INTEL SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
DO NOT USE OR LOAD THIS INTEL SOFTWARE UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING 
TERMS AND CONDITIONS. BY LOADING OR USING THIS INTEL SOFTWARE, YOU ("YOU" OR "LICENSEE") 
AGREE TO THE TERMS OF THIS INTEL SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT"). 
IF YOU DO NOT WISH TO SO AGREE, DO NOT COPY, INSTALL OR USE THIS INTEL SOFTWARE. 
IF YOU ARE AN AGENT OR EMPLOYEE OF A LEGAL ENTITY YOU REPRESENT AND WARRANT THAT 
YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.

1. DEFINITIONS: The following definitions apply in this Agreement:

1.1 "Derivative Work" means a derivative work, as defined in 17 U.S.C.  101, of 
the Software, that You developed.

1.2 "Documentation" means the user manuals and other written materials that describe 
the Software, its operation and matters related to its use, that Intel provides in 
connection with, under, or subject to, this Agreement, and any updated, improved 
or modified version(s) of those materials, whether provided in published written 
material, on magnetic media or communicated by electronic means.

1.3 "Executable Code" means computer programming code in binary form suitable for 
machine execution by a processor without the intervening steps of interpretation 
or compilation.

1.4 "File Header(s)" means the information provided with the Software and any 
Open Source Software that identifies (i) the Software and the Open Source 
Software, and (ii) any notices or additional information about the Software 
or Open Source Software.

1.5 "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 Section 2(B), when that Software is in its 
unmodified form as delivered by Intel to You 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.

1.6 "Open Source Software" means
(A) any software that requires as a condition of use, modification or distribution 
of the software that that software or other software incorporated into, derived 
from or distributed with that software:
(i) be disclosed or distributed in Source Code;
(ii) be licensed by the user to third parties for the purpose of making or 
distributing derivative works; or
(iii) be redistributable at no charge.
(B) Open Source Software includes, without limitation, software licensed or 
distributed under any of the following licenses or distribution models, or 
licenses or distribution models substantially 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); and
(vii) the Common Public License (CPL).

1.7 "Software" means any computing programming code, including Pre-Production 
Licensed Software, in Executable Code and Source Code that is provided in 
connection with, under, or subject to this Agreement, but does not include 
computing programming code that is (i) delivered with the Software that is 
Open Source Software and/or (ii) subject to an agreement, obligation and/or 
license (in each case whether or not accompanying such computing programming code) 
intended to supersede or override this Agreement. The file directories, 
sub-directories and individual File Headers included with the Software shall 
contain information to identify the Software and any Open Source Software.

1.8 "Source Code" means a form in which a computer program's logic is easily 
deduced by a human being with skill in the art, such as a printed listing of the 
program or a form from which a printed listing can be easily recognized.

2. GRANT. Subject to the limitations set forth in Section 3, Intel hereby grants 
You, during the term of this Agreement, a non-transferable, non-exclusive, 
limited right and license (without the right to sublicense):
(A) under Intel's copyrights, to copy and make a reasonable number of copies of 
the Software solely for Your internal testing purposes, provided, however, that 
this license does not include the right to sublicense, and may be exercised only 
by Your employees and only within Your facilities;
(B) under Intel's Licensed Patent Claims, to use and make copies of the Software 
internally only, but this right does not include the right to sublicense, provided 
however, that the license under the Licensed Patent Claims does not and will not 
apply to any modifications to, or Derivative Works of, the Software, whether made 
by You or any third party even if the modification and Derivative Works are 
permitted under this Agreement.

3. LIMITATIONS.

3.1 The consideration under this Agreement is only for the licenses that Intel 
expressly grants to You in Section 2. 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. You 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, trademark, trade 
name, service mark or other intellectual property licenses or rights with respect 
to the Software and Documentation, by implication, estoppel or otherwise, except 
for the licenses expressly granted in Section 2. Specifically, except for the 
licenses that Intel expressly granted You in Section 2, Intel grants no licenses 
or other rights, expressly or by implication, estoppel or otherwise, to:
(A) make, use, sell, offer for sale, or import modifications of the Software;
(B) sell or offer to sell the Software;
(C) combine the Software or modified versions of the Software with other items or 
to use any such combination; or
(D) any claims of any patents, patent applications, or other patent rights of 
Intel other than the Licensed Patent Claims.

3.2 You acknowledge that there are significant uses of the Software in its original, 
unmodified and uncombined form. The consideration for the license 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 You or third parties make that infringe 
any Intel patent claim.

4. RESTRICTIONS. The license granted under Section 2 of this Agreement is subject 
to these conditions:
A. You must copy all copyright legends, trademarks, trade names and other legends 
and identification when You copy the Software.
B. You may not copy the Documentation except for a reasonable number of printed 
copies that You produce for internal use only.
C. You may not disassemble, decompile or otherwise reverse engineer the Software.
D. You may not sublicense the Software.
E. The Software may include portions offered on terms in addition to those set out 
here, as set out in a license accompanying those portions.

5. OPEN SOURCE SOFTWARE. You may not subject the Software, in whole or in part, 
to any license obligations of Open Source Software including without limitation 
combining or distributing the Software with Open Source Software in a manner that 
subjects the Software or any portion of the Software provided by Intel hereunder to 
any license obligations of such Open Source Software. In the event Open Source 
Software is included with the Software, such Open Source Software is licensed 
pursuant to the applicable Open Source Software license agreement identified in 
the Open Source Software comments in the applicable Source Code file(s) and/or File 
Header provided with the Software. Additional detail may be provided (where applicable) 
in the accompanying on-line documentation. With respect to the 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

6. NO OTHER RIGHTS. The Software is protected by the intellectual property laws of 
the United States and other countries, and international treaty provisions. Except 
as otherwise expressly above, Intel grants no express or implied rights under Intel 
patents, copyrights, trademarks, or other intellectual property rights. Except as 
expressly stated in this Agreement, no license or right is granted to You directly 
or by implication, inducement, estoppel or otherwise. Intel shall have the right to 
inspect or have an independent auditor inspect Your relevant records to verify Your 
compliance with the terms and conditions of this Agreement.

7. CONFIDENTIALITY. If You wish to have a third party consultant or subcontractor 
("Contractor") perform work on Your behalf which involves access to or use of Software, 
You will obtain a written confidentiality agreement from the Contractor which contains 
terms and obligations 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. Otherwise, You will not disclose the terms or existence of this 
Agreement or use Intel's Name in any publications, advertisements, or other announcements 
without Intel's prior written consent. You do not have any rights to use any Intel 
trademarks or logos

8. OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains 
with Intel or its suppliers. The Software is copyrighted and protected by the laws of 
the United States and other countries, and international treaty provisions. You may 
not remove any copyright notices from the Software. Intel may make changes to the 
Software, or to items referenced therein, at any time without notice, but is not 
obligated to support or update the Software. Except as otherwise expressly provided, 
Intel grants no express or implied right under Intel patents, copyrights, trademarks, 
or other intellectual property rights. You may transfer the Software only if the 
recipient agrees to be fully bound by these terms and if you retain no copies of 
the Software.

9. 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. You may request additional 
information on Intel's service offerings from an Intel sales representative. 
You agree to be solely responsible to Your End Users for any update or support 
obligation or other liability which may arise from the distribution of the Software, 
if permitted under this Agreement.

10. EXCLUSION OF OTHER 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.

11. Limitation of Liability. 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. Intel will not be 
liable for any damages whatsoever including costs of procurement of substitutes, 
loss of profits, loss of use, interruption of business, or for any other special, 
consequential, punitive or incidental damages, however caused, whether for breach 
of warranty, contract, tort, negligence, strict liability or otherwise, irrespective 
of whether Intel has advance notice of the possibility of such damages. Intel's 
cumulative liability to You for all claims of any kind resulting from the Software 
furnished under this Agreement, will not exceed one thousand US Dollars ($1000), 
regardless of whether Intel has been advised of the possibility of those damages or 
whether any remedy set forth in this Agreement fails of its essential purpose or 
otherwise. This limitation of liability is cumulative and not per incident; the 
existence of more than one claim will not increase the limit. The limitation of 
liability set forth in this Section 11 is a fundamental basis of this Agreement; 
and each Party understands and agrees that the other would not have entered into 
this Agreement without the limitation of liability.

12. TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement immediately, 
upon notice from Intel, if You violate its terms. Upon termination, You 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 You hereunder shall immediately terminate, except 
for licenses that you have previously distributed to Your end-users pursuant to the 
license grant above.

13. APPLICABLE LAWS. Any claims arising under or relating to this Agreement will be 
governed by the internal substantive laws of the State of Delaware or federal courts 
located in Delaware, without regard to principles of conflict of laws. Each Party 
hereby agrees to jurisdiction and venue in the courts of the State of California for 
all disputes and litigation arising under or relating to this Agreement. The Parties 
agree that the United Nations Convention on Contracts for the International Sale of 
Goods is specifically excluded from application to this Agreement. The Parties consent 
to the personal jurisdiction of the above courts.

14. EXPORT. You acknowledge that the Software, Documentation and all related technical 
information or materials is subject to export controls under the laws and regulations 
of the United States and any other applicable governments. You agree to comply with 
these laws and regulations governing export, re-export, import, transfer, distribution, 
and use of the Software, Documentation and all related technical information or materials. 
In particular, but without limitation, the Software, Documentation and all related technical 
information or materials 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, Documentation 
and all related technical information or materials, 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, Documentation and all related technical information or materials 
for any purposes prohibited by the U.S. government or other applicable governments' laws, 
including, without limitation, the development, design, manufacture or production of nuclear, 
missile, chemical or biological weapons. You confirm that the Software, Documentation and 
all related technical information or materials will not be re-exported or sold to a third party 
who is known or suspected to be involved in activities including, without limitation, the 
development, design, manufacture, or production of nuclear, missile, chemical or biological 
weapons. You agree that Software, Documentation and all related technical information or 
materials subject to control under defense laws and regulations (e.g., the International 
Traffic in Arms Regulations [ITAR]) must not be transferred to non-U.S. persons, whether 
located in the U.S. or abroad, without a government license. You will indemnify Intel 
against any loss related to Your failure to conform to these requirements

15. GOVERNMENT RESTRICTED RIGHTS. U.S. Government Contract Provisions. This Agreement 
is a temporary license of the Software for Your internal use. No Government procurement 
regulation or contract clauses or provision will be considered a part of any transaction 
between the Parties under this Agreement unless its inclusion is required by statute, or 
mutually agreed upon in writing by the Parties in connection with a specific transaction. 
The technical data and computer Software covered by this license is a "Commercial Item," 
as that 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 under the terms and conditions in this Agreement. Use for or on behalf of the U.S. 
Government is permitted only if the party acquiring or using this Software is properly 
authorized by an appropriate U.S. Government official. This use by or for the U.S. 
Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other 
provision that addresses Government rights in the computer Software or documentation 
covered by this license. All copyright licenses granted to the U.S. Government are 
coextensive with the technical data and computer software licenses granted in this 
Agreement. The U.S. Government will only have the right to reproduce, distribute, 
perform, display, and prepare derivative works as needed to implement those rights

16. ASSIGNMENT. You may not delegate, assign or transfer this Agreement, or any of 
Your rights and obligations under this Agreement, whether by contract, operation of 
law, acquisition, merger, consolidation, sale of all or substantially all of Your 
outstanding shares or assets, other changes in control, or any other event, and any 
attempt to do so will be a material breach of this Agreement and will be null and void. 
In addition, You may not sublicense, assign or transfer any Software, Documentation, 
Confidential Information or any part of the Software, Documentation or Confidential 
Information, or any right in this Agreement, whether by contract, operation of law, 
acquisition, merger, consolidation, sale of all or substantially all of a party's 
outstanding shares or assets, other changes in control, or any other event, to any 
third party temporarily (such as loaning, rental, licensing or timeshare) or permanently, 
except as expressly permitted under Section 2 without the prior written consent of Intel 
in each instance (which consent Intel may withhold in its sole discretion). Any attempted 
sublicense, assignment or transfer that is not expressly permitted under Section 2 or is 
without consent will be a material breach of this Agreement and will be null and void. 
Subject to the other provisions of this Section 15, this Agreement will bind and inure 
to the benefit of the Parties and their permitted successors and assigns

17. Entire Agreement. The terms and conditions of this Agreement constitutes the entire 
agreement between the parties with respect to the subject matter hereof, and merges and 
supersedes all prior, contemporaneous agreements, understandings, negotiations and discussions. 
Neither of the parties hereto shall be bound by any 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.

18. Attorneys' Fees. In the event any proceeding or lawsuit is brought by Intel or You 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.

19. 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.

20. 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.

21. 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.

22. 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 you 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
