEL DISCLAIMS ALL WARRANTIES OF ANY KIND AND THE TERMS AND REMEDIES PROVIDED IN THIS AGREEMENT ARE INSTEAD OF ANY OTHER WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, USAGE OF TRADE, PROPOSAL, SPECIFICATION OR SAMPLE.  INTEL DOES NOT ASSUME (AND DOES NOT AUTHORIZE ANY PERSON TO ASSUME ON ITS BEHALF) ANY OTHER LIABILITY.

5.2 No 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 under the terms of this Agreement.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY OF THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN, OR OTHERWISE): (I) LOSS OF REVENUE; (II) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (III) LOSS OF THE USE OF MONEY; (IV) LOSS OF ANTICIPATED SAVINGS; (V) LOSS OF BUSINESS; (VI) LOSS OF OPPORTUNITY; (VII) LOSS OF GOODWILL; (VIII) LOSS OF USE OF THE SOFTWARE; (IX) LOSS OF REPUTATION; (X) LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR (XI) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES HOWEVER CAUSED (INCLUDING LOSS OR DAMAGE OF THE TYPE SPECIFIED IN THIS SECTION 6).
INTEL HAS NO OBLIGATION TO INDEMNIFY YOU FOR ANY LIABILITIES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OR CORRUPTION OF DATA OR INFRINGEMENT OF INTELLECTUAL PROPERTY OF ANY KIND.

7. OWNERSHIP. All right, title, and interest in and to the Software and all copies remain with Intel or its suppliers.  The Software is protected by intellectual property rights, including without limitation, United States copyright laws and international treaty provisions. You will not remove any copyright or other proprietary notice from the Software. You agree to prevent any unauthorized copying of the Software.  Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically, Intel does not grant any express or implied right to You under Intel patents, copyrights, trademarks, or trade secrets.

8. FEEDBACK. This Agreement does not obligate You to provide Intel with comments, modifications, improvements, corrections, suggestions, enhancements or other input regarding the Software or Intel products and processes that work with the Software (collectively, "Feedback"). However, should You provide Intel with verbal or written Feedback, however provided and howeer designated, marked or labeled, Intel will be free to use, disclose, reproduce, license, or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.

9. TERMINATION, AND SURVIVAL. Intel or other provider of the Software may terminate this license at any time if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy or return to Intel all copies of the Software.  Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, and 19 of this Agreement will survive termination.

10. SAFETY, CRITICAL, AND LIFESAVING APPLICATIONS.   The Software may provide information relevant to safety-critical applications to allow compliance with functional safety standards or requirements ("Safety-Critical Applications").  YOU UNDERSTAND AND ACKNOWLEDGE THAT SAFETY IS YOUR RESPONSIBILITY. To the extent You use the Software to create, or as part of, products used in Safety-Critical Applications it is Your responsibility to design, manage and assure system-level safeguards to anticipate, monitor and control system failures, and You agree that You are solely responsible for all applicable regulatory standards and safety-related requirements concerning Your use of the Software in Safety Critical Applications.  Should You use the Software for Safety-Critical Applications or in any type of a system or application in which the failure of the Software could create a situation where personal injury or death may occur (e.g., medical systems, life sustaining or lifesaving systems)("Lifesaving Applications"), You agree to indemnify, defend, and hold Intel and its representatives harmless against all claims, costs, damages, and expenses, including reasonable attorney fees arising in any way out of Your use of the Software in Safety-Critical Applications and claims of product liability, personal injury or death associated with Lifesaving Applications; even if, for either type of application, such claims allege that Intel was negligent or strictly liable regarding the design or manufacture of the Software or its failure to warn regarding the Software.

11. GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes.

12. EXPORT. You acknowledge that the Software and all related technical information are subject to export controls and You agree to comply with all laws and regulations of the United States and other applicable governments governing export, re-export, import, transfer, distribution, and use of the Software. In particular, but without limitation, the Software 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, 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 for, or sell or transfer the Software to a third party who is known or suspected to be involved in, any purposes prohibited by the U.S. government or other applicable governments, including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or
biological weapons.

13. U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software covered by this license is a "Commercial Item," as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and "commercial computer software documentation" as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

14. ENTIRE AGREEMENT. This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement, including without limitation its termination, has no effect on any signed NDA between the parties, which remain in full force and effect as separate agreements to their terms. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade
inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgement, invoice, or other writing issued by either party in connection with this Agreement. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party, and must specifically identify this Agreement by its title and version; except that Intel may make changes to the Agreement as it distributes new versions of the Software.

15. SEVERABILITY. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.

16. WAIVER. 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.

17. GOVERNING LANGUAGE.  The official language of this Agreement is the English language.  If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions.

18. THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.

19. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL'S PRIVACY NOTICE, AS UPDATED FROM TIME TO TIME, 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.

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APPENDIX B
COMMERCIAL LICENSE TERMS FOR OEMS, IHVS, AND ISVS

If You are an OEM, IHV, or ISV, the terms of this Appendix B apply to You.

1. DEFINITIONS

"Agreement" means this Agreement, including this Appendix B, and Exhibit 1 to Exhibit B, if applicable.

"Intel-based Product" means a device that includes, incorporates, or implements Intel product(s), software or service(s).

"Reciprocal Open Source Software" means any software that is subject to a license which requires that (a) it must be distributed in source code form; (b) it must be licensed under the same open source license terms; and (c) its derivative works must be licensed under the same open source license terms. Examples of this type of license are the GNU General Public License or the Mozilla Public License.

"Software" means the graphic drivers software provided to You under this Agreement and any associated collateral or materials.

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Intel grants to You a limited, nonexclusive, nontransferable, revocable, worldwide, license during the term of this Agreement, without the right to sublicense, under Intel's copyrights, to (i) reproduce the Software only for Your own internal evaluation, testing, validation, and development of Intel-based Products and any associated maintenance thereof; (ii) reproduce, publicly display, and publicly perform an object code representation of the Software in each case only when integrated with and executed by an Intel-based Product; and (iii) distribute an object code representation of the Software, provided by Intel solely as embedded in or for execution on an Intel-based Product, and if to an end user, pursuant to a license agreement with terms and conditions at least as restrictive as those contained in the End User Software License Agreement in Appendix A hereto.
If You are not the final manufacturer or vendor of an Intel-based Product incorporating or designed to incorporate the Software, You may transfer a copy of the Software to Your OEM, IHV, ISV, original device manufacturer, system integrator or distributors (individually or collectively "Your Partner(s)") for use in accordance with the terms and conditions of this Agreement, provided Your Partner agrees to be fully bound by the terms and conditions of the Agreement, and provided that You are fully liable to Intel for the actions and inactions of Your Partner(s).
Your contractors may use the Software as specified in this Section 2, provided: (i) their use of the Software is solely on behalf of and in support of Your business, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are fully liable to Intel for their use of the Software.

3. RESTRICTIONS. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (i) use, copy, distribute, publicly perform, publicly display, sell or offer to sell the Software or associated documentation; (ii) share, publish, transfer, rent or lease the Software to any third party; (iii) modify, create derivative works, adapt, or translate the Software in whole or in part except and only to the extent as specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iv) reverse engineer, decompile, or dissemble the software, or otherwise attempt to derive the source code for the Software; (v) modify, create derivative works, link, or distribute the Software so that any part of it becomes Reciprocal Open Source Software;  (vi) work around any technical limitations in the Software or attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Software; (vii)
distribute, sublicense or transfer the source code form of any components of the Software to any third party; (viii) use or make the Software available for the use or benefit of third parties; (ix) use the Software in or with products other than products that include the Intel hardware product(s), platform(s), or software identified in the Software; (x) publish or provide any Software benchmark or comparison test results; (xi) remove, minimize, block or modify any copyright notices or other notices of Intel or its suppliers in the Software;  or (xii) include the Software in malicious, deceptive, or unlawful programs or products or use the Software in any way that is against the law.
You acknowledge that an essential basis of the bargain in this Agreement is that Intel grants You 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 associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge there are significant uses of the Software in its original, unmodified and uncombined form.

4. THIRD PARTY SOFTWARE. Certain third party software, which may include open source software, provided with or within the Software (the "Third Party Software") may be subject to its own or further license terms, copyright notices and other notices by the software owner. A listing of any such Third Party Software and its relevant terms and notices is in one or more text files accompanying the Software.

5. NO WARRANTY AND NO SUPPORT.

5.1 NO WARRANTY.  DISCLAIMER. INTEL DISCLAIMS ALL WARRANTIES OF ANY KIND AND THE TERMS AND REMEDIES PROVIDED IN THIS AGREEMENT ARE INSTEAD OF ANY OTHER WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, USAGE OF TRADE, PROPOSAL, SPECIFICATION OR SAMPLE.  INTEL DOES NOT ASSUME (AND DOES NOT AUTHORIZE ANY PERSON TO ASSUME ON ITS BEHALF) ANY OTHER LIABILITY.

5.2 No 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 under the terms of this Agreement.

6. LIMITATION OF LIABILITY. THE SOFTWARE IS BEING LICENSED TO YOU FOR FREE, AND USE OF THE SOFTWARE IS AT YOUR OWN RISK.  IN NO EVENT WILL INTEL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY OF THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN, OR OTHERWISE): (I) LOSS OF REVENUE; (II) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (III) LOSS OF THE USE OF MONEY; (IV) LOSS OF ANTICIPATED SAVINGS; (V) LOSS OF BUSINESS; (VI) LOSS OF OPPORTUNITY; (VII) LOSS OF GOODWILL; (VIII) LOSS OF USE OF THE SOFTWARE; (IX) LOSS OF REPUTATION; (X) LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR (XI) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES HOWEVER CAUSED (INCLUDING LOSS OR DAMAGE OF THE TYPE SPECIFIED IN THIS SECTION 6).
INTEL HAS NO OBLIGATION TO INDEMNIFY YOU FOR ANY LIABILITIES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OR CORRUPTION OF DATA OR INFRINGEMENT OF INTELLECTUAL PROPERTY OF ANY KIND.

7. INDEMNITY.  YOU WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS AGAINST ALL CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES), ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY USE, EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSORS OR SUPPLIERS WAS NEGLIGENT REGARDING THE DESIGN OF THE SOFTWARE.

8. SAFETY, CRITICAL, AND LIFESAVING APPLICATIONS.   The Software may provide information relevant to safety-critical applications to allow compliance with functional safety standards or requirements ("Safety-Critical Applications").  You understand and acknowledge that safety is Your responsibility. To the extent You use the Software to create, or as part of, products used in Safety-Critical Applications it is Your responsibility to design, manage and assure system-level safeguards to anticipate, monitor and control system failures, and You agree that You are solely responsible for all applicable regulatory standards and safety-related requirements concerning Your use of the Software in Safety Critical Applications.  Should You use the Software for Safety-Critical Applications or in any type of a system or application in which the failure of the Software could create a situation where personal injury or death may occur (e.g., medical systems, life sustaining or lifesaving systems) ("Lifesaving Applications"), You agree to indemnify, defend, and hold Intel and its representatives harmless against all claims, costs, damages, and expenses, including reasonable attorney fees arising in any way out of Your use of the Software in Safety-Critical Applications and claims of product liability, personal injury or death associated with Lifesaving Applications; even if, for either type of application, such claims allege that Intel was negligent or strictly liable regarding the design or manufacture of the Software or its failure to warn regarding the Software.

9. CONFIDENTIALITY. If the parties have entered into a non-disclosure agreement, all confidential information of the parties will be subject to the terms of that agreement.   The terms and conditions of this Agreement and the confidential information of Intel are considered confidential information under this Agreement. The following provisions will apply if there is no existing non-disclosure agreement between the parties. You will maintain the confidentiality of Intel's confidential information, if any, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances.  You will only disclose Intel's confidential information to any employees who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein.  For the purposes of this Agreement, the term "employee" will include Your independent contractors, who have signed confidentiality
agreements with You; provided that You will be liable for breach by any such entity. You will not make any copies of Intel's confidential information except as necessary for Your employees with a need to know.  Any copies which are made will be identified as belonging to Intel and marked "confidential", "proprietary" or with similar legend.  You will not be liable for the disclosure of any Confidential Information which is (a) generally made available publicly or to third parties by Intel without restriction on disclosure; (b) rightfully received from a third party without obligation of confidentiality; (c) rightfully known to You without any limitation on disclosure prior to Your receipt from Intel; (d) independently developed by Your employees; or (e) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that You will give Intel reasonable notice prior to such disclosure and will comply with any applicable protective order. You may not
use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent.

10. OWNERSHIP.  Title to the Software and all copies remain with Intel or its suppliers.  The Software is protected by intellectual property rights, including without limitation, United States copyright laws and international treaty provisions. You will not remove any copyright or other proprietary notice from the Software. You agree to prevent any unauthorized copying of the Software.  Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically, Intel does not grant any express or implied right to You under Intel patents, copyrights, trademarks, or trade secrets.

11. FEEDBACK. This Agreement does not obligate You to provide Intel with comments, modifications, improvements, corrections, suggestions, enhancements or other input regarding the Software or Intel products and processes that work with the Software (collectively, "Feedback"). However, should You provide Intel with verbal or written Feedback, however provided and however designated, marked or labeled, Intel will be free to use, disclose, reproduce, license, or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.

12. TERM, TERMINATION, AND SURVIVAL. This Agreement commences upon Your acceptance of its terms and continues until termination by Intel.  Intel may terminate this Agreement for any reason with thirty (30) days' notice and immediately if You or someone acting on Your behalf or at Your behest violates any terms or conditions of this Agreement or any Attachment or Exhibit. Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. 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). Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 17, 18, 19, 20, 21, and 22 of this Agreement will survive termination.

13. GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes.

14. EXPORT. You acknowledge that the Software and all related technical information are subject to export controls and you agree to comply with all laws and regulations of the United States and other applicable governments governing export, re-export, import, transfer, distribution, and use of the Software. In particular, but without limitation, the Software 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, 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 for, or sell or transfer them to a third party who is known or suspected to be involved in, any purposes prohibited by the U.S. government or other applicable governments, including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons.

15. U.S. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software covered by this license is a "Commercial Item," as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and "commercial computer software documentation" as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

16. ASSIGNMENT. You may not assign any rights or delegate any duties under this Agreement, in whole or in part, whether by contract, operation of law, acquisition merger, consolidation, sale of all or substantially all of Your outstanding shares or assets, other changes in control, or any other event without the prior written consent of Intel. Any attempt to assign any rights, duties or obligations without Intel's written consent will be a material breach of this Agreement and will be null and void. This Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.

17. ENTIRE AGREEMENT. This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement, including without limitation its termination, has no effect on any signed NDA between the parties, which remain in full force and effect as separate agreements to their terms. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade
inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgement, invoice, or other writing issued by either party in connection with this Agreement. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party, and must specifically identify this Agreement by its title and version; except that Intel may make changes to the Agreement as it distributes new versions of the Software.

18. SEVERABILITY. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.

19. WAIVER. 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.

20. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL'S PRIVACY NOTICE, AS UPDATED FROM TIME TO TIME, 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.

21. GOVERNING LANGUAGE.  The official language of this Agreement is the English language.  If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions.

22. THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.

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EXHIBIT 1 TO APPENDIX B
PRE-RELEASE SOFTWARE LICENSE TERMS

ONLY OEMS, IHVS, AND ISVS MAY OBTAIN PRE-RELEASE SOFTWARE (AS DEFINED BELOW).  If You are licensing Pre-Release Software, the terms of this Appendix C apply to you and these terms supersede any conflicting terms in Appendix B.

1. ADDITIONAL DEFINITIONS

"Pre-Release Software" is pre-release, prototype, alpha, beta, or other non-production ready code.  Pre-release software may not be fully functional or tested and may contain bugs or errors, which Intel may substantially modify in its development of a production version, and for which intel makes no assurances that it will ever develop or make generally available a production version.

2. LICENSE GRANT TO PRE-RELEASE SOFTWARE. Subject to the terms and conditions of this Agreement, Intel grants You a non-exclusive, non-assignable, non-sublicensable, limited right and license under Intel's copyrights to reproduce the Software only in its unmodified and binary form for Your internal evaluation and testing use only, and not for commercial use, for use only with the Intel-based Product for which the Software has been provided.

3. The Pre-Release Software is Intel confidential information and is subject to Section 9 of Appendix B.