End User License Agreements

Intel End User License Agreement for Developer Tools (Version October 2020)

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IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING OR USING

This 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 Materials. By downloading, installing, copying or otherwise using the Materials, 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 Materials.

1. LICENSE DEFINITIONS.

A. “Cloud Provider” means a third party cloud service provider offering a cloud-based platform, infrastructure, application or storage services, such as Microsoft Azure or Amazon Web Services, which You may utilize solely subject to the restrictions set forth in Section 3.3 B.

B. “Computer” means a computer, workstation or server(s); as well as a container or virtual machine located on Your or Your Cloud Provider’s server.

C. “Derivative Work” means a derivative work, as defined in 17 U.S.C. § 101, of the Source Code.

D. “Executable Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.

E. “Instance” means a single running copy of the Materials on a Computer.

F. “Licensed Patent Claims” mean the claims of Intel’s patents that are necessarily and directly infringed by the reproduction and distribution of the Materials that is authorized in Section 3 below, when the Materials are in their unmodified form as delivered by Intel to You and not modified or combined with anything else. Licensed Patent Claims are only those claims that Intel can license without paying, or getting the consent of, a third party.

G. "Materials" mean the software, documentation, the software product serial number, and other collateral, including any updates, that are made available to You by Intel under this Agreement. Materials include any Redistributables, Executable Code, Source Code, Sample Source Code, and Pre-Release Materials, but do not include Third Party Programs.

H. “Microsoft Platforms” mean any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

I. “Pre-Release Materials” mean the Materials, or portions of the Materials, that are identified (in the product release notes, on Intel’s download website for the Materials or elsewhere) or labeled as pre-release, prototype, alpha or beta code and, as such, are deemed to be pre-release code, which 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. Pre-Release Materials are subject to the terms of Section 4.2.

J. “Priority Support” means assistance through Intel’s Online Service Center for paid User Types for the Materials.

K. “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.

L. "Redistributables" mean the files (if any) listed in the “redist.txt”, “redist-rt.txt” or similarly-named text files that may be included in the Materials. Redistributables include Sample Source Code.

M. “Sample Source Code” means those portions of the Materials that are Source Code and are identified as sample code. Sample Source Code may not have been tested nor validated by Intel and is provided purely as a programming example.

N. “Source Code” means the software portion of the Materials provided in human readable format.

O. “Term” means either a perpetual  or a time limited term for the Materials that You obtain as specified on Intel’s download website, in Intel’s applicable documentation or as controlled by the serial number for the Materials. 

P. “Third Party Programs” mean the files (if any) listed in the “third-party-programs.txt” or other similarly-named text file that may be included in the Materials for the applicable software.

Q. “User Type” has the meaning specified in Section 2.

R. “Your Product” means one or more applications, products or projects developed by or for You using the Materials.

2. USER TYPES.  This Agreement covers both free and paid User Types. Free users do not receive access to Priority Support. All paid users receive access to Priority Support upon the payment of fees specified in Section 5.  If you are a paid user, then the type of license You receive will be specified in writing by Intel directly or by an authorized Intel distributor. You understand and agree that the following User Types described below are subject to Your continued compliance with the license grants in Section 3: 

2.1 Free User. You are authorized to run as many Instances as needed for an unlimited number of users for You, Your company or other legal entity that you represent.

2.2 Single Named-User. Subject to payment of appropriate fees, You are authorized to run as many Instances as needed for a single user.

2.3 Concurrent User.  Subject to payment of appropriate fees, You are authorized to run as many Instances as needed on a designated network(s) for use by no more than the authorized number of concurrent users.

2.4 Site User. Subject to payment of appropriate fees, You are authorized to run as many Instances as needed for use by any number of concurrent users located at the specified site or sites specified in the “site_license_materials.txt” file you receive from Intel.

3. LICENSE GRANTS.

3.1 License to the Materials.  

Subject to the terms and conditions of this Agreement, Intel grants You for the appropriate Term a non-exclusive, worldwide, non-assignable (except as expressly permitted hereunder), non-sublicensable, limited right and license for Your applicable User Type:

A. under its copyrights, to:

(1) reproduce internally a reasonable number of copies of the Materials for Your personal or business use;

(2) use the Materials internally solely for Your personal or business use to develop Your Product, in accordance with the documentation or text files included as part of the Materials; 

(3) modify or create Derivative Works of the Redistributables, or any portions, that are provided to You in Source Code;

(4) distribute (directly and through Your distributors, resellers, and other channel partners, if applicable), the Redistributables, including any modifications to or Derivative Works of the Redistributables made pursuant to Section 3.1.A(3), or any portions, subject to the following conditions:

(a) Any distribution of the Redistributables must only be as part of Your Product which must add significant primary functionality different than that of the Redistributables themselves;

(b) You will redistribute the Redistributables originally provided to You by Intel only in Executable Code subject to a license agreement that prohibits disassembly and reverse engineering of the Redistributables;

(c) This distribution right includes a limited right to sublicense  only the Intel copyrights in the Redistributables and only to the extent necessary to perform, display, and distribute the Redistributables (including Your modifications and Derivative Works) solely as incorporated in Your Product; and

(d) You (i) will be solely responsible to Your customers for any update, support obligation or other liability which may arise from Your distribution of Your Product, (ii) will not make any statement that Your Product is "certified" or that its performance is guaranteed by Intel or its suppliers, (iii) will not use Intel's or its suppliers’ names or trademarks to market Your Product without written permission from Intel, (iv) will comply with any additional restrictions which are included in the text files with the Redistributables and in Section 4 below, (v) will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your modifications, Derivative Works or Your distribution of Your Product;

and

B. under Intel’s Licensed Patent Claims, to:

(1) make copies of the Materials only as specified in Section 3.1.A(1);

(2) use the Materials only as specified in Section 3.1.A(2); and

(3) offer to distribute, and distribute, but not sell, the Redistributables only as part of Your Product under Intel’s copyright license granted in Section 3.1(A), but only under the terms of that copyright license and not as a sale;

And, provided further, that the license under the Licensed Patent Claims does not and will not apply to, and Intel expressly does not grant You a patent license in this Agreement to, any modifications to, or Derivative Works of, the Materials or Redistributables, whether made by You, Your contractor(s), Your customer(s) (which, for all purposes under this Agreement, will mean either a customer, reseller, distributor or other channel partner) or any third party, even if the modifications or Derivative Works are permitted under 3.1.A(3).

3.2 Third Party Programs and Other Intel Programs Licenses.  Third Party Programs, even if included with the distribution of the Materials, may be governed by separate license terms, including without limitation, third party license terms, open source software notices and terms, and/or other Intel software license terms. These separate license terms solely govern Your use of the Third Party Programs.

3.3 Third Party Use.   

A. If you are an entity, Your contractors may use the Materials as specified in Section 3, provided: (i) their use of the Materials 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 solely responsible for their use of the Materials.

B. You may utilize a Cloud Provider to host the Materials for You, provided: (i) the Cloud Provider may only host the Materials for Your exclusive use and may not use the Materials for any other purpose whatsoever, including the restriction set forth in Section 4.1(xii); (ii) the Cloud Provider’s use of the Materials must be solely on behalf of and in support of Your Product, and (iii) You will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your Cloud Provider’s use, misuse or disclosure of the Materials.

4. LICENSE CONDITIONS.

4.1  Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) share, publish, rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials, or otherwise attempt to derive the source code for the software; (vi) work around any technical limitations in the Materials or attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Materials; (vii) distribute, sublicense or transfer any Source Code, of the Materials or Derivative Works to any third party; (viii) allow Redistributables to run on a platform other than a Microsoft Platform if according to the accompanying user documentation the Materials are meant to execute only on a Microsoft Platform; (ix) remove, minimize, block or modify any notices of Intel or its suppliers in the Materials; (x) include the Redistributables in malicious, deceptive, or unlawful programs or products or use the Materials in any way that is against the law; (xi) modify, create a Derivative Work, link, or distribute the Materials so that any part of it becomes Reciprocal Open Source Software; (xii) use the Materials directly or indirectly for SaaS services or service bureau purposes (i.e., a service that allows use of or access to the Materials by a third party as a service, such as the salesforce.com service business model).

4.2 Pre-Release Materials. If You receive Pre-Release Materials, You may reproduce a reasonable number of copies, and use the Pre-Release Materials for evaluation, and testing purposes only. You may not (i) modify or incorporate the Pre-Release Materials into Your Product; (ii) continue to use the Pre-Release Materials once a commercial version is released; or (iii) disclose to any third party any benchmarks, performance results, or other information relating to the Pre-Release Materials. Intel may waive these restrictions in writing at its sole discretion; however, if You decide to use the Pre-Release Materials in Your Product (even with Intel’s waiver), You acknowledge and agree that You are fully responsible for any and all issues that result.  

4.3 Safety, Critical, and Lifesaving Applications.  The Materials 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 Materials 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 Materials in Safety Critical Applications.  Should You use the Materials for Safety-Critical Applications or in any type of a system or application in which the failure of the Materials 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 Materials in Safety-Critical Applications or Lifesaving Applications and claims of product liability, personal injury or death associated with those applications; even if such claims allege that Intel was negligent or strictly liable regarding the design or manufacture of the Materials or its failure to warn regarding the Materials.

4.4  Media Format Codecs and Digital Rights Management.  You acknowledge and agree that Your use of the Materials or distribution of the Redistributables with Your Product as permitted by this Agreement may require You to procure license(s) from third parties that may hold intellectual property rights applicable to any media decoding, encoding or transcoding technology (e.g.,  the use of an audio or video codec) and/or digital rights management capabilities of the Materials, if any. Should any such additional licenses be required, You are solely responsible for obtaining any such licenses and agree to obtain any such licenses at Your own expense.

4.5  Materials Transfer.  You may only permanently transfer the Materials, and all of Your rights and obligations under this Agreement, to another party (“Recipient”) solely in conjunction with a change of ownership, merger, acquisition, sale or transfer of all or substantially all of Your business or assets, either voluntarily, by operation of law or otherwise subject to the following: You must notify Intel of the transfer by sending a letter to Intel: (i) identifying the Recipient and Your legal entities, (ii) identifying the Materials (i.e., the specific Intel software and version) and the associated serial numbers to be transferred, (iii) certifying that You retain no copies of the Materials or portions, (iv) certifying that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement, (v) for paid User Types listed in Section 2, certifying that the Recipient has been notified that in order to receive support from Intel for the Materials they must notify Intel in writing of the transfer and provide Intel with the information specified in subsection (ii) above along with the name and email address of the individual assigned to use the Materials, and (vi) providing Your email address so that Intel may confirm receipt of Your letter.  The above information can be emailed to your Intel representative or by letter to:  Intel Corporation, 2111 NE 25th Avenue, Hillsboro, OR 97124, Attn: CPDP Contracts Management, JF2-28. The Materials will be permanently transferred to the Recipient once Intel confirms receipt of Your request.

5. FEES; TAXES.

5.1 Fees. Upon Your receipt of Intel’s or its reseller’s invoice, You will pay Intel or its reseller the license and support fees, if any, for the Materials in US dollars according to Your User Type 

5.2 Taxes. All payments will be made free and clear without deduction for any and all present and future taxes imposed by any taxing authority.  In the event that You are prohibited by law from making such payments unless You deduct or withhold taxes therefrom and remit such taxes to the local taxing jurisdiction, then You will duly withhold and remit such taxes to the appropriate taxing authority and will pay to Intel or its reseller its proportionate share of the remaining net amount after the taxes have been withheld.  You will promptly furnish Intel or its reseller with a copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments made under this Agreement, including taxes on any additional amounts paid.  In cases other than taxes referred to above, including but not limited to sales and use taxes, stamp taxes, value added taxes, property taxes and other taxes or duties imposed by any taxing authority on or with respect to this Agreement, the costs of such taxes or duties will be borne by You. In the event that such taxes or duties are legally imposed initially on Intel or its reseller, or Intel or its reseller is later assessed by any taxing authority, then Intel or its reseller will be promptly reimbursed by You for such taxes or duties.

6. DATA COLLECTION AND PRIVACY.

6.1 Data Collection. Certain Materials may generate and collect anonymous data and/or provisioning data about the Materials and/or the development environment and transmit the data to Intel as a one-time event during installation. Optional data may also be collected by the Materials, however, You will be provided notice of the request to collect optional data and no optional data will be collected without Your consent. All data collection by Intel is performed pursuant to relevant privacy laws, including notice and consent requirements.

6.2 Intel’s Privacy Notice.  Intel is committed to respecting Your privacy. To learn more about Intel’s privacy practices, please visit http://www.intel.com/privacy.

7. OWNERSHIP.  Title to the Materials and all copies remain with Intel or its suppliers.  The Materials are 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 notices from the Materials. You agree to prevent any unauthorized copying of the Materials.  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. NO WARRANTY AND NO SUPPORT.  

8.1 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.

8.2 No Support; Priority Support for Paid User Types.  Intel may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Materials under the terms of this Agreement. Intel offers Priority Support for paid User Types. 

9. LIMITATION OF LIABILITY.  

9.1 Intel will not be liable for 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 Materials; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental special or consequential loss of damage however caused (including loss or damage of the type specified in this Section 9).

9.2 Intel’s total cumulative liability to You, including for direct damages for claims relating to this Agreement (whether for breach of contract, negligence, or for any other reason), will not exceed the sum paid to Intel by You in the twelve (12) month period preceding the date such claim arose for the Materials that are the subject of and directly affected by such claim.

9.3 You acknowledge that the limitations of liability provided in this Section 9 are an essential part of this Agreement.  You agree that the limitations of liability provided in this Agreement with respect to Intel will be conveyed to and made binding upon any customer of Yours that acquires the Redistributables, alone or in combination with other items from You.

10. USER SUBMISSIONS.  This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions or other communications regarding the Materials.  However, You agree that any material, information, comments, suggestions or other communications You transmit or post to an Intel website (including but not limited to, submissions to the Priority Support and/or other customer support websites or online portals) or provide to Intel under this Agreement are not controlled by the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the features, functions, performance or use of the Materials are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create Derivative Works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including Derivative Works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or providing to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide Intel with information that You intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”); please contact Your Intel representative to ensure the proper NDA is in place.

Nothing in this Agreement will be construed as preventing Intel from reviewing Your Communications and errors or defects in Intel products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing Intel from implementing independently-developed enhancements to Intel’s own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing Your Communications or to implement bug fixes or enhancements in Intel products. The foregoing may include the right to include Your Communications in regression test suites.

11.  NON-DISCLOSURE. Information provided by Intel to You may include information marked as confidential.  You must treat such information as confidential under the terms of the applicable NDA between Intel and You. If You have not entered into an NDA with Intel, You must not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by Intel. Intel retains all rights in and to its confidential information specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Materials.  Any breach by You of the confidentiality obligations provided for in this Section 11 will cause irreparable injury to Intel for which money damages may be inadequate to compensate Intel for losses arising from such a breach. Intel may obtain equitable relief, including injunctive relief, if You breach or threaten to breach Your confidentiality obligations.

12. TERM AND TERMINATION. This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. If You are using the Materials under a paid User Type with a limited Term, this Agreement terminates without notice on the last day of the Term. If you are using the Materials under a free User Type, the Term is perpetual. The Term for any Pre-Release Materials terminates upon release of a commercial version. Intel may terminate this Agreement  if You are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Intel. Upon termination, You will promptly destroy the Materials and all copies. In the event of termination of this Agreement, the license grant to any Redistributables distributed by You in accordance with the terms and conditions of this Agreement, prior to the effective date of such termination, will survive any such termination of this Agreement. Sections 1, 3.1.A(4)(d)(v), 3.2, 3.3 B(iii), 4.3, 5.2, 6, 7, 8, 9, 10, 11, 12 (with respect to these survival provisions in the last sentence), 13, and 14 will survive expiration or termination of this Agreement.

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 of this Agreement.

14. GENERAL PROVISIONS.

14.1  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 (e.g., “Intel End User License Agreement for Developer Tools (Version October 2020)”); except that Intel may make changes to the Agreement as it distributes new versions of the Materials. When changes are made, Intel will make a new version of the Agreement available on its website. 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.  

14.2  EXPORT. You acknowledge that the Materials 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 Materials. In particular, but without limitation, the 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 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 Materials 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.

14.3  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.

14.4  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.

End User License Agreement for the Intel® Software Development Products (Version October 2018)

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IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA – PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING OR USING

This Agreement forms a legally binding contract between you, or the company or other legal entity (“Legal Entity”) for which you represent and warrant that you have the legal authority to bind that Legal Entity, (each, “You” or “Your”) and Intel Corporation and its subsidiaries (collectively “Intel”) regarding Your use of the Materials. By downloading, installing, copying or otherwise using the Materials, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not download, install, copy or otherwise use the Materials. You affirm that You are 18 years old or older or, if not, Your parent, legal guardian or Legal Entity must agree and enter into this Agreement on your behalf.

1. LICENSE DEFINITIONS.

A. "Cloud Provider" means a third party cloud service provider offering a cloud-based platform, infrastructure, application or storage services, such as Microsoft Azure or Amazon Web Services, which You may utilize solely subject to the restrictions set forth in Section 4.3 B.

B. "Computer" means a computer, workstation or server(s); as well as a container or virtual machine located on Your or Your Cloud Provider’s server.

C. "Confidential Information" means all Materials (as defined below), including any portions thereof, that are identified (in the product release notes, on Intel’s download website for the Materials or elsewhere) or labeled as Intel confidential information or with a similar legend.

D. "Derivative Work" means a derivative work, as defined in 17 U.S.C. § 101, of the Software Source Code, that You developed.

E. "Excluded License" means a license that requires, as a condition of use, modification, or distribution, that the licensed software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in Source Code form; (b) be licensed by the user to third parties for the purpose of making and/or distributing Derivative Works; or (c) be redistributable at no charge. Excluded Licenses include, without limitation, licenses that license or distribute software under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), and (g) the Common Public License (CPL).

F. "Instance" means a single running copy of the Materials on a Computer.

G. "Licensed Patent Claims" mean the claims of Intel’s patents that are necessarily and directly infringed by the reproduction and distribution of the Materials that is authorized in Section 2 below, when the Materials are in their unmodified form as delivered by Intel to You and not modified or combined with anything else. Licensed Patent Claims are only those claims that Intel can license without paying, or getting the consent of, a third party.

H. "Materials" mean the software, documentation, the software product serial number, and other materials, including any modifications, updates and upgrades thereto, that are provided to You under this Agreement. Materials also include any Redistributables, Source Code, Sample Source Code, and Pre-Release Materials, as defined below, but do not include Third Party Programs.

I. "Microsoft Platforms" mean any current and future Microsoft operating system products, Microsoft run-time technologies (such as the .NET Framework), and Microsoft application platforms (such as Microsoft Office or Microsoft Dynamics) that Microsoft offers.

J. "Pre-Release Materials" mean the Materials, or portions thereof, that are identified (in the product release notes, on Intel’s download website for the Materials or elsewhere) or labeled as pre-release, prototype, alpha or beta code and, as such, the Pre-Release Materials are deemed to be pre-release code not suitable for commercial release, which may not be fully functional or tested and may contain bugs or errors, which Intel may substantially modify in its development of a commercial version, and for which Intel makes no assurances that it will ever develop or make generally available a commercial version.

K. "Redistributables" mean the files (if any) listed in the “redist.txt”, “redist-rt.txt” or similarly-named text files that may be included in the Materials for the applicable “Intel Software Development Product.”

L. "Sample Source Code" means those portions of the Materials that are Source Code files and are identified as sample source code. Sample Source Code may not be tested nor validated and is provided purely for Your convenience as a programming example.

M. "Source Code" means the software (and not documentation or text) portion of the Materials provided in human readable format, and includes modifications to the Source Code that You make or are made on Your behalf as expressly permitted under the terms of this Agreement.

N. "Third Party Programs" mean the files (if any) listed in the “third-party-programs.txt” text file that may be included in the Materials for the applicable software.

O. "Your Product" means one or more commercial applications or products developed by or for You using the Materials.

P. "Your Project" means one or more noncommercial applications, which may include personal use, not-for-profit business use, educational use, internal evaluation or open source applications, developed by or for You using the Materials.

2. LICENSE GRANTS.

2.1 License for Commercial License Types. Subject to the terms and conditions of this Agreement, including, but not limited to, the applicable license type use restrictions in Section 3.1 and other restrictions in Section 4 below, and timely payment of any fees (if applicable), Intel grants You a non-exclusive, worldwide, non-assignable (except as expressly permitted hereunder), limited right and license for the term You obtained pursuant to Section 3:

A. under its copyrights, to:

(1) reproduce internally a reasonable number of copies of the Materials for Your internal business use in accordance with the documentation or text files included as part of the Materials; provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;

(2) use the Materials solely for Your internal business use to develop Your Product, in accordance with the documentation or text files included as part of the Materials, provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;

(3) modify or create Derivative Works of the Materials or any portions thereof, that are provided in Source Code form, provided, however, that this license does not include the right to sublicense and may be exercised only by You or Your employees;

(4) publicly perform, publicly display, and distribute (directly and through Your distributors, resellers and other channel partners) or otherwise make publicly available the Redistributables, including any modifications to or Derivative Works of the Redistributables made pursuant to Section 2.1.A(3), or any portions thereof, subject to the following restrictions:

(a) Any distribution of the Redistributables must only be as part of Your Product which must add significantly more functionality than the Redistributables themselves;

(b) Any additional restrictions which may appear in the Redistributables text files specified in Section 1.K above and in Section 4 below; and

(c) The license under Section 2.1.A(4) includes the right to sublicense the Redistributables, but the sublicense rights are limited only to the sublicensing of any Intel copyrights in the Redistributables and only to the extent necessary to perform, display, and distribute the Redistributables (including Your modifications and Derivative Works thereto) solely as incorporated in Your Product.

(d) You (i) will be solely responsible to Your customers for any update, support obligation or other liability which may arise from Your distribution of Your Product, (ii) will not make any statement that Your Product is "certified" or that its performance is guaranteed by Intel, (iii) will not use Intel's name or trademarks to market Your Product without written permission from Intel, (iv) will provide the Redistributables subject to a license agreement that prohibits disassembly and reverse engineering of the Redistributables except in cases where You provide Your Product subject to an open source license that is not an Excluded License, (e.g., the BSD license or the MIT license), (v) will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your modifications, Derivative Works or Your distribution of Your Product.

and

B. under Intel’s Licensed Patent Claims, to:

(1) make copies of the Materials only as specified in Section 2.1.A(1);

(2) use the Materials only as specified in Section 2.1.A(2); and

(3) offer to distribute, and distribute, but not sell, the Redistributables only as part of Your Product under Intel’s copyright license granted in Section 2.1(A), but only under the terms of that copyright license and not as a sale (and this right does not include the right to sub-license);

And, provided further, that the license under the Licensed Patent Claims does not and will not apply to, and Intel does not expressly grant You a patent license in this Agreement to, any modifications to, or Derivative Works of, the Materials, whether made by You, Your contractor(s), Your customer(s) (which, for all purposes under this Agreement, will mean either a customer, reseller, distributor or other channel partner) or any third party, even if the modification and Derivative Works are permitted under 2.1.A(3).

2.2 License for Noncommercial License Types. Subject to the terms and conditions of this Agreement, including, but not limited to, the applicable license type use restrictions in Section 3.2 and other restrictions in Section 4 below, and timely payment of any fees (if applicable), Intel grants You a non-exclusive, worldwide, non-assignable, limited right and license for the term You obtained pursuant to Section 3, and under its copyrights, to:

A. reproduce a reasonable number of copies of the Materials internally and use the Materials solely for Your Project in accordance with the documentation or text files included as part of the Materials, and for no commercial uses whatsoever; provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees (if any);

B. modify or create Derivative Works of the Materials, or any portions thereof, that are provided in Source Code form, provided, however, that this license does not include a right to redistribute the modifications or Derivative Works of the Materials, or the right to sublicense and may be exercised only by You or Your employees (if any);

C. except for an evaluation license type, publicly perform, publicly display, and distribute or otherwise make publicly available the Redistributables, including any modifications to or Derivative Works of the Redistributables made pursuant to Section 2.2.B, or any portions thereof only for noncommercial uses, subject to the following restrictions:

(1) any distribution of the Redistributables must only be as part of Your Project which must add significantly more functionality than the Redistributables themselves;

(2) any additional restrictions which may appear in the Redistributables text files specified in Section 1.K above and in Section 4.1 below; and

(3) the license under this Section 2.2.C includes the right to sublicense the Redistributables, but the sublicense rights are limited only to the sublicensing of any Intel copyrights in the Redistributables and only to the extent necessary to perform, display, and distribute the Redistributables (including Your modifications and Derivative Works thereto) solely as incorporated in Your Project.

(4) You (i) will be solely responsible for any update, support obligation or other liability which may arise from Your distribution of Your Project, (ii) will not make any statement that Your Project is "certified" or that its performance is guaranteed by Intel, (iii) will not use Intel's name or trademarks in connection with Your Project without written permission from Intel, (iv) will provide the Redistributables subject to a license agreement that prohibits disassembly and reverse engineering of the Redistributables except in cases where You provide Your Project subject to an open source license that is not an Excluded License (e.g., the BSD license or the MIT license), (v) will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your modifications, Derivative Works or Your distribution of Your Project.

2.3 Third Party Programs and Other Intel Programs Licenses. Third Party Programs, even if included with the distribution of the Materials, are governed by separate license terms, including without limitation, third party license terms, other Intel software license terms, and open source software license terms. Such separate license terms (and not this Agreement) solely govern Your use of the Third Party Programs.

3. LICENSE USE TYPES.

3.1 Commercial License Types. Commercial license types are provided under the terms of the license set forth in Section 2.1. If you have obtained a license to the Materials under any of these commercial license types, you may also use the Materials for Your Project.

A. Single Named-User License. If You obtain the Materials under a single named-user license type, You may run as many Instances as needed for Your exclusive use, subject to Your compliance with all of the terms and conditions of this Agreement. You may obtain either a perpetual or time limited license. If You obtain a single named-user license type that is also time limited, the term of Your license is specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

B. Floating License. If You obtain the Materials under a floating license type, You may run as many Instances as needed on the designated network for use by no more than the authorized number of concurrent users, subject to their compliance with all of the terms and conditions of this Agreement. You may obtain either a perpetual or time limited license. If You obtain a floating license type that is also time limited, the term of Your license is specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

C. Site License. If You obtain the Materials under a site license type (i.e., the Materials include the text file named “site_license_materials.txt”), You may run as many Instances as needed for use by any number of concurrent users located at the specified site or sites, subject to their compliance with all of the terms and conditions of this Agreement. You may obtain either a perpetual or time limited license. If You obtain a site license type that is also time limited, the term of Your license is specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

D. Community License. If You obtain the Materials under a community license type, You may run as many instances as needed for Your exclusive use, subject to Your compliance with all of the terms and conditions of this Agreement. The Materials are provided under a time limited license as specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

3.2 Noncommercial License Types. Noncommercial license types are provided under the terms of the license set forth in Section 2.2.

A. Evaluation License. If You obtain the Materials under an evaluation license type, You may run as many instances as needed for your evaluation of the Materials, subject to Your compliance with all of the terms and conditions of this Agreement. You may not distribute any portion of the Materials, and any application and/or product developed by You may only be used for evaluation purposes and only for the term of the evaluation. The Materials are provided under a time limited license as specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

1) Pre-Release Materials. If the Materials You receive are Pre-Release Materials, in addition to the license restrictions in Section 2.2 and the restrictions in 3.2.A above, (i) You may not modify or incorporate the Pre-Release Materials into any product You are developing; (ii) You may not continue to use the Pre-Release Materials if and once a commercial version is released; and (iii) You may not disclose to any third party any benchmarks, performance results, or other information relating to the Pre-Release Materials.

B. Noncommercial Use License. If You obtain the Materials under a noncommercial use license type, You may run as many instances as needed for Your exclusive use, subject to Your compliance with all of the terms and conditions of this Agreement. Any work performed or produced as a result of use of the Materials cannot be performed or produced for the benefit of other parties, including but not limited to, for a fee, compensation or any other reimbursement or remuneration, or “not for profit.” The Materials are provided under a time limited license as specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials.

C. Educational License. If You obtain the Materials under an educational license type, You must be a teacher, professor, or a student and You may only use the Materials for educational purposes. Any work performed or produced as a result of use of the Materials cannot be performed or produced for the benefit of other parties, including but not limited to, for a fee, compensation or any other reimbursement or remuneration, or “not for profit.” The Materials are provided under a time limited license as specified on Intel’s download website, in the applicable documentation or controlled by the serial number for the Materials. There are two educational license types as follows:

1) Single Named-User Educational License. If You obtain the Materials under a single named-user educational license type, You may run as many instances as needed for Your exclusive use, subject to Your compliance with all of the terms and conditions of this Agreement.

2) Floating Educational License. If You obtain the Materials under a floating educational license type, You may run as many Instances as needed on the designated network for use by no more than the authorized number of concurrent users, subject to their compliance with all of the terms and conditions of this Agreement.

4. LICENSE CONDITIONS.

4.1 Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials or derivatives thereof to any third party; (viii) distribute Redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables; (ix) distribute the Redistributables to run on a platform other than a Microsoft Platform if according to the accompanying user documentation the Materials are meant to execute only on a Microsoft Platform; (x) include the Redistributables in malicious, deceptive, or unlawful programs or products; (xi) modify, create a Derivative Work, link, or distribute the Materials so that any part of it becomes subject to an Excluded License; or (xii) use the Materials directly or indirectly for service bureau purposes (i.e., a service whereby the use of or access to the Materials (including the Redistributables) is provided to a third party as a service, as opposed to granting use of or access to the Materials (including the Redistributables) to a third party through an end user license agreement. An example of a service bureau service is the salesforce.com service business model).

4.2 Safety, Critical, and Lifesaving Applications. Safety is Your responsibility. To the extent You use the Materials to create, or as part of, products used in safety-critical applications designed to comply with functional safety standards or requirements (“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 Materials in Safety Critical Applications. The Materials are also not designed, intended, or authorized for use in any type of a system or application in which the failure of the Materials could create a situation where personal injury or death may occur (e.g., medical systems, life sustaining or lifesaving systems) (“Lifesaving Applications”). Should You use the Materials for Safety-Critical Applications or Life-saving 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 Materials 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 alleges that Intel was negligent regarding the design or manufacture of the Materials.

4.3 Third Party Use.

A. If You are an entity with a license pursuant to Section 3.1, Your contractors may use the Materials as specified in Section 2 above, provided: (i) their use of the Materials 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 solely responsible for their use of the Materials.

B. You may utilize a Cloud Provider to host the Materials for You, provided: (i) the Cloud Provider may only host the Materials for Your exclusive use and may not use the Materials for any other purpose whatsoever, including the restriction set forth in Section 4.1(xii); (ii) the Cloud Provider’s use of the Materials must be solely on behalf of and in support of Your Product or Your Project (as applicable), and (iii) You will indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your Cloud Provider’s use, misuse or disclosure of the Materials.

4.4 Media Format Codecs and Digital Rights Management. You acknowledge and agree that Your use of the Materials or distribution of the Materials with Your Product or Your Project as permitted by this license may require You to procure license(s) from one or more third parties that may hold intellectual property rights applicable to any media decoding, encoding or transcoding technology (such as, for example, through use of an audio or video codec) and/or digital rights management capabilities of the Materials, if any. Should any such additional licenses be required, You are solely responsible for obtaining any such licenses and agree to obtain any such licenses at Your own expense.

4.5 Materials Transfer. You may only permanently transfer the Materials you receive pursuant to a license type listed in Section 3.1 above, and all of Your rights under this Agreement, to another party (“Recipient”) solely in conjunction with a change of ownership, merger, acquisition, sale or transfer of all or substantially all of Your business or assets, either voluntarily, by operation of law or otherwise subject to the following: You must notify Intel of the transfer by sending a letter to Intel: (i) identifying the legal entities of Recipient and You, (ii) identifying the Materials (i.e., the specific Intel software and version) and the associated serial numbers to be transferred, (iii) certifying that You retain no copies of the Materials or portions thereof, (iv) certifying that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement, (v) certifying that the Recipient has been notified that in order to receive support from Intel for the Materials they must notify Intel in writing of the transfer and provide Intel with the information specified in subsection (ii) above along with the name and email address of the individual assigned to use the Materials, and (vi) providing Your email address so that Intel may confirm receipt of Your letter. Please send such letter to:

Intel Corporation
2111 NE 25th Avenue
Hillsboro, OR 97124
Attn: DPD Contracts Management, JF2-28

5. DATA COLLECTION AND PRIVACY.

5.1 Anonymous Data Collection by Materials. Certain Materials may generate and collect anonymous data about the Materials and transmit it to Intel as a one-time event during installation. This anonymous data collection may include, but is not limited to, product name, product version, license type, support type, and installation status. Anonymous data collection by the Materials does not include: (a) any personal or personally identifiable data of You, an end user or a data subject; (b) data or information identifying a business entity; or (c) data or information about non-Intel software. The purpose of the anonymous data collection by the Materials is to enable Intel to develop, improve, and support Intel’s products and services.

5.2 Provisioning Data Collection. Provisioning data may be collected and transmitted to Intel as a one-time event during installation in order to activate the Materials. This collection may be mandatory and a condition of using the Materials in order to verify the right to use the Materials. Provisioning data includes the Material’s unique serial number and it may be combined with other information about the Materials and Your Computer. Provisioning data is not shared with or disclosed to parties outside of Intel. Intel may retain the provisioning data indefinitely.

5.3 Other Data Collection.

A. Collection of Registration Data. Some Materials may require registration of the Materials with Intel during installation. The information currently collected during registration is Your first name, Your last name, Your email, Your company, and Your country. The registration information is subject to change, however, You will be notified at the time of registration what information will be collected, why it is being collected, how long it will be retained by Intel, and how to have Your registration information removed from Intel’s registration database if You so choose to do so at a later date.

B. Optional Collection of Analytical Data. You may be given the option during installation of the Materials to consent to the collection of analytical data. Analytical data may include technical information about Your software installation and runtime status (such as installation metrics, serial number, counters, flags, and timestamps), and Your development environment (such as operating system, CPU architecture, and other Intel products installed). You will be notified at the time of installation what analytical data will be collected if You agree to such collection, why it is being collected, how long it will be retained by Intel, and how to stop the collection of analytical data if You so choose to do so at a later date.

C. Required Collection of Analytical Data. For certain Materials, the collection of analytical data as described in Section 4.3 B may be a requirement of use. In these cases, You will be given notice and the option to cancel the download or installation of the Materials if you do not wish to consent to the collection of analytical data.

5.4 Intel's Privacy Notice. Intel is committed to respecting Your privacy. To learn more about Intel's privacy practices, please visit http://www.intel.com/privacy.

6. OWNERSHIP. Title to the Materials and all copies thereof remain with Intel or its suppliers. The Materials are 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 Materials. You agree to prevent any unauthorized copying of the Materials. 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.

7. NO WARRANTY AND NO SUPPORT. 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.

Intel may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Materials under the terms of this Agreement. Intel may in its sole discretion offer such support, updates or training services under separate terms at Intel’s then-current rates. You may request additional information on Intel’s service offerings from an Intel representative.

8. LIMITATION OF LIABILITY. Use of the Materials are at Your own risk. In no event will Intel or its suppliers 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 Materials, 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, incidental special or consequential loss of damage however caused (including loss or damage of the type specified in this Section 6).

9. USER SUBMISSIONS. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions or other communication regarding the Materials. However, You agree that any material, information, comments, suggestions or other communication You transmit or post to an Intel website (including but not limited to, submissions to the Intel Premier Support and/or other customer support websites or online portals) or provide to Intel under this Agreement are not controlled by the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the features, functions, performance or use of the Materials are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create Derivative Works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including Derivative Works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or provide to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide Intel with information that You intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”), so please contact Your Intel representative to ensure the proper NDA is in place.

Nothing in this Agreement will be construed as preventing Intel from reviewing Your Communications and errors or defects in Intel products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing Intel from implementing independently-developed enhancements to Intel’s own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing Your Communications or to implement bug fixes or enhancements in Intel products. The foregoing may include the right to include Your Communications in regression test suites.

10. NON-DISCLOSURE. The following provisions will apply if there is no existing non-disclosure agreement between You and Intel. The Materials are the Confidential Information of Intel. You will maintain the confidentiality of Intel’s Confidential Information 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 the Confidential Information to Your employees who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that You will be liable for breach by any such employee. For the purposes of this Agreement, the term “employee” will include Your independent contractors, who have signed confidentiality agreements with You. You will not make any copies of the 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.

11. TERMINATION OF THIS LICENSE. This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. If You are using the Materials under a time-limited license, for example an Evaluation License, this Agreement terminates without notice on the last day of the time period, which is specified in the Materials or on Intel’s website, and/or controlled by the serial number for the Materials. Intel may terminate this license immediately if You are in breach of any of its terms and conditions and such breach is not cured within thirty (30) days of written notice from Intel. Upon termination, You will immediately return to Intel or destroy the Materials and all copies thereof. In the event of termination of this Agreement, the license grant to any Materials or Redistributables distributed by You in accordance with the terms and conditions of this Agreement, prior to the effective date of such termination, will survive any such termination of this Agreement. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12, and 13 will survive expiration or termination of this Agreement.

12. 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. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer software licenses granted herein. The U.S. Government will only have the right to reproduce, distribute, perform, display, and prepare Derivative Works as needed to implement those rights.

13. GENERAL PROVISIONS.

13.1 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 non-disclosure agreements 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 (e.g., “End User License Agreement for the Intel® Software (Version October 2018)); except that Intel may make changes to the Agreement as it distributes new versions of the Materials. When changes are made, Intel will make a new version of the Agreement available on its website: End User License Agreements. 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.

13.2 EXPORT. You acknowledge that the Materials and all related technical information are subject to export controls under the laws and regulations of the United States 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 Materials. In particular, but without limitation, the 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 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 Materials for 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. You confirm that the 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.

13.3 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.

13.4 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.

* Other names and brands may be claimed as the property of others

Intel Simplified Software License (Version February 2020)

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Use and Redistribution. You may use and redistribute the software (the “Software”), without modification, provided the following conditions are met:

• Redistributions must reproduce the above copyright notice and the following terms of use in the Software and in the documentation and/or other materials provided with the distribution.
• Neither the name of Intel nor the names of its suppliers may be used to endorse or promote products derived from this Software without specific prior written permission.
• No reverse engineering, decompilation, or disassembly of this Software is permitted.

Limited patent license. Intel grants you a world-wide, royalty-free, non-exclusive license under patents it now or hereafter owns or controls to make, have made, use, import, offer to sell and sell (“Utilize”) this Software, but solely to the extent that any such patent is necessary to Utilize the Software alone. The patent license shall not apply to any combinations which include this software. No hardware per se is licensed hereunder.

Third party programs. The Software may contain Third Party Programs. “Third Party Programs” are third party software, open source software or other Intel software listed in the “third-party-programs.txt” or other similarly named text file that is included with the Software. Third Party Programs, even if included with the distribution of the Software, may be governed by separate license terms, including without limitation, third party license terms, open source software notices and terms, and/or other Intel software license terms. These separate license terms may govern your use of the Third Party Programs.

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5-May-2017
Subject to Revision

Executive Summary

As an Intel® Software Guard Extensions (Intel® SGX) licensed developer (Licensee), your use of technology for Intel SGX is expected to comply with the following guidelines, where applicable, and comply with the general spirit and intent of these guidelines in cases not explicitly addressed by the guidelines. These guidelines have been developed so that users of Intel SGX enabled software can make certain assumptions about the software they are relying upon. Failure to meet these guidelines can result in your license being terminated. Intel may update these guidelines from time to time without notice.

Terms used in this document

Licensee – the developer organization which has accepted the license conditions for Intel SGX.

Platform Software (PSW) – Software for Intel SGX, which includes but is not limited to: enclaves used for EPID provisioning, attestation, launching and platform services, which are required for the Intel SGX architecture to work.

Software Development Kit (SDK) – Software for Intel SGX, used by a Licensee to create their own Intel SGX enabled application software.

Enclave Signing Key – A public/private key pair used by the Licensee to generate a signature over their software enclave in the form of a SIGSTRUCT.

Attestation Service for Intel SGX – A RESTful web service provided and operated by Intel which allows a Licensee to verify attestation evidence (enclave QUOTES) submitted by Service Providers

Production Attestation Service for Intel SGX – The production version of the Attestation Service, intended for business-relevant traffic. Access requires a signed Commercial Use License Agreement.

Development Attestation Service for Intel SGX – The development version is intended for test traffic and functional validation of the Attestation Service. The Development Attestation Service does not require a signed Commercial Use License Agreement, but does require the customer to provide some basic configuration information to Intel. Customer traffic may be throttled. Service level and availability may be lower than the Production Attestation Service.

Trusted Computing Base (TCB) – the critical parts of the platform that maintain the security of the Intel SGX enabled platform.

Secure SW Development Practices

For the most part software inside an enclave is just like any other software. To achieve optimal security it should be developed and validated with care. Placing software in an Intel SGX protected environment does not relieve the need for a software developer to follow good development techniques and secure programming practices. Specific enclave development issues are highlighted in the Developer Guide for Intel SGX that accompanies the Software Development Kit for Intel SGX. In addition, Licensees should:

1. Observe industry secure coding best practices for software development to avoid vulnerabilities (such practices might include a secure software development framework, coding standards, data input validation, least access possible, secure logging, and so on).
2. Address and fix significant security vulnerabilities within a reasonable time, or within a time frame established under existing disclosure arrangements between Intel and the Licensee, after becoming aware of the vulnerability.
3. Ensure that the licensed application installer, or the operating environment in which the application resides, includes the most current Platform Software (PSW) Installer for Intel SGX.
4. Ensure that end-users receive PSW updates via application update mechanism, or via the operating environment in which the application resides.
5. Observe best industry practices to: (i) not write malware, spyware or other nuisance software; (ii) not write poorly designed software that contains significant security vulnerabilities or that fails to deliver its security promise.
6. Construct Licensed Software Applications to enable complete removal on end user request, including removal of any sealed data.

Responsible Reporting to Intel

Where you, the Licensee, suspect that Intel software may have a bug or security flaw, you must privately inform Intel of the issue in a timely fashion and work with Intel to address the potential issue. Where applicable, this exchange of information should occur under existing disclosure arrangements between Intel and the Licensee. Intel will assess the issue and, if necessary, devise a remedy, taking into account the severity of the issue. Licensee must refrain from any public disclosure of the issue prior to reaching agreement with Intel on the timetable and content for such disclosure. For further details on reporting security issues to Intel see https://security-center.intel.com.

System Components for Intel SGX

Platform Software Installer for Intel SGX

The Platform Software (PSW) Installer for Intel SGX is a prerequisite to running Production Applications for Intel SGX on Intel SGX capable systems. Where the PSW for Intel SGX is not pre-installed by OEMs or the Operating System provider, all Licensed Applications for Intel SGX are required to include it as a component within their product installer. The PSW installer for Intel SGX performs standard version checking to determine if a current or newer version has been previously installed on the client machine.

Services for Intel SGX

Intel will provide an Attestation Service for Intel SGX for parties relying on Intel SGX to verify quotes received from an Intel SGX-capable platform. Developers should leverage the Development Attestation Service endpoint when developing and validating support for Intel SGX in their application. As a developer transitions to become a Licensee, the Licensee should migrate their application servers to use the Production Attestation Service endpoint.

Intel may introduce new versions of the Attestation Service over time, and will support a specified number of older versions. The Licensee is responsible for transitioning their application(s) and solution(s) to a supported version prior to the “end of support” date of an older version.

Trusted Computing Base (TCB) Updates

Intel may issue periodic updates to parts of the platform that are critical to Intel SGX. Some parts of the TCB are included in the Platform SW Installer (PSW). The Licensee is responsible for the delivery of this update.

Intel will provide communication on the definition and scope of issues related to a TCB update, including a list of affected components, and an SLA for updated component delivery.

A TCB Recovery Event is a strong indicator that an exploitable vulnerability existed and has been remediated. Such an update will coincide with Intel being able to issue a new attestation key to updated platforms.

The Licensee should consider the impact of a TCB update to their relying party software which makes use of the Attestation Service for Intel SGX.

Updates and Communication

As Intel produces updated versions of the PSW for Intel SGX, developers are expected to deploy the PSW update via their application’s product update delivery mechanism. The schedule for performing the update depends on the type of mechanism.

For Security Updates, Intel will issue a standard information advisory on https://security-center.intel.com upon discovery of a vulnerability with the distributable components of the PSW or SDK for Intel SGX.

For TCB Updates: evaluate the impact to the Application as well as the Application Server and take necessary action.

For Technology Updates – Intel will from time to time update the PSW, SDK, and Services. As Intel releases updates, we will work with Licensees to determine a transition period.

In general, Developers should subscribe to Intel SGX communications and promptly take the recommended action(s) (e.g., patch/update information, TCB recovery information, SDK / Platform Software updates, Service version updates), notify Intel of issues and follow the documented customer escalation process.

Enclave Signing Key Management

A Licensee’s enclave private signing key, if lost, could be used by malware to sign enclaves, including one that may be used to attest to the developer’s attestation server. Thus, loss of the Licensee’s enclave private signing key not only impacts the Licensee’s reputation but could also pose a significant risk of IP theft.

Licensees must inform Intel as soon as reasonably possible after becoming aware of any risk to, theft, or compromise of an enclave private signing key.

Intel recommends that developers and Licensees use a protected environment such as an HSM-managed enclave signing system for production signing (NOTE: This is only needed for production signing, not development (debug) signing. Production signing of enclaves is recommended to be performed after completing code reviews, security reviews, and functional validation).

Intel also recommends that developers and Licensees use industry best practices for key management to protect the enclave signing private key from theft (by insiders or external agents), compromise (accidental release or discovery due to negligence) or other abuse.

A sample reference for best practices:

https://www.thawte.com/code-signing/whitepaper/best-practices-for-code-signing-certificates.pdf