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GRAPHIC DRIVERS SOFTWARE LICENSE AGREEMENT (Version January 2020)

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

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

IF YOU ARE AN ORIGINAL EQUIPMENT MANUFACTURER ("OEM"), INDEPENDENT HARDWARE VENDOR


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

_______________________________________

APPENDIX A
END USER SOFTWARE LICENSE AGREEMENT

1. DEFINITIONS

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

"Intel-based Product" means a device that includes, incorporates, or implements


Intel product(s), software or service(s).

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

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

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

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

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

5. NO WARRANTY AND NO SUPPORT.

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

5.2 No Support. Intel may make changes to the Software, or to items referenced
therein, at any time without notice, but is not obligated to support, update or
provide training for the Software under the terms of this Agreement.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL BE LIABLE FOR ANY DIRECT,


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

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

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

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

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

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

12. EXPORT. You acknowledge that the Software and all related technical information
are subject to export controls and You agree to comply with all laws and
regulations of the United States and other applicable governments governing export,
re-export, import, transfer, distribution, and use of the Software. In particular,
but without limitation, the Software may not be exported or re-exported (a) into
any U.S. embargoed countries or (b) to any person or entity listed on a denial
order published by the U.S. government or any other applicable governments. By
using the Software, You represent and warrant that You are not located in any such
country or on any such list. You also agree that You will not use the Software for,
or sell or transfer the Software to a third party who is known or suspected to be
involved in, any purposes prohibited by the U.S. government or other applicable
governments, including, without limitation, the development, design, manufacture,
or production of nuclear, missile, chemical or
biological weapons.

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

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

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

16. WAIVER. A party's failure or delay in enforcing any provision of this Agreement
will not operate as a waiver of the right to enforce that provision or any other
provision of this Agreement at any time. No waiver of any provision of this
Agreement will be valid unless in writing, specifying the provision to be waived,
and signed by the party agreeing to the waiver.

17. GOVERNING LANGUAGE. The official language of this Agreement is the English
language. If You received a copy of this Agreement translated into another
language, the English language version of this Agreement will prevail in the event
of any conflict between versions.
18. THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User
License Agreement and has the right to enforce all of its terms.

19. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL'S PRIVACY NOTICE, AS
UPDATED FROM TIME TO TIME, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE
PRIVACY NOTICE AT HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES
AND SHARES INFORMATION ABOUT YOU.

_______________________________________

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

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

1. DEFINITIONS

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


Exhibit B, if applicable.

"Intel-based Product" means a device that includes, incorporates, or implements


Intel product(s), software or service(s).

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

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

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

3. RESTRICTIONS. Except as expressly permitted under this Agreement, You will not,
and will not allow any third party to: (i) use, copy, distribute, publicly perform,
publicly display, sell or offer to sell the Software or associated documentation;
(ii) share, publish, transfer, rent or lease the Software to any third party; (iii)
modify, create derivative works, adapt, or translate the Software in whole or in
part except and only to the extent as specifically required by mandatory applicable
laws or any applicable third party license terms accompanying the Software; (iv)
reverse engineer, decompile, or dissemble the software, or otherwise attempt to
derive the source code for the Software; (v) modify, create derivative works, link,
or distribute the Software so that any part of it becomes Reciprocal Open Source
Software; (vi) work around any technical limitations in the Software or attempt to
modify or tamper with the normal function of any license manager that may regulate
usage of the Software; (vii)
distribute, sublicense or transfer the source code form of any components of the
Software to any third party; (viii) use or make the Software available for the use
or benefit of third parties; (ix) use the Software in or with products other than
products that include the Intel hardware product(s), platform(s), or software
identified in the Software; (x) publish or provide any Software benchmark or
comparison test results; (xi) remove, minimize, block or modify any copyright
notices or other notices of Intel or its suppliers in the Software; or (xii)
include the Software in malicious, deceptive, or unlawful programs or products or
use the Software in any way that is against the law.
You acknowledge that an essential basis of the bargain in this Agreement is that
Intel grants You no licenses or other rights including, but not limited to, patent,
copyright, trade secret, trademark, trade name, service mark or other intellectual
property licenses or rights with respect to the Software and associated
documentation, by implication, estoppel or otherwise, except for the licenses
expressly granted above. You acknowledge there are significant uses of the Software
in its original, unmodified and uncombined form.

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

5. NO WARRANTY AND NO SUPPORT.

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

5.2 No Support. Intel may make changes to the Software, or to items referenced
therein, at any time without notice, but is not obligated to support, update or
provide training for the Software under the terms of this Agreement.

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

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

8. SAFETY, CRITICAL, AND LIFESAVING APPLICATIONS. The Software may provide


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

9. CONFIDENTIALITY. If the parties have entered into a non-disclosure agreement,


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

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

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

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

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

14. EXPORT. You acknowledge that the Software and all related technical information
are subject to export controls and you agree to comply with all laws and
regulations of the United States and other applicable governments governing export,
re-export, import, transfer, distribution, and use of the Software. In particular,
but without limitation, the Software may not be exported or re-exported (a) into
any U.S. embargoed countries or (b) to any person or entity listed on a denial
order published by the U.S. government or any other applicable governments. By
using the Software, You represent and warrant that You are not located in any such
country or on any such list. You also agree that You will not use the Software for,
or sell or transfer them to a third party who is known or suspected to be involved
in, any purposes prohibited by the U.S. government or other applicable governments,
including, without limitation, the development, design, manufacture, or production
of nuclear, missile, chemical or biological weapons.

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

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

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

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

19. WAIVER. A party's failure or delay in enforcing any provision of this Agreement
will not operate as a waiver of the right to enforce that provision or any other
provision of this Agreement at any time. No waiver of any provision of this
Agreement will be valid unless in writing, specifying the provision to be waived,
and signed by the party agreeing to the waiver.
20. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL'S PRIVACY NOTICE, AS
UPDATED FROM TIME TO TIME, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE
PRIVACY NOTICE AT HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES
AND SHARES INFORMATION ABOUT YOU.

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

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

_______________________________________

EXHIBIT 1 TO APPENDIX B
PRE-RELEASE SOFTWARE LICENSE TERMS

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

1. ADDITIONAL DEFINITIONS

"Pre-Release Software" is pre-release, prototype, alpha, beta, or other non-


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

2. LICENSE GRANT TO PRE-RELEASE SOFTWARE. Subject to the terms and conditions of


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

3. The Pre-Release Software is Intel confidential information and is subject to


Section 9 of Appendix B.

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