                                                            SOFTWARE LICENSE AGREEMENT  

DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED  
THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE  
TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  If You do not agree to be bound by, or the entity for  
whose benefit You act has not authorized You to accept, these terms and conditions, do not install, access, copy, o r use the Software  
and destroy all copies of the Software in Your possession.  

This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”)  
and You. “You” refers to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the terms  
and conditions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal  
authority to bind that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity.  Intel and You are  
referred to herein individually as a “Party” or, together, as the “Parties”.  

The Parties, in consideration of the mutual covenants contained in this Agreeme nt, and for other good and valuable consideration, the  
receipt and sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:   

1.  PURPOSE. You seek to obtain, and Intel desires to provide You, under the terms of this Agreement, Software solely for Your efforts  
to   develop   and   distribute   products   integrating   Intel   hardware   and   Intel   software.   “Software”   refers   to   certain   software or  
other collateral, including, but not limited to, related components, operating system, application program interfaces, device drivers,  
associated media, printed or electronic documentation and any updates, upgrades or releases thereto associated with Intel product(s),  
software or service(s). “Intel-based product” refers to a device that includes, incorporates, or implements Intel product(s), software or  
service(s).  

2.  LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions of this Agreement, Intel grants to You a limited,  
nonexclusive,  nontransferable,  revocable,  worldwide,  fully  paid-up license  during the  term  of this  Agreement,  without  the  right  to  
sublicense,  under  Intel’s  copyrights  (subject  to  any  third  party  licensing  requirements),  to  (i) internally prepare  derivative  works  (as  
defined in 17 U.S.C. § 101) of the Software (“Derivatives”), if provided or otherwise made available by Intel in source code form, and  
reproduce the Software, including Derivatives, in each case only for Your own internal evaluation, testing, validation, and development of  
Intel-based products and any associated maintenance thereof; (ii) reproduce, display, and publicly perform an object code representation  
of  the  Software,including  Your  Derivatives, in each case only  when  integrated  with  and  executed by an  Intel-based  product, subject  
to any  third  party  licensing  requirements;  and  (iii) distribute  an  object  code  representation  of the Software,  provided  by  Intel,  or  of  any  
Derivatives created by You, 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 Intel 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, including any Derivatives (and related end user documentation) created by You to Your Origin al Equipment  
Manufacturer (OEM), Original Device Manufacturer (ODM), distributors, or system integration partners (“Your Partner”) for use in accordance with  
the terms and conditions of this Agreement, provided Your Partner agrees to be fully bound by the terms hereof and provided t hat You will  
remain fully liable to Intel for the actions and inactions of Your Partner(s).  

3.  LICENSE RESTRICTIONS. All right, title and interest in and to the Software and associated documentation are and will remain the  
exclusive property of Intel and its licensors or suppliers. Unless expressly permitted under the Agreement, You will not, and will not  
allow any third party to (i) use, copy, distribute, sell or offer to sell the Software or associated documentation; (ii) modify, adapt, enhance,  
disassemble,  decompile,  reverse  engineer,  change  or  create  derivative  works  from  the  Software  except  and  only  to  the  extent  as  
specifically required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (ii i) use or  
make the Software available for the use or benefit of third parties; or (iv) use the Software on Your products other than those that  
include  the  Intel  hardware  product(s),  platform(s),  or  software  identified  in  the  Software;  or  (v)  publish  or  provide  any  Software  
benchmark or comparison test results. 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, servic e 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. You may not remove any copyright notices from the Software.  

4.  LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions,  
Your Derivatives or other communication regarding the features, funct ions, performance or use of the Software (“Feedback”).  If any  
portion of the Software is provided or otherwise made available by Intel in source code form, to the extent You provide Intel with  
Feedback in a tangible form, You grant to Intel and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty- 
free, fully paid-up and transferable license, to and under all of Your intellectual property rights, whether perfected or not, to publicly  
perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise  
exploit any comments, suggestions, descriptions, ideas, Your Derivatives or other feedback regarding the Software provided by You or on  
Your behalf.  

5. OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s)  
identified in the OSS comments in the applicable source code file(s) or file header(s) provided with or otherwise associated with the  
Software. Neither You nor any OEM, ODM, customer, or distributor may subject any proprietary portion of the Software to any OSS license  
obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software  
or any portion thereof to any OSS license obligation. Nothing in this Agreement limits any rights under, or grants rights that supersede,  
the terms of any applicable OSS license.  

6. THIRD PARTY SOFTWARE. Certain third party software provided with or within the Software may only be used (a) upon securing a  
license directly from the owner of the software or (b) in combination with hardware components purchased from such third party and  
(c) subject to further license limitations by the software owner. A listing of any such third party limitations is in one or more text files  
accompanying the Software. You acknowledge Intel is not providing You with a license to such third party software and further that it  
is Your responsibility to obtain appropriate licenses from such third parties directly.  

7. CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged confidential information, as well as the Software are  
subject to the terms and conditions of the Non-Disclosure Agreement(s) or Intel Pre-Release Loan Agreement(s) (referred to herein  
collectively  or  individually  as  “NDA”)  entered  into  by  and  in  force  between  Intel  and  You,  and  in  any  case  no  less  confidentiality  
protection than You apply to Your information of similar sensitivity. If You would like to have a contractor perform work on Your behalf  
that requires any access to or use of Software, You must obtain a written confidentiality agreement from the contractor which contains  
terms and conditions with respect to access to or use of Software no less restrictive than those set forth in this Agreement, excluding  
any distribution rights and use for any other purpose, and You will remain fully liable to Intel for the actions and inactions of those  
contractors. You may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written  
consent.  

8.  NO OBLIGATION; NO AGENCY. Intel may make changes to the Software, or items referenced therein, at any time without notice. Intel  
is not obligated to support, update, provide training for, or develop any further version of the Software or to grant any license thereto.  
No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.  

9.  EXCLUSION OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY  
KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does  
not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items within the  
Software.  

10.  LIMITATION  OF  LIABILITY.  IN  NO  EVENT  WILL  INTEL  OR  ITS  AFFILIATES,  LICENSORS  OR  SUPPLIERS  (INCLUDING  THEIR  
RESPECTIVE  DIRECTORS,  OFFICERS,  EMPLOYEES,  AND  AGENTS)  BE  LIABLE  FOR  ANY  DAMAGES  WHATSOEVER  (INCLUDING,  
WITHOUT  LIMITATION,  LOST  PROFITS,  BUSINESS  INTERRUPTION,  OR  LOST  DATA)  ARISING  OUT  OF  OR  IN  RELATION  TO  THIS  
AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY  
OF  SUCH  DAMAGES.  SOME  JURISDICTIONS  PROHIBIT  EXCLUSION  OR  LIMITATION  OF  LIABILITY  FOR  IMPLIED  WARRANTIES  OR  
CONSEQUENTIAL  OR  INCIDENTAL  DAMAGES,  SO  THE  ABOVE  LIMITATION  MAY  IN  PART  NOT  APPLY  TO  YOU.  THE  SOFTWARE  
LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS,  
TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF  
THE SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM  
JURISDICTION TO JURISDICTION. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL  
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE  
THE SOFTWARE WITHOUT SUCH LIMITATIONS. 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  
UNINTENDED  USE,  EVEN  IF  SUCH  CLAIM  ALLEGES  THAT  INTEL  OR  AN  INTEL  AFFILIATE,  LICENSORS OR  SUPPLIER  WAS  NEGLIGENT  
REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE.  

11. TERMINATION AND SURVIVAL. 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 of its terms or conditions. Upon termination, You will im mediately  
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).  Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately.  
All Sections of this Agreement, except Section 2, will survive termination.  

12. GOVERNING LAW AND JURISDICTION. This Agreement and any dispute arising out of or relating to it will be governed by the laws  
of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties exclude the application of the United Nations  
Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have  
exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and  
venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may e nforce that  
judgment in any court that has jurisdiction over the Parties.  

13.  EXPORT REGULATIONS/EXPORT CONTROL. You agree that neither You nor Your subsidiaries will export/re-export the Software,  
directly  or  indirectly,  to  any  country  for  which  the  U.S.  Department  of  Commerce  or  any  other  agency  or  department  of  the  U.S .  
Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without  
first obtaining any such required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign  
destination by You or Your subsidiary, You will ensure that the distribution and export/re-export or import of the Software complies  
with  all  laws,  regulations,  orders,  or  other  restrictions  of  the  U.S.  Export  Administration  Regulations  and  the  appropriate  f oreign  
government.  

14. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial  
computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212). Consistent with  
48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You will not provide the Software to the U.S. Government. Contractor  
or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.  

15. ASSIGNMENT.  You  may  not  delegate,  assign  or  transfer  this  Agreement,  the  license(s)  granted  or  any  of  Your  rights  or  duties  
hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without Intel’s express prior written  
consent, will be null and void. Intel may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its  
sole discretion.  

16.  ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA with Intel constitute the entire  
agreement between the parties with respect to the subject matter hereof, and merge and supersede all prior or contemporaneous  
agreements, understandings, negotiations and discussions. Neither Party will be bound by any terms, conditions, definitions, warranties,  
understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. In the event any  
provision of this Agreement is unenforceable or invalid under any applicable law or applicable court decision, such unenforceability or  
invalidity will not render this Agreement unenforceable or invalid as a whole, instead such provision will be changed and interpreted  
so as to best accomplish the objectives of such provision within legal limits.  

17. WAIVER. The failure of a Party to require performance by the other Party of any provision hereof will not affect the full right to  
require such performance at any time thereafter; nor will waiver by a Party of a breach of any provision hereof constitute a waiver of  
the provision itself.  

18.  PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INT EL’S PRIVACY NOTICE, 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 A  
                                                    INTEL END USER SOFTWARE LICENSE AGREEMENT  
                                             IMPORTANT -  READ BEFORE COPYING, INSTALLING OR USING.  

THE  FOLLOWING  NOTICE,  OR  TERMS  AND  CONDITIONS  SUBSTANTIALLY  IDENTICAL  IN  NATURE  AND  EFFECT,  MUST  APPEAR  IN  THE  
DOCUMENTATION ASSOCIATED WITH THE INTEL-BASED PRODUCT INTO WHICH THE SOFTWARE IS INSTALLED. MINIMALLY, SUCH NOTICE  
MUST APPEAR IN THE USER GUIDE FOR THE PRODUCT. THE TERM “LICENSEE” IN THIS TEXT REFERS TO THE END USER OF THE PRODUCT.  

LICENSE.  Licensee  has  a  license  under  Intel’s  copyrights  to  reproduce  Intel’s  Software  only  in  its  unmodified  and  binary  form,  (with  the  
accompanying  documentation,  the  “Software”)  for  Licensee’s  personal  use  only,  and  not  commercial  use,  in  connectio n  with  Intel-based  
products for which the Software has been provided, subject to the following conditions:  

             (a)                Licensee may not disclose, distribute or transfer any part of the Software, and You agree to prevent unauthorized copying  
                         of the Software.  
             (b)                Licensee may not reverse engineer, decompile, or disassemble the Software.  
             (c)                 Licensee may not sublicense the Software.  

             (d)                The Software may contain the software and other intellectual property of th ird party suppliers, some of which may be  
                         identified in, and licensed in accordance with, an enclosed license.txt file or other text or file.  
             (e)                 Intel has no obligation to provide any support, technical assistance or updates for the Software.  

OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Intel or its licensors or suppliers. The Software  
is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove  
any copyright notices from the Software. Except as otherwise expressly provided above, Intel grants no express or implied rig ht under Intel  
patents, copyrights, trademarks, or other intellectual property rights. Transfer of the license terminates Licensee’s right to use the Software.  

DISCLAIMER  OF  WARRANTY.  The  Software  is  provided  “AS  IS”  without  warranty  of  any  kind,  EITHER  EXPRESS  OR  IMPLIED,  INCLUDING  
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTIC ULAR PURPOSE.  

LIMITATION OF LIABILITY. NEITHER INTEL NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE,  
INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS  
AGREEMENT OR OTHERWISE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate Licensee to provide Intel with comments or suggestions  
regarding the Software. However, if Licensee provides Intel with comments or suggestions for the modification, correction, improvement or  
enhancement  of  (a) the  Software  or  (b)  Intel  products  or  processes  that  work  with  the  Software,  Licensee  grants  to  Intel  a  non-exclusive,  
worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Licensee’s intellectual property rights, to  
incorporate or otherwise utilize those comments and suggestions.  
TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license at any time if Licensee is in breach of any of its terms or  
conditions. Upon termination, Licensee will immediately destroy or return to Intel all copies of the Software.  
THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.  

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial computer  
software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212), consistent with 48 C.F.R. 12.212 and  
48  C.F.R  227.7202-1  through  227.7202-4.  You  will  not  provide  the  Software  to  the  U.S.  Government.  Contractor  or  Manufacturer  is  Intel  
Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.  

EXPORT LAWS. Licensee agrees that neither Licensee nor Licensee’s subsidiaries will export/re-export the Software, directly or indirectly, to any  
country for which the U.S. Department of Commerce or any other agency or  department of the U.S. Government or the foreign government  
from  where  it  is  shipping  requires  an  export  license,  or  other  governmental  approval,  without  first  obtaining  any  such  requir ed  license  or  
approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by Licensee, Licensee will ensure that  
the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or other restrictions of the U.S. Export  
Administration Regulations and the appropriate foreign government.  

APPLICABLE LAWS. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. a nd Delaware,  
without  regard  to  conflict  of  laws  principles.  The  Parties  to  this  Ag reement  exclude  the  application  of  the  United  Nations  Convention  on  
Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over  
any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that  
obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction  
over the Parties.  
Licensee’s specific rights may vary from country to country.  
  
