| INTEL MOBILE COMPUTING PLATFORM SOFTWARE |
| LIMITED LICENSE AGREEMENT |
| |
| (OEM / ODM / IHV / ISV Distribution & End User) |
| |
| IMPORTANT -- PLEASE READ BEFORE DOWNLOADING, INSTALLING OR USING |
| |
| DO NOT download, install, access, copy, or otherwise use the Software (as |
| defined below), in whole or in part, until you have carefully read and unless |
| you accept the following terms and conditions. By downloading, installing, |
| copying, accessing, or otherwise using the Software, you or your employer or |
| other entity for whose benefit you act ("Licensee") agrees to be legally bound |
| by the terms and conditions of this Agreement (as defined below), including any |
| Exhibits hereto. If Licensee does not agree to these terms and conditions, |
| please do not continue to download, install, copy, access or otherwise use the |
| Software, and destroy any copies of the Software already downloaded. |
| |
| Please Also Note: |
| * The license rights granted under this Agreement are limited to the Software |
| provided, or otherwise made available, to Licensee through a web portal or |
| otherwise, for use in or with an associated Intel-based Device for which the |
| Software was designed. This Agreement and the licenses granted hereunder |
| are not intended to and do not extend or expand the scope of any other |
| license or right in or to any other Intel hardware or Intel software that |
| Licensee may have or receive, even if such other Intel hardware or Intel |
| software is used in or with the Intel-based Device associated with the |
| Software licensed hereunder. |
| * Notwithstanding anything to the contrary herein, Licensee acknowledges that |
| Intel is not obligated to provide a current or prospective licensee with any |
| Software, or to provide any update or upgrade to any Software previously |
| provided. |
| * NOTE that certain third party software provided with or within the Software |
| may only be used (a) upon securing a commercial license directly from the |
| owner of the software, or (b) in combination with silicon purchased from |
| such third party. A listing of any such third party limitations is |
| provided in one or more text files accompanying the Software. |
| |
| PREAMBLE. This Intel Mobile Computing Platform Software Limited License |
| Agreement (the "Agreement") is offered by Intel Corporation ("Intel") to |
| Licensee contingent upon and subject to Licensee's acceptance of and adherence |
| to the terms and conditions of this Agreement and any amendment, exhibit or |
| addendum thereto. By merely downloading, installing, accessing, copying or |
| otherwise using the Software, Licensee agrees to be legally bound by the terms |
| and conditions of this Agreement. Should you have any questions, concerns or |
| otherwise do not wish to be legally bound by this Agreement, you must not |
| download, install, access, copy or otherwise use the Software. |
| |
| Accordingly, for good and valuable consideration the sufficiency of which is |
| acknowledged by the parties, and intending to be legally bound, the parties |
| agree to the following terms, conditions and limitations: |
| |
| DEFINITIONS. The following definitions are used throughout this Agreement: |
| "Android" means the open source software stack developed by Google and members |
| of the Open Handset Alliance and other third parties, as may be distributed by |
| Google and/or the Open Handset Alliance from time to time. |
| |
| "Authorized Derivative" means a derivative work of any Source Code provided or |
| otherwise made available by Intel under this Agreement, or any addition, |
| deletion or other modification to any such Source Code, within the scope of 17 |
| U.S.C. Section 101 and that is approved by Intel prior to creating any such |
| derivative work or performing any such addition, deletion or other |
| modification. |
| |
| "Binary Code" means the executable, binary code derived from Source Code or an |
| Authorized Derivative. |
| |
| "End User" means a purchaser, recipient or any other user of Licensee's |
| Intel-based Device who does not resell the device. |
| |
| "Intel-based Device" means a mobile computing device such as, for example, a |
| smartphone, tablet or wearable that includes: (a) one or more Intel(R) Atom(TM) |
| processor(s) as the primary application processor(s) for the device; and (b) if |
| the device contains or is designed to execute Android, for each applicable |
| version of the Android platform, the device (i) complies with the Android |
| Compatibility Definition Document, which can be found at the Android |
| compatibility website (http://source.android.com/compatibility) and which may |
| be updated from time to time, and (ii) successfully passes the Android |
| Compatibility Test Suite (CTS). |
| |
| "Licensed Patent Claims" means the claims of Intel's patents that are |
| necessarily and directly infringed by the reproduction and distribution of the |
| Software that is authorized in the Limited License, when that Software is in |
| its unmodified form as delivered by Intel to Licensee 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. |
| |
| "Open Source Software" means any software that requires as a condition of use, |
| modification and/or distribution of such software that such software or other |
| software incorporated into, derived from or distributed with such software: (a) |
| be disclosed or distributed in Source Code form; (b) be licensed for the |
| purpose of making derivative works; or (c) be redistributable at no charge. |
| Open Source Software includes, without limitation, software licensed or |
| distributed under any of the following licenses or distribution models, or |
| licenses or distribution models similar to any of the following: (i) GNU's |
| General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic |
| License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape |
| Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun |
| Industry Source License (SISL); (vii) the Apache Software license; and (viii) |
| the Common Public License (CPL). The Open Source Software components |
| associated with the Software and their corresponding license terms may be found |
| in one or more of: (A) text files associated with the Software; (B) within the |
| Source Code of the Software; or (C) within the Source Code of the Open Source |
| Software that is provided with the Software. |
| |
| "Software" means any computer programing code, in Binary Code or Source Code as |
| may be provided or otherwise made available by Intel to Licensee, and any |
| updated or improved version of the programming code that Intel provides under |
| this Agreement, if any, but does not include Open Source Software or any |
| computer programming code that is subject to an agreement, obligation or |
| license (whether or not accompanying the computer programming code) intended to |
| supersede this Agreement. |
| |
| "Source Code" means a form in which computer programming code logic is easily |
| deduced by a human being with skill in the art, such as a printed listing of |
| the computer programming code or a form from which a printed listing can be |
| recognized. |
| |
| LIMITED LICENSE. Subject to the terms and conditions of this Agreement, Intel |
| grants to Licensee a limited, nonexclusive, nontransferable, revocable, |
| worldwide, fully paid-up license during the term of this Agreement, without the |
| right to sublicense: |
| (A) under Intel's copyrights and (subject to the third party licensing |
| requirements reflected herein, if any) Intel's suppliers' copyrights, to: |
| (1) internally reproduce and modify Source Code of the Software if provided |
| or otherwise made available by Intel to Licensee to internally create |
| and internally reproduce Authorized Derivative(s), and internally |
| reproduce Binary Code of the Software, in each case only for Licensee's |
| own internal evaluation, testing and development of Intel-based Devices |
| and any associated maintenance thereof; |
| (2) reproduce and publicly perform a Binary Code representation of the |
| Software provided or otherwise made available by Intel to Licensee, or |
| any Authorized Derivative, only when integrated with and executed by an |
| Intel-based Device, subject to the third party licensing requirements |
| reflected herein, if any; |
| (3) distribute a Binary Code representation of the Software provided or |
| otherwise made available by Intel to Licensee, or any Authorized |
| Derivative, in combination with and solely for execution by an |
| Intel-based Device subject to the third party licensing requirements |
| reflected herein, if any, 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 attached as |
| Exhibit A; and |
| (4) modify, reproduce and distribute any end-user documentation that may |
| accompany the Software and that is not subject to obligations of |
| confidentiality, but only in association with the Software. |
| (B) under Intel's Licensed Patent Claims to the Software in the form provided |
| by Intel, to: |
| (1) reproduce the Software internally only; |
| (2) use the Software internally only; |
| (3) offer to distribute, and distribute, but not sell, the Software under |
| the license under Intel's copyrights granted in Section (A) above, but |
| only under the terms and conditions of that license under Intel's |
| copyrights and not as a sale; |
| (a) provided, however, that Licensee may only distribute the Software |
| under an agreement having terms and conditions at least as |
| restrictive as those contained in Intel's End User Software License |
| Agreement attached as Exhibit A, and only for use in or with |
| Intel-based Devices; and |
| (b) provided, further, that the license under the Licensed Patent Claims |
| does not and will not apply to any modifications to, or derivative |
| works (including without limitation Authorized Derivatives) of, the |
| Software, whether made by or on behalf of Licensee, any of Licensee's |
| customers (which, for all purposes under this Agreement, will mean |
| either a customer or a distributor), or any other third party even if |
| the modifications and derivative works are permitted under Section |
| (A)(1) above. |
| |
| LICENSE LIMITATIONS. |
| (A) All right, title and interest in and to the Software and associated |
| documentation are and will remain the exclusive property of Intel and its |
| suppliers, as applicable. Unless expressly permitted under the Limited |
| License, above, Licensee will not, and will not allow any third party to: |
| (1) use, copy or distribute the Software or associated documentation; |
| (2) modify, adapt, enhance, disassemble, decompile, reverse engineer, change |
| or create derivative works from the Software; or |
| (3) use or make the Software available for the use or benefit of third |
| parties. |
| (B) The consideration under this Agreement is only for the licenses that |
| Intel expressly grants above. Any other rights including, but not |
| limited to, additional patent rights, will require an additional license |
| and additional consideration. Nothing in this Agreement requires or will |
| be treated to require Intel to grant any additional license. Licensee |
| acknowledges that an essential basis of the bargain in this Agreement is |
| that Intel grants Licensee no licenses or other rights including, but not |
| limited to, patent, copyright, trade secret, trademark, trade name, |
| service 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. |
| Specifically, except for the licenses that Intel expressly grants above, |
| Intel grants no licenses or other rights, expressly or by implication, |
| estoppel or otherwise, to: |
| (1) make, use, sell, offer for sale, or import modifications or derivative |
| works of the Software; |
| (2) sell or offer to sell the Software; |
| (3) combine the Software or modified versions or derivative works of the |
| Software with other items or to use any such combination; or |
| (4) any claims of any patents, patent applications, or other patent rights |
| of Intel other than the Licensed Patent Claims. |
| (C) Licensee acknowledges that there are significant uses of the Software in |
| its original, unmodified and uncombined form. The consideration for the |
| licenses in this Agreement reflects Intel's continuing right to assert |
| patent claims against any modifications or derivative works (including, |
| without limitation, error corrections and bug fixes) of, or combinations |
| with, the Software that Licensee or third parties make that infringe any |
| Intel patent claim. |
| (D) Except as expressly permitted under the license grant above, Licensee |
| will not allow the Software or associated documentation to be accessed or |
| used by third parties. Notwithstanding the foregoing, Licensee's |
| authorized consultants and subcontractors may access the Software and |
| associated documentation where the access is necessary to their |
| performing services on Licensee's behalf consistent with the licenses |
| granted to Licensee under this Agreement, provided: |
| (1) Licensee first requires those consultants and subcontractors to sign |
| written agreements obligating them to observe the same restrictions |
| concerning the Software and associated documentation as are contained |
| in this Agreement; and |
| (2) Licensee remains fully liable to Intel for the actions and inactions of |
| those consultants and subcontractors. |
| |
| LICENSE TO FEEDBACK AND MODIFICATIONS. To ensure Intel's freedom to operate |
| and to continue to develop the Software licensed hereunder, Licensee agrees to |
| grant and does hereby grant to Intel and its affiliates a non-exclusive, |
| perpetual, irrevocable, worldwide, royalty-free, fully paid-up and transferable |
| license, with the right of sublicense, to and under any copyrights, trade |
| secrets, patents and any other Licensee intellectual property rights, whether |
| perfected or not, to publicly perform, publically display, reproduce, use, |
| make, have made, sell, offer for sale, distribute, import, create derivative |
| works of and otherwise exploit: (a) any comments, suggestions, descriptions, |
| ideas or any other feedback provided by or on behalf of Licensee on Intel |
| Software; and (b) to any derivative works, including Authorized Derivatives, |
| created from or otherwise including the Software. |
| |
| NO OTHER RIGHTS. Except as otherwise expressly provided above, Intel grants no |
| express or implied rights under Intel patents, copyrights, trade secrets, |
| trademarks, or other intellectual property rights. Except as expressly stated |
| in this Agreement, no license or right is granted to Licensee directly or by |
| implication, inducement, estoppel or otherwise. Intel has the right to inspect |
| or have an independent auditor inspect Licensee's relevant records to verify |
| Licensee's compliance with the terms and conditions of this Agreement. |
| |
| OPEN SOURCE STATEMENT. The Software includes Open Source Software that is |
| licensed pursuant to the applicable Open Source Software license agreement(s) |
| identified in the Open Source Software comments in the applicable source code |
| file(s) and/or file header(s) provided with or otherwise associated with the |
| Software. Additional detail may be provided (where applicable) in the |
| accompanying on-line documentation, or within the user interface of the device, |
| if any. With respect to Open Source Software, nothing in this Agreement limits |
| any rights under, or grants rights that supersede, the terms of any applicable |
| Open Source Software license agreement. Neither Licensee nor any OEM, ODM, |
| customer, or distributor, shall subject the Software or associated |
| documentation, in whole or in part, to any license obligations associated with |
| Open Source Software including combining or distributing the Software and/or |
| documentation with Open Source Software in a manner that subjects Intel or any |
| portion of the Software to any license obligations of such Open Source |
| Software. |
| |
| MICROSOFT SOFTWARE. The Software may contain certain software or codec |
| technology that is owned and exclusively licensed for commercial use and |
| distribution by Microsoft Corporation. This Microsoft software or codec |
| technology, if provided within or for use with the Software, may not be used or |
| further distributed without a license from Microsoft Corporation or a Microsoft |
| Corporation affiliate. |
| |
| CONFIDENTIALITY. If Licensee would like to have a third party consultant or |
| subcontractor ("Contractor") perform work on Licensee's behalf that involves |
| access to or use of Software, Licensee shall 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 and excluding any distribution rights and use for any other |
| purpose, and Licensee will remain fully liable to Intel for the actions and |
| inactions of those Contractors. Otherwise, Licensee must not disclose the terms |
| or existence of this Agreement, and must not use Intel's name in any |
| publications, advertisements, or other announcements without Intel's prior |
| written consent. Licensee does not have any right to use any Intel trademarks |
| or logos. |
| |
| OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software |
| remains with Intel or its suppliers, as applicable. 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. |
| |
| SUPPORT. Intel may make changes to the Software, or to items referenced |
| therein, at any time without notice, but is not obligated to support, update or |
| provide training for the Software. Intel may in its sole discretion offer such |
| services under separate terms at Intel's then-current rates. Licensee may |
| request additional information on Intel's service offerings from an Intel sales |
| representative. Licensee agrees to be solely responsible to Licensee's End |
| Users for any update or support obligation or other liability which may arise |
| from the distribution of the Software. |
| |
| 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 contained within the Software. |
| |
| LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR ITS AFFILIATES 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 INFORMATION) ARISING OUT OF OR IN RELATION TO |
| THIS AGREEMENT, INCUDING 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 LICENSEE. LICENSEE MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM |
| JURISDICTION TO JURISDICTION. 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. LICENSEE WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES 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 OR SUPPLIER WAS NEGLIGENT |
| REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE. THE LIMITED REMEDIES, |
| WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS |
| OF THE BARGAIN BETWEEN INTEL AND LICENSEE. AND INTEL WOULD NOT BE ABLE TO |
| PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS. |
| |
| INDEMNIFICATION. Licensee represents and warrants that it is and will remain |
| in compliance with the terms and conditions of use associated with |
| commercialization of Google Android or the Google mobile applications |
| including, for example, certification of the Intel-based Device pursuant to the |
| Google Compatibility Test Suite (CTS). Licensee will settle, hold harmless |
| and, at its election, defend, any third party claim, suit or proceeding that |
| may be brought against Intel or its affiliates or suppliers (including their |
| respective employees, agents, officers and directors) based on an allegation |
| arising out of Licensee's failure to adhere to the terms and conditions of use |
| associated with commercialization of Google Android and the Google mobile |
| applications. Licensee will pay any and all damages and costs finally awarded |
| against Intel or its affiliates or suppliers by a court of competent |
| jurisdiction for such third party claim, provided that: (i) Intel notifies |
| Licensee promptly in writing of the claim; and (ii) if Licensee elects to |
| defend, Licensee may control and conduct the defense and settlement of the |
| claim, subject to Intel's approval of any defense strategy and settlement. |
| Licensee will not be responsible for any costs, expenses or compromise incurred |
| or made by Intel without Licensee's prior written consent. |
| |
| TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement immediately, |
| upon notice from Intel, if Licensee violates any of its terms or conditions. |
| Upon termination, Licensee will immediately destroy the Software (including |
| providing certification of such destruction back to Intel) or return all copies |
| of the Software to Intel. In the event of termination of this Agreement, all |
| licenses granted to Licensee hereunder shall immediately terminate. |
| |
| APPLICABLE LAWS. All matters arising out of or related to this Agreement, |
| including without limitation all matters connected with its performance, shall |
| be construed, interpreted, applied and governed in all respects in accordance |
| with the laws of the United States of America and the State of Delaware, |
| without reference to conflict of laws principles. All disputes and litigation |
| arising out of or related to this Agreement, including without limitation |
| matters connected with its performance, shall be subject to the exclusive |
| jurisdiction of the courts of the State of Delaware or of the Federal courts |
| sitting therein. Each party hereby irrevocably submits to the personal |
| jurisdiction of such courts and irrevocably waives all objections to such |
| venue. The parties agree that the United Nations Convention on Contracts for |
| the International Sale of Goods is specifically excluded from application to |
| this Agreement. |
| |
| EXPORT REGULATIONS/EXPORT CONTROL. Licensee shall not export, either directly |
| or indirectly, any product, service or technical data or system incorporating |
| such items without first obtaining any required license or other approval from |
| the U. S. Department of Commerce or any other agency or department of the |
| United States Government. In the event any product is exported from the United |
| States or re-exported from a foreign destination by Licensee, Licensee shall |
| ensure that the distribution and export/re-export or import of the product is |
| in compliance with all laws, regulations, orders, or other restrictions of the |
| U.S. Export Administration Regulations and the appropriate foreign government. |
| Licensee agrees that neither Licensee nor any Licensee subsidiaries will |
| export/re-export any technical data, process, product, or service, directly or |
| indirectly, to any country for which the United States government or any agency |
| thereof or the foreign government from where it is shipping requires an export |
| license, or other governmental approval, without first obtaining such license |
| or approval. |
| |
| GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item" as that term |
| is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and |
| "commercial computer software documentation" as such 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, Licensee will provide the Software to the U.S. Government as an End |
| User only pursuant to the terms and conditions therein. Contractor or |
| Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA |
| 95054. |
| |
| ASSIGNMENT. Licensee may not delegate, assign or transfer this Agreement, the |
| license(s) granted or any of Licensee's rights or duties hereunder, expressly, |
| by implication, by operation of law, by way of merger (regardless of whether |
| Licensee is the surviving entity) or acquisition, or otherwise and any attempt |
| to do so, without Intel's express prior written consent, shall be null and |
| void. Intel may assign, delegate and transfer this Agreement, and its rights |
| and obligations hereunder, in its sole discretion. |
| |
| ENTIRE AGREEMENT. The terms and conditions of this Agreement constitute the |
| entire agreement between the parties with respect to the subject matter hereof, |
| and merge and supersede all prior, contemporaneous agreements, understandings, |
| negotiations and discussions. Neither of the parties hereto shall be bound by |
| any terms, conditions, definitions, warranties, understandings or |
| representations with respect to the subject matter hereof other than as |
| expressly provided for herein. Intel is not obligated under any other |
| agreements unless they are in writing and signed by an authorized |
| representative of Intel. Without limiting the foregoing, terms and conditions |
| on any purchase orders or similar materials submitted by Licensee to Intel, and |
| any terms contained in Intel's standard acknowledgment form that are in |
| conflict with these terms, shall be of no force or effect. |
| |
| ATTORNEY'S FEES. In the event any proceeding or lawsuit is brought by Intel or |
| Licensee in connection with this Agreement, the prevailing party in such |
| proceeding shall be entitled to receive its costs, expert witness fees and |
| reasonable attorneys' fees, including costs and fees on appeal. |
| |
| RELATIONSHIP OF THE PARTIES -- NO AGENCY. Nothing contained herein shall be |
| construed as creating any agency, employment relationship, partnership, |
| principal-agent or other form of joint enterprise between the parties. |
| |
| SEVERABILITY. In the event that any provision of this Agreement shall be |
| unenforceable or invalid under any applicable law or be so held by applicable |
| court decision, such unenforceability or invalidity shall not render this |
| Agreement unenforceable or invalid as a whole, and, in such event, such |
| provision shall be changed and interpreted so as to best accomplish the |
| objectives of such unenforceable or invalid provision within the limits of |
| applicable law or applicable court decisions. |
| |
| WAIVER. The failure of either party to require performance by the other party |
| of any provision hereof shall not affect the full right to require such |
| performance at any time thereafter; nor shall the waiver by either party of a |
| breach of any provision hereof be taken or held to be a waiver of the provision |
| itself. |
| |
| LANGUAGE. This Agreement is in the English language only, which language shall |
| be controlling in all respects, and all versions of this Agreement in any other |
| language shall be for accommodation only and shall not be binding on Licensee |
| or Intel. All communications and notices made or given pursuant to this |
| Agreement, and all documentation and support to be provided, unless otherwise |
| noted, shall be in the English language. |
| |
| EXHIBIT A |
| |
| INTEL END USER SOFTWARE LICENSE AGREEMENT |
| |
| IMPORTANT -- READ BEFORE COPYING, INSTALLING OR USING. |
| |
| THE FOLLOWING NOTICE MUST APPEAR IN THE DOCUMENTATION ASSOCIATED WITH THE |
| MOBILE COMPUTING PLATFORM INTO WHICH THE SOFTWARE IS INSTALLED. MINIMALLY, |
| SUCH NOTICE MUST APPEAR IN THE USER GUIDE FOR THE DEVICE. |
| |
| LIMITED COPYRIGHT LICENSE. This device may include copyrighted Intel and third |
| party software stored in semiconductor memories or other media. Laws in the |
| United States and other countries preserve for Intel and such third party |
| software providers certain exclusive rights in their copyrighted software, such |
| as the exclusive rights to distribute or reproduce the copyrighted software. |
| Accordingly, any copyrighted software contained in this product may not be |
| modified, reverse-engineered, decompiled, analyzed, distributed, reproduced or |
| otherwise used in any manner without the express, written consent of the |
| copyright owner. The purchase of this product shall NOT be deemed to grant |
| either directly or indirectly, or by implication, estoppel, or otherwise, any |
| license under the copyrights, patents or patent applications, trademarks or |
| trademark applications, or other intellectual property rights of Intel or any |
| third party software provider, except for the normal, non-exclusive, |
| royalty-free license to use this device that arises by operation of law in the |
| sale of the product. All other rights are expressly reserved. |
| |
| DISCLAIMER & LIMITATION OF LIABILITY |
| |
| All content and services accessible through this device belong to third parties |
| and may be protected by copyright, patents, trademarks and/or other |
| intellectual property laws. The content and services are provided solely for |
| your personal use and not for commercial use. Licensee may not use them without |
| the express, written permission of the content owner or the service provider. |
| Unless otherwise licensed to do so, you may not alter, copy, republish, upload, |
| post, transmit, translate, sell, create derivatives, distribute or exploit in |
| any manner or medium any content or services accessible through or displayed by |
| this device. |
| |
| THE CONTENT AND SERVICES OF THIRD PARTIES ARE PROVIDED "AS IS". TO THE FULLEST |
| EXTENT PERMITTED BY LOCAL LAW, INTEL DOES NOT WARRANT THE CONTENT OR SERVICES |
| PROVIDED, EITHER EPRESSED OR IMPLIED, FOR ANY PURPOSE. INTEL EXPRESSLY |
| DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES |
| OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INTEL DOES NOT |
| GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS, LEGALITY, OR COMPLETENESS OF THE |
| CONTENT OR SERVICES PROVIDED THROUGH THIS DEVICE AND UNDER NO CIRCUMSTANCES |
| SHALL INTEL BE LIABLE, WHETHER UNDER CONTRACT OR TORT OR UNDER ANY OTHER BASIS, |
| FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING |
| FROM, OR IN CONNECTION WITH, THE INFORMATION CONTAINED IN, OR AS A RESULT OF |
| THE USE OF ANY CONTENT OR SERVICE BY YOU OR ANY THIRD PARTY, EVEN IF INTEL HAS |
| BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT SOME |
| JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE |
| LIMITATION OF LEGAL RIGHTS OF THE CONSUMER, IT IS POSSIBLE THAT THESE |
| EXCLUSIONS AND LIMITATIONS MAY NOT APPLY IN SUCH JURISDICTIONS. |
| |
| In addition to the foregoing, please note that the content or services of third |
| parties may be suspended or discontinued at any time, and Intel does not |
| guarantee that any content or service will remain available for any period of |
| time. The content and services are provided by others, and may utilize networks |
| and transmission equipment outside the control of Intel. Without limiting the |
| generality of this section, Intel expressly disclaims any and all liability for |
| any interruption or suspension of the content or service provided through this |
| device. Intel is not responsible for customer service related to the content |
| and services of third parties. Any question or request for service on such |
| content or services must be addressed directly to the respective content and |
| service providers. Please note that downloading content without the permission |
| of the content owner may infringe the intellectual property rights of the |
| owner. Intel expressly disclaims any and all liability associated with the |
| downloading of content by the user including, for example, infringement of |
| third party intellectual property rights, or any damage done to the device or |
| other devices due to the download of malicious content using the device. |