SOFTWARE LICENSE AGREEMENT

This LIMITED DISTRIBUTION LICENSE AGREEMENT ("Agreement") is a contract
between you and Intel Corporation and its affiliates ("Intel") and 
governs any use of Material. If you use Material on behalf of or in 
conjunction with your work for your employer, you represent and warrant 
that you have the authority to bind your employer to this Agreement. 
By downloading, installing, or using Material, you accept these terms. 
If you do not accept these terms, do not use any Material and destroy 
all copies. 


1 DEFINITIONS. 

1.1 "Including", and its variants, means including but not limited 
to, whether or not capitalized. 

1.2 "Intel Component" means a hardware component or product 
designed, developed, sold, or distributed by Intel. 

1.3 "Material" means software, hardware description language 
code, or other computer files, information or collateral Intel 
delivers to you under this Agreement. 

1.4 "You" or "Your" means you or you and your employer and its 
affiliates, whether or not capitalized. 

1.5 "Your Product" means product developed or to be developed 
by or for you that includes an Intel Component implementing or 
executing Material. 


2 LICENSES. 

2.1 License. Subject to the terms of this Agreement, Intel grants 
to You, for the Term, a personal, limited, non-transferable, nonexclusive, 
worldwide, revocable, fully paid-up license under Intel's 
intellectual property rights in the Material, without the right to 
sublicense, to: 
a) develop Your Product; 
b) modify Material delivered as source code (or its equivalent); 
and 
c) distribute Material, as delivered by Intel or as modified by You, 
as object code (or its equivalent), in Your Product, provided Your 
distribution is subject to terms and conditions consistent with 
Your rights and obligations under this Agreement. 

2.2 Subcontractor. You may disclose Material to your 
subcontractor for its work on Your Product under an agreement 
preventing the subcontractor from disclosing Material to others. 
You will be liable for the acts or omissions of your subcontractor, 
including unauthorized disclosure of confidential information. 

2.3 Restrictions. Except as authorized above, you will not: (a) use 
or modify Material in any other way; (b) reverse engineer, 
decompile, or disassemble Material provided as object code 
(except as required by applicable law or under an applicable open 
source license), or (c) use Material to violate or aid in the violation 
of any international human right. 

2.4 No Implied License. Except for the express license in Section 
2.1 Intel does not grant you (i) any express or implied license 
under any legal theory, or (ii) or any license to make, have made, 
use, sell, offer for sale, import, or otherwise dispose of any Intel 
technology or third-party products, or perform any patented 
process, even if referenced in the Material. Any other licenses 
from Intel require additional consideration. Nothing in this 
Agreement requires Intel to grant any additional license. 

2.5 Feedback. If you give Intel comments or suggestions related 
to Intel Components or Intel confidential information provided in 
connection with this Agreement, including Material, Intel can use 
them in any way and disclose them to anyone, without payment 
or other obligations to you. 

2.6 Open Source Licenses. The Material may include software 
subject to an open source license, including Open Source Initiative 
approved licenses (http://www.opensource.org). Nothing in this 
Agreement limits or grants any rights under, or that supersede, 
the terms of any applicable open source license. 

2.7 Third-Party Software. Your use of certain third-party 
software with or within the Material is subject to your compliance 
with licensing you obtain directly from that third-party. A listing of 
any such third-party software may accompany the Material. 


3 CONFIDENTIALITY. The terms of this Agreement and the 
Material are Intel confidential information and subject to your 
valid corporate non-disclosure agreement with Intel (CNDA). 
Except as authorized in Section 2.1, you must not disclose this 
information to anyone, including the U.S. government. This 
Agreement will not become effective, or will automatically 
terminate, in the absence of a CNDA. This Agreement will take 
precedence in the event of a conflict with the CNDA. 


4 OWNERSHIP. Ownership of the Material and related intellectual 
property rights is unchanged. You must maintain all copyright or 
other proprietary notices in the Material. 


5 NO WARRANTY. The Material is provided "as is," without any 
express or implied warranty of any kind including warranties of 
merchantability, non-infringement, title, or fitness for a 
particular purpose. The Material may be pre-release and may 
not be fully functional. Intel is not required to maintain, update, 
or support any Material. 


6 LIMITATION ON LIABILITY. Your use of Material is at your own 
risk. Intel will not be liable to you under any legal theory for any 
losses or damages in connection with the Material or your use of 
Material, including consequential damages, even if the 
possibility of damages was foreseeable or known. If any liability 
is found, Intel's total, cumulative liability to you for all claims 
arising from or related to this Agreement will not exceed $100.00 
U.S. These liability limitations are a fundamental basis of our 
bargain and Intel would not have entered into this Agreement 
without them. 


7 INDEMNITY. You will indemnify, defend, and hold Intel harmless 
from any allegation against Intel arising in connection with your 
use of Material and you will pay all of Intel's losses, liabilities, and 
costs (including reasonable attorneys' fees) arising from the 
allegation. 


8 PRIVACY; DATA COLLECTION. 

8.1 Privacy. Intel's Privacy Notice governs how Intel may process 
personal information related to your use of Material (see 
https://www.intel.com/privacy). Intel may collect identifying 
information during registration and information on your use of 
Material (see "Information You Provide to Intel Voluntarily" and 
"Device and Product Operation" sections). 

8.2 Data Collection. Some Material may generate, collect, and 
transmit to Intel information to help improve Intel's products and 
services, to verify your license rights to Material, or for other 
stated purposes. Information collected may include Intel 
Component or Material name and version, time of event 
collection, license or support type, installation status, 
performance, and use. Intel's use of information may include 
combination of the information collected from you with other 
information. 


9 GENERAL. 

9.1 Assignment. You may not assign your rights or obligations 
under this Agreement without Intel's prior written consent. No 
third party will have any rights under this Agreement. 

9.2 Dispute Resolution. If we have a dispute regarding this 
Agreement (other than for misappropriation of trade secrets or 
breaches of confidentiality obligations), neither party can file a 
lawsuit or other regulatory proceeding before the complaining 
party provides the other party a detailed notice of the dispute and 
our senior managers attempt to resolve the dispute. If our senior 
managers cannot resolve the dispute in 30 days, either party may 
demand mediation in which we will then try to resolve the dispute 
with an impartial mediator. If our dispute is not resolved within 60 
days after the mediation demand, either party may begin 
litigation. 

9.3 Governing Law; Jurisdiction. This Agreement is governed by 
USA and Delaware law without regard to conflict of laws 
principles. The United Nations Convention on Contracts for the 
International Sale of Goods does not apply. Except for claims for 
misappropriation of trade secrets or breach of confidentiality 
obligations, all disputes and actions arising out of or related to this 
Agreement are subject to the exclusive jurisdiction of the state 
and federal courts in Wilmington, Delaware and you consent to 
personal jurisdiction in those courts. 

9.4 Compliance with Laws. The Material is subject to, and You 
must comply with, applicable government laws and regulations, 
including without limitation U.S. and worldwide trade regulations 
prohibiting the export, import, or transfer Material to any 
prohibited or sanctioned country, person, or entity. You must not 
use Material for the development, design, manufacture, or 
production of nuclear, missile, chemical, or biological weapons. 

9.5 Severability. If a court holds a provision of this Agreement 
unenforceable, the court will modify that provision to the 
minimum extent necessary to make it enforceable or, if necessary, 
to sever that provision. The rest of the Agreement remains 
enforceable. 

9.6 Waiver. No waiver of any provision of this Agreement will be 
valid unless in a writing specifying the waived provision signed by 
an authorized representative of the waiving party. A signed waiver 
will not constitute waiver of any other provision. Failure or delay 
in enforcing any provision will not operate as a waiver. 

9.7 Entire Agreement. Except for any non-disclosure agreement 
between you and Intel, this Agreement constitutes the entire 
agreement, and supersedes all prior and contemporaneous 
agreements, between Intel and you concerning its subject matter. 


10 TERM; TERMINATION; SURVIVAL. 

10.1 Term. This Agreement begins upon your acceptance of its 
terms and continues until terminated under Sections 3 or 10.2. 

10.2 Termination. Either party may terminate this Agreement, 
with 30 days written notice, at any time for any reason. This 
Agreement will automatically terminate upon (a) your breach of 
the Agreement, (b) a claim that you do not have authority to bind 
your employer to these terms, or (c) your assertion that any Intel 
Component, Material, or product based on any Intel Component 
or Material infringes your patents. 

10.3 Effect of Termination. Upon termination of the Agreement, 
the licenses to you will immediately terminate and you must cease 
using any Material and destroy all copies in your possession and 
direct your subcontractors to do the same. Termination of this 
Agreement will not terminate the CNDA. 

10.4 Survival. All sections except Section 2.1 survive termination 
of this Agreement. 


Limited Distribution License Agreement [v2022.12.20]