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INTEL® OSPRAY SOFTWARE | ||
BINARY SOFTWARE LICENSE AGREEMENT | ||
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IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING | ||
OR USING THE SOFTWARE | ||
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This agreement (the "Agreement") is between you, or the company or other legal | ||
entity that you represent and warrant you have the legal authority to bind, | ||
(each, "You" or "Your") and Intel Corporation and its subsidiaries | ||
(collectively, "Intel") regarding Your use of the Software. By downloading, | ||
installing, copying or otherwise using the Software, You agree to be bound by | ||
the terms of this Agreement. If You do not agree to the terms of this | ||
Agreement, or do not have legal authority or required age to agree to them, do | ||
not download, install, copy or otherwise use the Software. | ||
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1. DEFINITIONS. "Derivative Works" means derivative works of the Software as | ||
defined in 17 U.S.C. § 101 et seq. "Reciprocal Open Source Software" means any | ||
software that is subject to a license which requires that (a) it must be | ||
distributed in source code form; (b) it must be licensed under the same open | ||
source license terms; and (c) its Derivative Works must be licensed under the | ||
same open source license terms. Examples of this type of license are the GNU | ||
General Public License or the Mozilla Public License. "Software" means the | ||
Intel® Open Image Denoise software in binary form, printed or electronic | ||
documentation, and any other collateral including any updates and upgrades that | ||
are made available to You by Intel under this Agreement. The Software does not | ||
include Third Party Software. "Third Party Software" mean the third party | ||
software (if any) listed in the "third-party-programs.txt" or other | ||
similarly-named text file that may be included in the Software. | ||
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2. LIMITED LICENSE. Subject to compliance with the terms and conditions of this | ||
Agreement, Intel grants You a limited, nonexclusive, nontransferable, revocable, | ||
worldwide, no fee license during the term of this Agreement, without the right | ||
to sublicense, under Intel’s copyrights, for Your (a) reasonable internal | ||
reproduction and internal use, and (b) redistribution of the Software to end | ||
users provided that: (i) the Software is provided under a written, legally | ||
enforceable end user license agreement that has the effect of protecting the | ||
Software and the rights of Intel and its licensors under terms no less | ||
restrictive than this Agreement, and (ii) You indemnify, defend, and hold | ||
harmless Intel and its licensors from any claims, including attorneys’ fees, | ||
related to the Your redistribution or use of the Software. | ||
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3. OWNERSHIP/LICENSE RESTRICTIONS. All right, title and interest in and to the | ||
Software are and will remain the exclusive property of Intel and its licensors. | ||
Unless expressly permitted under the Agreement, You will not, and will not allow | ||
any third party to (i) use, copy, distribute, transfer, sublicense, rent, 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; (iii) use or make the Software available for the | ||
use or benefit of third parties; (iv) modify, create a Derivative Work, link, or | ||
distribute the Software so that any part of it becomes subject to the license | ||
requirements of Reciprocal Open Source Software; (v) remove or alter any | ||
copyright, trademark or patent notice in the Software or any portion; (vi) use | ||
Intel’s or its licensors’ trademarks in Your distribution names or in a way that | ||
suggests Your distributions comes from or is endorsed by Intel or its licensors; | ||
(vii) bypass, disable, or circumvent any encryption, security, digital rights | ||
management or authentication mechanism in the Software; (viii) include the | ||
Software in malicious, deceptive or unlawful programs; (ix) distribute the | ||
Software in source code form; (x) grant the right to modify the Software; or | ||
(xi) reverse engineer, decompile or disassemble any portion of the output | ||
generated using the Software for the purpose of translating such output | ||
artifacts to target a non-NVIDIA platform if the output is intended for use on | ||
an NVIDIA platform. Furthermore, You: (a) 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, and trade secret, or | ||
other intellectual property licenses or rights to the Software, by implication, | ||
estoppel or otherwise, except for the licenses expressly granted above; (b) | ||
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; (c) agree to notify Intel in writing of any known or suspected | ||
distribution or use of the Software not in compliance with the requirements of | ||
this Agreement, and to enforce the terms of your agreements with respect to | ||
distributed Software; (d) agree to cooperate with Intel and provide reasonably | ||
requested information to verify your compliance with this Agreement; and (e) | ||
are solely responsible for ensuring that any product or service developed with | ||
the Software includes sufficient features to comply with all applicable legal | ||
and regulatory standards and requirements. | ||
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4. THIRD PARTY SOFTWARE. Third Party Software, even if included with the | ||
distribution of the Software, may be governed by separate license terms, | ||
including without limitation, open source software notices and terms, third | ||
party license terms, other Intel software license terms. Such separate license | ||
terms (and not this Agreement) govern Your use of the Third Party Programs. | ||
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5. Media Format Codecs and Digital Rights Management. You acknowledge and agree | ||
that Your use of the Software as permitted by this Agreement may require You to | ||
procure license(s) from third parties that may hold intellectual property rights | ||
applicable to any media decoding, encoding or transcoding technology (e.g., the | ||
use of an audio or video codec) or software, content, and/or digital rights | ||
management capabilities (the "Technology") of the Software, if any. Should any | ||
such additional licenses be required, You are solely responsible for obtaining | ||
any such licenses and agree to obtain any such licenses at Your own expense. | ||
Intel does not grant any necessary patent or other rights with respect to the | ||
Technology. | ||
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6. LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel | ||
with materials, information, comments, suggestions, or other communication | ||
regarding the features, functions, performance or use of the Software | ||
("Feedback"). To the extent You provide Intel with Feedback in a tangible form, | ||
You grant to Intel and its affiliates a non-exclusive, perpetual, sublicensable, | ||
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 or other feedback regarding the | ||
Software provided by You or on Your behalf. | ||
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7. SAFETY-CRITICAL, AND LIFE-SAVING APPLICATIONS; INDEMNITY. The Software may | ||
provide information relevant to safety-critical applications ("Safety-Critical | ||
Applications") to allow compliance with functional safety standards or | ||
requirements. You acknowledge and agree that safety is Your responsibility. To | ||
the extent You use the Software to create, or as part of, products used in | ||
Safety-Critical Applications, it is Your responsibility to design, manage, and | ||
ensure that there are system-level safeguards to anticipate, monitor, and | ||
control system failures, and You agree that You are solely responsible for all | ||
applicable regulatory standards and safety-related requirements concerning Your | ||
use of the Software in Safety Critical Applications. | ||
Should You use the Software for Safety-Critical Applications or in any type of a | ||
system or application in which the failure of the Software could create a | ||
situation where personal injury or death may occur (e.g., medical systems, | ||
life-sustaining or life-saving systems) ("Life-Saving Applications"), You agree | ||
to indemnify, defend, and hold Intel and its representatives harmless against | ||
any claims or lawsuits, costs, damages, and expenses, including reasonable | ||
attorney fees, arising in any way out of Your use of the Software in | ||
Safety-Critical Applications or Life-Saving Applications and claims of product | ||
liability, personal injury or death associated with those applications; even if | ||
such claims allege that Intel was negligent or strictly liable regarding the | ||
design or manufacture of the Software or its failure to warn regarding the | ||
Software. | ||
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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 versions 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. | ||
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9. NO WARRANTY. DISCLAIMER. THE SOFTWARE IS PROVIDED "AS IS" AND "WITH ALL | ||
FAULTS.’ INTEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND | ||
OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO | ||
ANY WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A | ||
PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR | ||
PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR | ||
COURSE OF TRADE. Intel does not assume, and does not authorize any person to | ||
assume on its behalf, any other liability. 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 under the | ||
terms of this Agreement. | ||
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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, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, | ||
COSTS OF PROCURING SUBSTITUTE PRODUCTS OR LOST DATA) ARISING OUT OF OR IN | ||
RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE | ||
SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF | ||
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR | ||
ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, 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. YOU MAY ALSO | ||
HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IN NO EVENT | ||
WILL INTEL’S, ITS AFFILIATES’ AND LICENSORS’ TOTAL CUMULATIVE LIABILITY UNDER OR | ||
ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. 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. | ||
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11. TERMINATION AND SURVIVAL. This Agreement will terminate immediately if You | ||
violate any of its terms or conditions. Intel may, at any time, terminate this | ||
Agreement if (i) you commence or participate in any legal proceeding against | ||
Intel or its licensors with respect to the Software; (ii) if Intel decides to no | ||
longer provide the Software in a particular country; or (iii) if Intel, in its | ||
sole discretion, decides to no longer make the Software commercially available. | ||
Upon any termination of this Agreement, all licenses granted to You hereunder | ||
terminate immediately. Upon termination, You will immediately stop use of the | ||
Software, permanently remove the Software from your systems, destroy the | ||
Software, and keep no copies. If requested in writing, you will certify in | ||
writing that you have complied with your obligations under this Section. The | ||
following sections will survive termination of this Agreement: Section 1, 3 | ||
(only with respect to the first sentence), 4, 5, 6, 7, 9, 10, 11, 12, 16, 17, 18 | ||
and 19. | ||
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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 enforce that judgment in any court that has | ||
jurisdiction over the parties. | ||
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13. EXPORT. You acknowledge that the Software and all related technical | ||
information are subject to export controls and You agree to comply with all laws | ||
and regulations of the United States and other applicable governments governing | ||
export, re-export, import, transfer, distribution, and use of the Software. In | ||
particular, but without limitation, the Software may not be exported or | ||
re-exported (a) into any U.S. embargoed countries or (b) to any person or entity | ||
listed on a denial order published by the U.S. government or any other | ||
applicable governments. By using the Software, You represent and warrant that | ||
You are not located in any such country or on any such list. You also agree | ||
that You will not use the Software for, or sell or transfer them to a third | ||
party who is known or suspected to be involved in, any purposes prohibited by | ||
the U.S. government or other applicable governments, including, without | ||
limitation, the development, design, manufacture, or production of nuclear, | ||
missile, chemical or biological weapons. | ||
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14. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software | ||
covered by this license is a "Commercial Item," as such term is defined by the | ||
FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and | ||
"commercial computer software documentation" as specified under FAR 12.212 (48 | ||
C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This | ||
commercial computer software and related documentation is provided to end users | ||
for use by and on behalf of the U.S. Government, with only those rights as are | ||
granted to all other end users pursuant to the terms and conditions herein. | ||
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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. | ||
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16. ENTIRE AGREEMENT. This Agreement contains the complete and exclusive | ||
agreement and understanding between the parties concerning the subject matter of | ||
this Agreement, and supersedes all prior and contemporaneous proposals, | ||
agreements, understanding, negotiations, representations, warranties, | ||
conditions, and communications, oral or written, between the parties relating to | ||
the same subject matter. You acknowledge and agree that in entering into this | ||
Agreement You have not relied on, and will not be entitled to rely on, any oral | ||
or written representations, warranties, conditions, understanding, or | ||
communications that are not expressly set forth in this Agreement. The express | ||
provisions of this Agreement control over any course of performance, course of | ||
dealing, or usage of the trade inconsistent with any of the provisions of this | ||
Agreement. The provisions of this Agreement will prevail notwithstanding any | ||
different, conflicting, or additional provisions that may appear on any purchase | ||
order, acknowledgement, invoice, or other writing issued by either party in | ||
connection with this Agreement. No modification or amendment to this Agreement | ||
will be effective unless in writing and signed by authorized representatives of | ||
each party, and must specifically identify this Agreement by its title and | ||
version; , except that Intel may make changes to the Agreement as it distributes | ||
new versions of the Software. If You received a copy of this Agreement | ||
translated into another language, the English language version of this Agreement | ||
will prevail in the event of any conflict between versions. | ||
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17. SEVERABILITY AND WAIVER. The parties intend that if a court holds that any | ||
provision or part of this Agreement is invalid or unenforceable under applicable | ||
law, the court will modify the provision to the minimum extent necessary to make | ||
it valid and enforceable, or if it cannot be made valid and enforceable, the | ||
parties intend that the court will sever and delete the provision or part from | ||
this Agreement. Any change to or deletion of a provision or part of this | ||
Agreement under this Section will not affect the validity or enforceability of | ||
the remainder of this Agreement, which will continue in full force and effect. | ||
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. | ||
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18. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’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. | ||
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19. THIRD PARTY BENEFICIARIES. The Software includes software and materials | ||
from Intel’s licensors. These licensors are intended third party beneficiaries | ||
that may enforce this Agreement with respect to their intellectual property | ||
rights. |
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