Intel End User License Agreement for Developer Tools (Version October 2021)

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 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, 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.

 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, 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; (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 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.

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. The term for any Pre-Release Materials terminates upon 
   release of a commercial version. This Agreement will terminate if You are in 
   breach of any of its terms and conditions. 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 October 2021)"); 
     except that Intel may make changes to this 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.

12.2 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 (i) into any U.S. embargoed countries or (ii) 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.

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.
