| Advanced Micro Devices, Inc. |
| Software License Agreement |
| |
| IMPORTANT—READ CAREFULLY: Do not install, copy or use the enclosed |
| software, documentation and/or materials 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) (“You”) 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, documentation or materials or any portion |
| thereof. By loading or using the software provided herewith, which |
| may include associated install scripts and online or electronic |
| documentation, or materials or any portion thereof, that is made |
| available by AMD to download from any media (collectively “Software”), |
| You agree to all of the terms of this Agreement. |
| |
| 1. LICENSE: |
| |
| a. Subject to the terms and conditions of this Agreement, AMD grants |
| You the following non-exclusive, non-transferable, royalty-free, |
| limited copyright license to (i) download, copy and use the |
| object code version of the Software and materials associated with |
| this Agreement, including without limitation printed |
| documentation, (collectively, “Materials”) for internal use only |
| for support of AMD processors; and (ii) make and distribute |
| copies of the Materials for use only with Your products that |
| support AMD processors and in computer systems including AMD |
| processors, provided that Licensee agrees to include all |
| copyright legends and other legal notices that may appear in the |
| Software. Additionally, Licensee agrees that any distribution of |
| the Materials to a third party, must include a software license |
| agreement with terms and conditions that are at least as |
| restrictive and protective of AMD’s intellectual property rights |
| in the Materials as the terms and conditions set forth herein. |
| Except for the limited license granted herein, Licensee shall |
| have no other rights in the Materials, whether express, implied, |
| arising by estoppel or otherwise. |
| |
| b. Except as expressly licensed herein, You do not have the right to |
| (i) distribute, rent, lease, sell, sublicense, assign, or |
| otherwise transfer the Materials, in whole or in part, to third |
| parties for commercial or for non-commercial use; or (ii) modify, |
| disassemble, reverse engineer, or decompile the Software, or |
| otherwise reduce any part of the Software to any human readable |
| form. |
| |
| c. AMD is under no obligation to support or provide maintenance for |
| the Materials or to provide any updates or enhancements to You. |
| |
| 2. FEEDBACK: |
| |
| You may provide AMD feedback, suggestions or opinions as to the |
| Software, its features, and desired enhancements or changes. If |
| You provide feedback, suggestions or opinions to AMD regarding any |
| new features, use, functionality, or change to the Software or any |
| materials related to the Software, You hereby agree to grant, and |
| do grant, AMD all rights needed for AMD to incorporate and |
| commercialize any new feature, use, functionality, or change at no |
| charge or encumbrance to AMD. You agree that AMD may disclose such |
| feedback, suggestions or opinions to any third party in any manner, |
| and You agree that AMD has the ability to sublicense any of the |
| foregoing rights in any feedback, suggestions or opinions or AMD |
| products or services in any form to any third party without |
| restriction. |
| |
| 3. OWNERSHIP AND COPYRIGHT OF MATERIALS: |
| |
| You agree that the Materials are owned by AMD and/or AMD’s |
| licensors (if any), and are protected by United States and foreign |
| intellectual property laws (e.g. patent and copyright laws) and |
| international treaty provisions. You will not remove the copyright |
| notice from the Materials. You agree to prevent any unauthorized |
| copying of the Materials. All title and copyrights in and to the |
| Materials, all copies thereof (in whole or in part, and in any |
| form), and all rights therein shall remain vested in AMD. Except |
| as expressly provided herein, AMD does not grant any express or |
| implied right to You under AMD patents, copyrights, trademarks, or |
| trade secret information and such rights are reserved to AMD and/or |
| its licensors. |
| |
| 4. WARRANTY DISCLAIMER: |
| |
| THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED |
| WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, |
| NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, TITLE, OR |
| FITNESS FOR ANY PARTICULAR PURPOSE, OR THOSE ARISING FROM CUSTOM OF |
| TRADE OR COURSE OF USAGE. |
| |
| FOR CLARIFICATION, THE ENTIRE RISK ARISING OUT OF USE OR |
| PERFORMANCE OF THE MATERIALS REMAINS WITH YOU. AMD DOES NOT |
| WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS AS TO THE |
| CORRECTNESS, ACCURACY, COMPLETENESS, QUALITY, OR RELIABILITY OF THE |
| MATERIALS. AMD DOES NOT WARRANT THAT OPERATION OF THE MATERIALS |
| WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR |
| DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE AND ASSUME |
| ALL RISKS ASSOCIATED WITH THE USE OF THE MATERIALS, INCLUDING BUT |
| NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF |
| DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF |
| OPERATIONS. Some jurisdictions do not allow for the exclusion or |
| limitation of implied warranties, so the above limitations or |
| exclusions may not apply to You. |
| |
| 5. LIMITATION OF LIABILITY: |
| |
| IN NO EVENT SHALL AMD OR ITS DIRECTORS, OFFICERS, EMPLOYEES AND |
| AGENTS, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE TO YOU OR ANY |
| THIRD PARTIES IN RECEIPT OF THE MATERIALS UNDER ANY THEORY OF |
| LIABILITY, WHETHER EQUITABLE, LEGAL OR COMMON LAW ACTION ARISING |
| HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT |
| (INCLUDING NEGLIGENCE), OR OTHERWISE FOR DAMAGES WHICH, IN THE |
| AGGREGATE EXCEED TEN DOLLARS ($10.00). IN NO EVENT SHALL AMD BE |
| LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL |
| DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS |
| INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR |
| INABILITY TO USE THE MATERIALS, EVEN IF AMD HAS BEEN ADVISED OF THE |
| POSSIBILITY OF SUCH DAMAGES. BY USING THE MATERIALS WITHOUT |
| CHARGE, YOU ACCEPT THIS ALLOCATION OF RISK. Because some |
| jurisdictions prohibit the exclusion or limitation of liability for |
| consequential or incidental damages, the above limitation may not |
| apply to You. |
| |
| 6. 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 1334/2000 of 22 June 2000. |
| 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 it receives 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/. |
| |
| 7. U.S. GOVERNMENT RESTRICTED RIGHTS: |
| |
| The Materials are provided with “RESTRICTED RIGHTS.” Use, |
| duplication or disclosure by the Government is subject to |
| restrictions as set forth in FAR52.227-14 and DFAR252.227-7013, et |
| seq., or its successor. Use of the Materials by the Government |
| constitutes acknowledgment of AMD’s proprietary rights in them. |
| |
| 8. TERMINATION OF LICENSE: |
| |
| This Agreement will terminate immediately without notice from AMD |
| or judicial resolution if You fail to comply with any provisions of |
| this Agreement. Upon termination of this Agreement, You must |
| delete or destroy all copies of the Materials. |
| |
| 9. SURVIVAL: |
| |
| Sections 1(b)-(c), 2, 3, 4, 5, 6, 7, 9, 10, 11, 12 and 13 shall |
| survive any expiration or termination of this Agreement. |
| |
| 10. APPLICABLE LAWS: |
| |
| Any claim arising under or relating to this Agreement shall be |
| governed by and construed in accordance with the substantive laws |
| of the State of California, without regard to principles of |
| conflict of laws. Each party hereto submits to the jurisdiction of |
| the state and federal courts of Santa Clara County and the Northern |
| District of California for the purposes of all legal proceedings |
| arising out of or relating to this Agreement or the subject matter |
| hereof. Each party waives any objection which it may have to |
| contest such forum. |
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| 11. SEVERABILITY: |
| |
| Should any term of this Agreement be declared void or unenforceable |
| by any court of competent jurisdiction, such declaration shall have |
| no effect on the remaining terms hereof. |
| |
| |
| 12. NO WAIVER: |
| |
| The failure of either party to enforce any rights granted hereunder |
| or to take action against the other party in the event of any |
| breach hereunder shall not be deemed a waiver by that party as to |
| subsequent enforcement of rights or subsequent actions in the event |
| of future breaches. |
| |
| 13. ENTIRE AGREEMENT: |
| |
| This Agreement constitutes the entire agreement between the parties |
| and supersedes any prior or contemporaneous oral or written |
| agreements with respect to the subject matter of this Agreement. |