0% found this document useful (0 votes)
34 views

SDK License Agreement

This document is a software development kit (SDK) license agreement. It grants a license to the SDK subject to restrictions, including that the SDK can only be used internally and to develop software for Intel-based hardware. It also contains disclaimers of warranties and limitations of liability.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
34 views

SDK License Agreement

This document is a software development kit (SDK) license agreement. It grants a license to the SDK subject to restrictions, including that the SDK can only be used internally and to develop software for Intel-based hardware. It also contains disclaimers of warranties and limitations of liability.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 3

SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

THIS SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR
(“YOUR” OR “YOU”) USE OF THE ACCOMPANYING SOFTWARE (THE “SOFTWARE”) AND ALL DOCUMENTS
RELATED TO THE SOFTWARE (“DOCUMENTATION”). DO NOT COPY, INSTALL OR USE ALL OR ANY PART OF
THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY
COPYING, INSTALLING OR USING ALL OR ANY PART OFTHESOFTWARE, YOU AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO NOT COPY, INSTALL OR USE
THE SOFTWARE, AND PROMPTLY RETURN THE SOFTWARE TO INTEL CORPORATION (“INTEL”). IF YOU ARE
AN AGENT OR EMPLOYEE OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE
AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.

LICENSE. Subject to the terms and conditions of this Agreement, , Intel grants to You the following non-exclusive, non-
assignable, royalty-free limited right and license:

(1) under Intel’s copyrights to reproduce the Software to design, develop, debug or otherwise create or modify software
products (“Your Software Product”) for use on Intel-based hardware products only, subject to the following additional
grants and limitations for the following types of materials:

 Developer Tools (may include libraries, developer documentation, installation or development utilities): You
may use them only internally and You may not redistribute them;
 Header Files (source files for use by You for the purposes of using the Software as licensed hereunder): You
may use internallly only and not redistribute them with Your Software Product.
 Sample Source (may include example interface or application source code): You may copy, prepare derivative
works and compile the Sample Source and distribute it in Your Software Product in binary and source code
form provided however, that it is provided to the receiving party subject to a non-disclosure agreement at least
as protective as the CNDA (defined below);
 End-User Documentation includes textual materials intended for end users): You may copy, prepare
derivative works and distribute them solely with Your Software Product;
 Licensed Binaries (redistributable code provided in binary form which are marked as “Redistributables”) You
may copy and distribute Licensed Binaries with Your Software Product; and

(2) under Intel’s Licensed Patent Claims to make copies of the Software and use the Software solely in connection with
the license rights granted to you above, only within your facilities, and offer to distribute, and distribute, but not sell, the
Software only under the license under Intel’s copyrights granted above, and not as a sale; provided, however, that the
license under the Licensed Patent Claims does not and will not apply to any modifications to, or derivative works of, the
Software, whether made by you or any third party even if the modifications and derivative works are permitted above.
"Licensed Patent Claims” means the claims of Intel’s patents that are necessarily and directly infringed by the
reproduction of the Software that is authorized above when that Software is in its unmodified form as delivered by Intel
to you and not modified or combined with anything else. Licensed Patent Claims are only those claims that Intel can
license without paying, or getting the consent of, a third party.

RESTRICTIONS. Your use of the Software is expressly limited to and conditioned upon compliance with the following:

 You will not and will not allow any third party to make unauthorized copies of the Software.
 You will not and will not allow any third party to alter, remove or obscure any proprietary notices from the
Software relating to Intel’s intellectual property rights.
 You will not and will not allow any third aparty to use the Software to process the data of, or make the Software
available online for the use of, third parties.
 You will not and will not allow any third party to disassemble, decompile, or otherwise reverse engineer any
portion of the Software provided solely in binary form.
 You will make reasonable efforts to discontinue use of the portions of the Software that You are licensed
hereunder to use, upon Intel’s release of an update, upgrade or new version of the Software and to make
reasonable efforts to distribute such updates, upgrades or new versions to Your customers who have received
the Software herein.
Confidential

1
 You agree that You: (i) are solely responsible to Your customers for any update or support obligation or other
liability which may arise from the distribution, (ii) will not make any statement that Your Software Product is
"certified," or that its performance is guaranteed, by Intel, (iii) willnot use Intel's name or trademarks to market
Your Software Product without Intel’s prior written permission.

NO OTHER LICENSES OR RIGHTS. Except as expressly provided in this Agreement, Intel grants no other licenses or
rights to You to any Intel patents, copyrights, mask works, trade secrets, or other intellectual property under this
Agreement, expressly or by implication, estoppel, statute, or otherwise. As an essential basis of the bargain in this
Agreement, it is the mutual intention of the parties that no authorizations, covenants, licenses, or rights are granted by
Intel, expressly or by implication, estoppel, statute, operation of law or otherwise to any claims of any patents, patent
applications, or other patent rights of Intel or its affiliates other than the Licensed Patent Claims.

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.

NO SUPPORT. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but
is not obligated to support or update the Software.

FEEDBACK. This Agreement does not obligate You to provide Intel with comments or suggestions regarding the
Software. However, should You provide Intel with comments or suggestions for the modification, correction,
improvement or enhancement of (a) the Software or (b) Intel products or processes which work with the Software, you
grant to Intel a non-exclusive, irrevocable, worldwide, royalty-free license, with the right to sublicense Intel’s licensees
and customers, under Your intellectual property rights, the rights to use and disclose such comments and suggestions
in any manner Intel chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Intel’s
and its sublicensee’s products embodying such comments and suggestions in any manner and via any media Intel
chooses, without reference to the source.

CONFIDENTIALITY. The Software contains confidential and proprietary information of Intel and, together with the
terms and conditions of this Agreement and any other confidential information disclosed in the course of performance of
this Agreement, are subject to the applicable Corporate Non-Disclosure Agreement between You and Intel (“CNDA”), or
such other non-disclosure agreement as may be agreed to by the parties.

DISCLAIMEROF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND,
WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR
USAGE IN TRADE.

LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOSS OF GOODWILL,
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. THE
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN INTEL AND YOU. INTEL WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE
WITHOUT SUCH LIMITATIONS.
UNAUTHORIZED USE. THE SOFTWARE LICENSED HEREUNDER IS NOT DESIGNED, INTENDED, OR
AUTHORIZED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION
SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE
FAILURE OF THE SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. Should You use the Software for
any such unauthorized use, You hereby indemnify, defend, and hold Intel and its officers, subsidiaries and affiliates
harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or
indirectly, such use and any claim of product liability, personal injury or death associated with such unintended or
unauthorized use, even if such claim alleges that Intel was negligent regarding the design or development of the
Software.

Confidential

2
INDEMNIFICATION. You will defend, at Your own expense, any legal action brought against Intel to the extent that it is
based on any “Indemnified Claim,” which is any of the following claims or allegations: (1) that Your Software Product or
any other derivative works created using the Software or any part of the Software directly infringes on patents or
copyrights or constitutes a misappropriation of trade secrets of any third party; or (2) arising from or relating to Your
breach of any provision of this Agreement. You will pay any costs and damages finally awarded against Intel that are
attributable to any Indemnified Claim or that Intel incurs through settlement of an Indemnified Claim, but will not be
responsible for any compromise that Intel makes or expense that Intel incurs without Your consent. The defense and
payments are subject to the condition that Intel gives You prompt written notice of the Indemnified Claim, allows You to
direct the defense and settlement of the Indemnified Claim, and cooperates with You as necessary for defense and
settlement of the Indemnified Claim.

TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement at any time if You violate its terms. Upon
termination, You will immediately destroy, or return to Intel, the Software and all copies of the Software.

APPLICABLE LAWS. All disputes arising out of or related to this Agreement 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, excluding its
principles of conflict of laws. The parties agree the United Nations Convention on Contracts for the International Sale of
Goods (1980) is specifically excluded from and will not apply to this Agreement.

TAXES. Each party shall be responsible for the payment of its own tax liability arising from this transaction.

TRADE COMPLIANCE. You will not export, either directly or indirectly, any product, service or technical data or system
incorporating the Software without first obtaining any required license or other approval from the U. S. Department of
Commerce or any other agency or department of the United States Government. In the event any product is exported
from the United States or re-exported from a foreign destination by You, You will ensure that the distribution and
export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the
U.S. Export Administration Regulations and the appropriate foreign government. You agree that neither You nor any of
Your subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any
country for which the United States government or any agency thereof or the foreign government from where it is
shipping requires an export license, or other governmental approval, without first obtaining such license or approval.
ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights
or duties hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without Intel’s
express prior written consent, will be null and void. Intel may assign this Agreement, and its rights and obligations
under this Agreement, in its sole discretion. Except as provided above, the terms and conditions of this Agreement shall
bind and inure to each party’s successors and assigns.

GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software covered by this Agreement 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 Software covered by this Agreement.

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, understandings, negotiations, representations, warranties, conditions, and communications, oral or written,
between the parties relating to the subject matter. This Agreement, including without limitation, its termination, has no
effect on any signed non-disclosure agreements between the parties (including, without limitation, the CNDA referenced
above), which remain in full force and effect as separate agreements according to their terms. Intel is not obligated
under any other agreement unless it is in writing and signed by an authorized representative of Intel. 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, understandings, or communications between the parties that are
not expressly set forth in this Agreement. No modification or amendment to this Agreement will be effective unless in
writing and signed by authorized representatives of each party.

Confidential

You might also like