| END USER LICENSE AGREEMENT |
| (AMD GPU-PRO) |
| |
| IMPORTANT-READ CAREFULLY: DO NOT INSTALL, COPY OR USE THE ENCLOSED SOFTWARE, |
| DOCUMENTATION (AS DEFINED BELOW), OR ANY PORTION THEREOF, (COLLECTIVELY |
| "SOFTWARE") UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND |
| CONDITIONS. THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU (EITHER AN |
| INDIVIDUAL OR AN ENTITY) (COLLECTIVELY "YOU" AND "YOUR") AND ADVANCED MICRO |
| DEVICES, INC. ("AMD"). |
| |
| IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE |
| THIS SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE YOU AGREE TO ALL |
| THE TERMS AND CONDITIONS OF THIS AGREEMENT. |
| |
| 1. DEFINITIONS |
| |
| 1. “Documentation” means install scripts and online or electronic |
| documentation associated, included, or provided in connection with the |
| Software, or any portion thereof. |
| |
| 2. “Intellectual Property Rights” means all copyrights, trademarks, trade |
| secrets, patents, mask works, and all related, similar, or other |
| intellectual property rights recognized in any jurisdiction worldwide, |
| including all applications and registrations with respect thereto. |
| |
| 3. “Free Software License” means an open source or other license that |
| requires, as a condition of use, modification or distribution, that any |
| resulting software must be (a) disclosed or distributed in source code |
| form; (b) licensed for the purpose of making derivative works; or (c) |
| redistributable at no charge. |
| |
| 2. LICENSE |
| |
| Subject to the terms and conditions of this Agreement, AMD hereby grants You a |
| non-exclusive, royalty-free, revocable, non-transferable, limited, copyright |
| license to use the Software solely in conjunction with systems or components |
| that include or incorporate AMD processors, as applicable. |
| |
| 3. RESTRICTIONS |
| |
| Except for the limited license expressly granted in Section 2 herein, You have |
| no other rights in the Software, whether express, implied, arising by estoppel |
| or otherwise. Further restrictions regarding Your use of the Software are set |
| forth below. You may not: |
| |
| 1. modify or create derivative works of the Software; |
| 2. distribute, assign or otherwise transfer the Software; |
| 3. decompile, reverse engineer, disassemble or otherwise reduce the Software |
| to a human-perceivable form (except as allowed by applicable law); |
| 4. alter or remove any copyright, trademark or patent notice(s) in the |
| Software; or |
| 5. use the Software to: (i) develop inventions directly derived from |
| confidential information to seek patent protection; (ii) assist in the |
| analysis of Your patents and patent applications; or (iii) modify existing |
| patents.; |
| 6. use, modify and/or distribute any of the Software so that any part becomes |
| subject to a Free Software License. |
| |
| 4. FEEDBACK |
| |
| You have no obligation to give AMD any suggestions, comments or other feedback |
| (“Feedback”) relating to the Software. However, AMD may use and include any |
| Feedback that it receives from You to improve the Software or other AMD |
| products, software and technologies. Accordingly, for any Feedback You provide |
| to AMD, You grant AMD and its affiliates and subsidiaries a worldwide, |
| non-exclusive, irrevocable, royalty-free, perpetual license to, directly or |
| indirectly, use, reproduce, license, sublicense, distribute, make, have made, |
| sell and otherwise commercialize the Feedback in the Software or other AMD |
| products, software and technologies. You further agree not to provide any |
| Feedback that (a) You know is subject to any Intellectual Property Rights of |
| any third party or (b) is subject to license terms which seek to require any |
| products incorporating or derived from such Feedback, or other AMD intellectual |
| property, to be licensed to or otherwise shared with any third party. |
| |
| 5. OWNERSHIP AND COPYRIGHT OF SOFTWARE |
| |
| The Software, including all Intellectual Property Rights therein, is and |
| remains the sole and exclusive property of AMD or its licensors, and You shall |
| have no right, title or interest therein except as expressly set forth in this |
| Agreement. You agree to prevent any unauthorized copying of the Software. All |
| title in and to the Software, all copies thereof (in whole or in part, and in |
| any form), and all rights and Intellectual Property Rights therein shall remain |
| vested in AMD. Except as expressly provided in Section 2 herein, AMD does not |
| grant any express or implied right to You under AMD patents, copyrights, |
| trademarks, or trade secret information. |
| |
| 6. WARRANTY DISCLAIMER |
| |
| THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AMD DISCLAIMS |
| ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO |
| THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, |
| TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR-FREE |
| OR WARRANTIES ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE. THE ENTIRE RISK |
| ASSOCIATED WITH THE USE OF THE SOFTWARE IS ASSUMED BY YOU. Some jurisdictions |
| do not allow the exclusion of implied warranties, so the above exclusion may |
| not apply to You. |
| |
| 7. LIMITATION OF LIABILITY AND INDEMNIFICATION |
| |
| AMD AND ITS LICENSORS WILL NOT, UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR |
| ANY PUNITIVE, DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES |
| ARISING FROM USE OF THE SOFTWARE OR THIS AGREEMENT EVEN IF AMD AND ITS |
| LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event |
| shall AMD's total liability to You for all damages, losses, and causes of |
| action (whether in contract, tort (including negligence) or otherwise) exceed |
| the amount of $100 USD. You agree to defend, indemnify and hold harmless AMD |
| and its licensors, and any of their directors, officers, employees, affiliates |
| or agents from and against any and all loss, damage, liability and other |
| expenses (including reasonable attorneys' fees), resulting from Your use of the |
| Software or violation of the terms and conditions of this Agreement. |
| |
| 8. EXPORT RESTRICTIONS |
| |
| You shall adhere to all applicable U.S., European, and other export laws, |
| including but not limited to the U.S. Export Administration Regulations |
| ("EAR"), (15 C.F.R. Sections 730 through 774), and E.U. Council Regulation (EC) |
| No 428/2009 of 5 May 2009. Further, pursuant to Section 740.6 of the EAR, You |
| hereby certify that, except pursuant to a license granted by the United States |
| Department of Commerce Bureau of Industry and Security or as otherwise |
| permitted pursuant to a License Exception under the EAR, You will not (1) |
| export, re-export or release to a national of a country in Country Groups D:1, |
| E:1 or E:2 any restricted technology, software, or source code You receive from |
| AMD, or (2) export to Country Groups D:1, E:1 or E:2 the direct product of such |
| technology or software, if such foreign produced direct product is subject to |
| national security controls as identified on the Commerce Control List |
| (currently found in Supplement 1 to Part 774 of EAR). For the most current |
| Country Group listings, or for additional information about the EAR or Your |
| obligations under those regulations, please refer to the U.S. Bureau of |
| Industry and Security's website at http://www.bis.doc.gov/. |
| |
| 9. U.S. GOVERNMENT RESTRICTED RIGHTS |
| |
| The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or |
| disclosure by the Government is subject to the restrictions as set forth in FAR |
| 52.227-14 and DFAR252.227-7013, et seq., or its successor. Use of the Software |
| by the Government constitutes acknowledgement of AMD's proprietary rights in |
| them. |
| |
| 10. TERMINATION OF LICENSE |
| |
| This Agreement will terminate immediately without notice from AMD or judicial |
| resolution if (1) You fail to comply with any provisions of this Agreement, or |
| (2) You provide AMD with notice that You would like to terminate this |
| Agreement. Upon termination of this Agreement, You must delete or destroy all |
| copies of the Software. Upon termination or expiration of this Agreement, all |
| provisions survive except for Section 2. |
| |
| 11. GOVERNING LAW |
| |
| This Agreement is made under and shall be construed according to the laws of |
| the State of California, excluding conflicts of law rules. Each party submits |
| to the jurisdiction of the state and federal courts of Santa Clara County and |
| the Northern District of California for the purposes of this Agreement. You |
| acknowledge that Your breach of this Agreement may cause irreparable damage and |
| agree that AMD shall be entitled to seek injunctive relief under this |
| Agreement, as well as such further relief as may be granted by a court of |
| competent jurisdiction. |
| |
| 12. GENERAL PROVISIONS |
| |
| You may not assign this Agreement without the prior written consent of AMD and |
| any assignment without such consent will be null and void. The parties do not |
| intend that any agency or partnership relationship be created between them by |
| this Agreement. Each provision of this Agreement shall be interpreted in such a |
| manner as to be effective and valid under applicable law. However, in the event |
| that any provision of this Agreement becomes or is declared unenforceable by |
| any court of competent jurisdiction, such provision shall be deemed deleted and |
| the remainder of this Agreement shall remain in full force and effect. |
| |
| 13. ENTIRE AGREEMENT |
| |
| This Agreement sets forth the entire agreement and understanding between the |
| parties with respect to the Software and supersedes and merges all prior oral |
| and written agreements, discussions and understandings between them regarding |
| the subject matter of this Agreement. No waiver or modification of any |
| provision of this Agreement shall be binding unless made in writing and signed |
| by an authorized representative of each party. |