License Agreement to Download


Intel® SCS License Agreement


IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING

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

Please Also Note:

· If you are an Original Equipment Manufacturer (OEM), Independent Hardware Vendor (IHV), Independent Software Vendor (ISV), IT Outsourcer (ITO) or System Integrator (SI), this complete INTEL SCS LICENSE AGREEMENT applies;

· If you are an end-user, then only Exhibit A hereto applies, the INTEL END-USER SOFTWARE LICENSE AGREEMENT (Final, Site License).

For OEMs, IHVs, ISVs, ITOs and SIs:

LICENSE.

This Software is licensed for use only in conjunction with Intel microprocessor products. Use of the Software not in conjunction with Intel microprocessor products is not licensed hereunder. Subject to the terms of this Agreement, Intel grants to you a nonexclusive, non-transferable, worldwide, revocable, fully paid-up license under Intel’s copyrights to:

· use and copy Software internally for your own development and maintenance purposes; and

· copy and distribute Software to your end-users, but only (a) bundled with your own technology, and (b) under an end-user license agreement with terms at least as restrictive as those contained in the Intel End-User Software License Agreement (Final, Site License), attached hereto as Exhibit A.

If you are not the final manufacturer or vendor of a computer system or software program bundled with the Software, then you may transfer a copy of the Software (including the end-user documentation) to your recipient for use in accordance with the terms of this Agreement, provided such recipient agrees to be fully bound by the terms hereof.

Additional Restrictions

· You shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose any of the Software to any third party (other than to end-users in accordance with the terms of this Agreement).

· You shall not reverse-compile, disassemble or otherwise reverse-engineer the Software.

· You shall not modify or create any derivative works of the Software.

· The Software may include portions offered on terms in addition to those set out here, as set forth in a license accompanying those portions.

Except as expressly stated in this Agreement, no license or right is granted to you, directly or by implication, inducement, estoppel or otherwise. Intel shall have the right to inspect or have an independent auditor inspect your relevant records to verify your compliance with the terms and conditions of this Agreement.

CONFIDENTIALITY.

If you wish to have a third party consultant or subcontractor ("Contractor") perform work on your behalf which involves access to or use of Software, you shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access to or use of Software no less restrictive than those set forth in this Agreement and excluding any distribution rights, and use for any other purpose. Otherwise, you shall not disclose the terms or existence of this Agreement or use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent. You do not have any rights to use any Intel trademarks or logos.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS.

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

SUPPORT SERVICES.

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

LIMITED MEDIA WARRANTY.

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

EXCLUSION OF OTHER WARRANTIES.

EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software or associated documentation.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

TERMINATION OF THIS AGREEMENT.

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

APPLICABLE LAWS; EXPORT COMPLIANCE; ENTIRE AGREEMENT; MODIFICATION.

Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflict of laws. Intel and you hereby agree to jurisdiction and venue in the courts of the State of Delaware or federal courts located in Delaware for all disputes and litigation arising under or relating to this Agreement, and this Agreement shall be considered to have been signed in the United States by both Intel and you. Intel and you agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement. This provision is meant to comply with 6 Del. C. Section 2708(a). You may not export the Software in violation of applicable export laws and regulations. This is our entire agreement regarding this subject matter and supersedes any previous agreements regarding this subject matter. Intel will not be obligated under any other amendments, modifications or other agreements regarding this subject matter unless they are in writing and signed by an authorized representative of Intel.

GOVERNMENT RESTRICTED RIGHTS.

The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or their successors. Use of the Software by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052.

EXHIBIT “A”

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

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING

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

LICENSE.

This Software is licensed for use only in conjunction with Intel component products. Use of the Software not in conjunction with Intel component products is not licensed hereunder. You may copy the Software (including its associated documentation) onto your organization's computers for your organization's internal use, and you may make a reasonable number of back-up copies of the Software, subject to these conditions:

1. You may not copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software.

2. You may not reverse engineer, decompile, or disassemble the Software.

3. You may not sublicense the Software.

4. The Software may include portions offered on terms in addition to those set out here, as set forth in a license accompanying those portions.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS.

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

SUPPORT SERVICES.

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

LIMITED MEDIA WARRANTY.

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

EXCLUSION OF OTHER WARRANTIES.

EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software or associated documentation.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

TERMINATION OF THIS AGREEMENT.

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

APPLICABLE LAWS; EXPORT COMPLIANCE; ENTIRE AGREEMENT; MODIFICATION.

Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflict of laws. Intel and you hereby agree to jurisdiction and venue in the courts of the State of Delaware or federal courts located in Delaware for all disputes and litigation arising under or relating to this Agreement, and this Agreement shall be considered to have been signed in the United States by Intel and you. Intel and you agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement. This provision is meant to comply with 6 Del. C. Section 2708(a). You may not export the Software in violation of applicable export laws and regulations. This is our entire agreement regarding this subject matter and supersedes any previous agreements regarding this subject matter. Intel will not be obligated under any amendments, modifications or other agreements regarding this subject matter unless they are in writing and signed by an authorized representative of Intel.

GOVERNMENT RESTRICTED RIGHTS.

The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or their successors. Use of the Software by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA, USA 95052.