               Intel End User License Agreement for Developer Tools (Version April 2023)  
  
         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 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 use the Materials.  
  
1.    LICENSE DEFINITIONS.  
  
      A.   “Cloud Provider” means a third party  service  provider  offering a cloud-based platform,  
           infrastructure, application or storage services, such as Microsoft Azure, Google Cloud or  
           Amazon Web Services , which You  may  only  utilize to host  the Materials  subject to the  
           restrictions set forth in Section 2.3 B.  
        
      B.   “Derivative Work” means a derivative work, as defined in 17 U.S.C. § 101, of the Source  
           Code.  
             
      C.   “Executable  Code”  means  computer  programming  code  in  binary  form  suitable  for  
           machine  execution  by  a  processor  without  the  intervening  steps  of  interpretation  or  
           compilation.  
             
      D.   "Materials"  mean  the  software,  documentation,  the  software  product  serial  number  or  
           product keys, and other collateral, including any updates, made available to You  by Intel  
           under this Agreement. Materials include Redistributables, Executable Code, Source Code,  
           Sample Source Code, and Pre-Release Materials, but do not include Third Party Software.  
             
      E.   “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 (i) which may not be fully functional  or tested and may  contain bugs or  
           errors; (ii) which Intel may substantially modify in  its development of a production version;  
           or  (iii) for which Intel makes no assurances that it will ever develop or make  a production  
           version generally available.  Pre-Release Materials are subject to the terms of Section 3.2  
           and not Section 2.1.  
             
      F.   “Reciprocal  Open  Source  Software”  means  any  software  that  is  subject  to  a  license  
           which requires that (i) it must be distributed in source code form; (ii) it must be licensed  
           under the same open source license terms; and (iii) 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.  
        
      G.   "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.  
  
      H.   “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 or validated  
           by Intel and is provided purely as a programming example.  
        
      I.   “Source Code” means the software portion of the Materials provided in human readable  
           format.  

      J.    “Third Party Software” mean the files (if any) listed in the “third-party-software.txt” or other  
           similarly-named text file that may be included in the Materials for the applicable software.  
           Third Party Software is subject to the terms of Section 2.2.  
             
      K.    “Your Product” means one or more applications, products or projects developed by or for  
           You using the Materials.  
        
2.    LICENSE GRANTS.  
        
2.1  License to the Materials. Subject to the terms and conditions of this Agreement ,  Intel grants  
      You a  non-exclusive, worldwide, non-assignable, non-sublicensable, limited right and license  
      under its copyrights, to:  
             
      A.    reproduce internally a reasonable number of copies of the Materials for Your  personal or  
            business use;  
        
      B.    use the Materials  solely for Your  personal or  business use to develop Your Product, in  
            accordance with the documentation included as part of the Materials;   
        
      C.    modify or create  Derivative Works only  of the  Redistributables,  or any portions, that are  
            provided to You in Source Code;  
        
      D.    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 or any portions  made pursuant to Section 2.1.C  subject to the following  
            conditions:  
             
            (1)  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;  
             
            (2)  You must only distribute the Redistributables originally provided to You by Intel only in  
                 Executable Code subject to a license agreement that prohibits  reverse engineering,  
                 decompiling or disassembling the Redistributables;  
             
            (3)  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  of  the  
                 Redistributables provided in Source Code) solely as incorporated in Your Product; and  
             
            (4) You: (i) will be solely responsible to Your customers for any update, support obligation  
                 or other obligation or liability which may arise from the 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, (iv) will comply with any additional restrictions  
                 which are included in the text files with the Redistributables and in Section 3 below,  
                 (v) will indemnify, hold harmless, and defend Intel and its suppliers from and against  
                 any claims or lawsuits, costs, damages, and expenses, including attorney's fees, that  
                 arise or result from (a) Your modifications or Derivative Works of the Materials or (b)  
                 Your distribution of Your Product .  
  
2.2  Third  Party  Software.  Third  Party  Software,  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 Software.  
  
2.3  Third Party Use.     
  
     A.    If You are an entity, Your contractors may use the Materials under the license specified in  
           Section 2, 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, misuse or disclosure 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 3.1(xi); (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,  costs, damages,  and expenses,  including attorney's  
           fees,  that  arise  or  result  from  Your  Cloud  Provider’s  use,  misuse  or  disclosure  of  the  
           Materials.  
  
3.   LICENSE CONDITIONS.  
       
3.1  Restrictions.  Except  as  expressly  provided  in  this  Agreement,  You  may  NOT:  (i)  use,  
     reproduce, disclose, 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, alter, or translate the Materials in whole or in part, including during execution; (v) reverse  
     engineer, decompile, or disassemble the Materials, or otherwise attempt to derive the source  
     code or operation of the  Materials; (vi) work around any technical limitations in the  Materials;  
     (vii) distribute, sublicense or transfer any  Source Code,  modifications or Derivative Works  of  
     any Source Code to any third party; (viii) remove, minimize, block or modify any notices of Intel  
     or its suppliers in the  Materials;  (ix)  include the Redistributables in malicious, deceptive, or  
     unlawful  programs  or  products  or  use  the  Materials  in  any  way  that  is  against  the  law;  (x)  
     modify, create a Derivative Work, link, or distribute the Materials so that any part of it becomes  
     Reciprocal Open Source Software; (xi) 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 part of that service, such as the salesforce.com service business model).  
  
3.2 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 from such use.    
  
3.3  Safety-Critical,  and  Life-Saving  Applications;  Indemnity.  The  Materials  may  provide  
     information  relevant  to  safety-critical  applications  (“Safety-Critical  Applications”)  to  allow  
     compliance with functional safety standards or requirements.  You  acknowledge  and agree  
     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 ensure that there are 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 life-saving systems) (“Life-Saving  
     Applications”),  You  agree  to  indemnify,  defend,  and  hold  Intel  and  its  representatives  
     harmless against any claims or lawsuits, costs, damages, and expenses, including reasonable  
     attorney fees, arising in any way out of Your use of the Materials in Safety-Critical Applications  
     or  Life-Saving 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.  
       
3.4   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.    DATA COLLECTION AND PRIVACY.  
  
4.1  Data Collection. The Materials may collect anonymous data and/or optional data (which may  
      include  other  anonymous  and/or  non-anonymous  data)  about  the  Materials  and/or  Your  
      development environment and transmit that data to Intel;  however, optional data will not be  
      transmitted to Intel without Your permission. All data collection by Intel is performed pursuant  
      to relevant privacy laws, including notice and consent requirements .  
  
4.2  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.  
  
5.    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. 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.  
  
6.    NO WARRANTY AND NO SUPPORT.    
  
6.1  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 liability.  
  
6.2  No  Support;  Priority  Support.  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 free community and  
      paid  priority  support  options.  More  information  on  these  support  options  can  be  found  at:  
      https://software.intel.com/content/www/us/en/develop/support/priority-support.html.  
       
7.    LIMITATION OF LIABILITY.    
  
7.1  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 7).  
  
7.2  Intel’s total cumulative liability to You, including for direct damages for claims relating  
      to  this  Agreement,  and  whether  for  breach  of  contract,  negligence,  or  for  any  other  
      reason, will not exceed $100.  
  
7.3  You  acknowledge  that  the  limitations  of  liability  provided  in  this  Section  7  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.  
  
8.   USER SUBMISSIONS.  Should you provide Intel with comments, modifications, corrections,  
     enhancements or other input (“Feedback”) related to the  Materials,  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.  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.  
  
9.   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 9 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.  
  
10.  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. This Agreement  
     will terminate immediately if You are in breach of any of its terms and conditions. The term for  
     Pre-Release Materials terminates immediately upon release of a commercial version or at any  
     time upon notice from Intel.  Upon termination, You will promptly destroy the Materials and all  
     copies.  In the event  of termination  of  this Agreement, Your  license 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, 2.1.D(4)(v),  2.2,  2.3.A(iii),  2.3.B(iii), 3.3, 5, 6, 7, 8, 9, 10 (with respect to these survival  
     provisions in the last sentence), and 12 will survive expiration or termination of this Agreement.  
  
11.  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.  
  
12.  GENERAL PROVISIONS.  
             
12.1  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.  Each  party  acknowledges  and  
        agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely  
        on, any oral or written representations, warranties, conditions, understanding, or  
        communications between the parties that are not expressly set forth in this Agreement. The  
        express  provisions  of  this  Agreement  control  over  any  course  of  performance,  course  of  
        dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The  
        provisions  of  this  Agreement  will  prevail  notwithstanding  any  different,  conflicting,  or  
        additional provisions that may appear on any purchase order, acknowledgement, invoice, or  
        other writing issued by either party in connection with this Agreement. No modification or  
        amendment to this Agreement will be effective unless in writing and signed by authorized  
        representatives of each party, and must specifically identify this Agreement by its title and  
        version (e.g., “Intel End User License Agreement for Developer Tools (Version April 2023)”).  
        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.    
       
12.2  TRADE COMPLIANCE. You must comply with all applicable laws and regulations of the U.S.  
        and other countries governing the  export, re-export, import, transfer, distribution,  use, and  
        servicing (“Export”) of the Materials and all related materials provided by Intel.  In particular,  
        but without limitation, You  must not, without first obtaining all authorizations required by all  
        applicable  laws  and  regulations,  Export  Materials  or  any  related  materials  (a)  to  any  
        prohibited or restricted entity or country; or (b) for the development, design, manufacture, or  
        production of nuclear, missile, chemical,  or biological weapons,  or for any other purpose  
        prohibited  by  all  applicable  governments.  Upon  Intel’s  request,  You  will  provide  export  
        classifications for all  Materials and technical data. Intel will not be obligated to perform any  
        of  its  obligations  under  this  Agreement  if  performance  would  result  in  violation  of  any  
        applicable trade or sanctions controls or restrictions. No failure or delay on the part of Intel  
        to exercise any right under this clause will operate as a waiver of this clause.  
       
12.3   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.  
             
12.4   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.  
  
