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

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 oneAPI End User License
     Agreement (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.
