 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
INTEL® MANAGED OBJECTS TOOLKIT VERSION 1.0 COPYRIGHT LICENSE AND DISTRIBUTION AGREEMENT
|
IMPORTANT — READ THIS BEFORE OPENING OR INSTALLING
IF YOU OPEN THIS PACKAGE OR REPRODUCE OR INSTALL THE MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WANT TO BE BOUND BY THIS AGREEMENT, DO NOT OPEN THIS PACKAGE, OR INSTALL OR USE THE ENCLOSED MATERIALS OR SOFTWARE. |
1. Definitions.
"Affiliated Corporations" mean the parent corporation and any subsidiary corporation which is wholly owned or majority owned by the parent corporation."Component Object Model Redistributables (COM)" means the following Microsoft files: Msvcrt.dll, Mfc42.dll, Msstkprp.dll.
"Documentation" means all documentation provided by Intel under this Agreement.
"Example Code" means all source code modules included under the \EXAMPLES directory as noted.
"Licensee Product" means only products which incorporate all or a portion of the Materials, and which are manufactured by or for, and distributed by Licensee subject to the licenses granted by Intel under this Agreement.
"Licensee" means the individual or entity identified as the Licensee upon ordering these Materials from Intel. If Licensee is a U. S. Corporation, then Licensee shall include Affiliated Corporations, provided that such Affiliated Corporations agree to the terms and conditions of this Agreement and provided that Licensee remains solely responsible for the duties and obligations of Licensee under this Agreement.
"Materials" means the software product known as Intel Managed Objects Toolkit software to be provided by Intel under this Agreement, in binary and, for certain modules, source code format, and the Documentation related thereto.
"Microsoft Software" means Microsoft Visual C++ software V4.2, and Microsoft Visual Basic software v. 5.0, including MSVBVM50.DLL, MSFLXGRD.OCX, MSMASK32.OCX, GRID32.OCX, CTL3D32.DLL, AND COMCTL32.OCX, and COM Redistributables.
2. License.
Subject to the terms and conditions of this Agreement, Intel Corporation ("Intel") grants to Licensee a non-exclusive, non-transferable, royalty-free license, under Intel copyrights, in the Materials to:A. Licensee may:
- Reproduce and prepare derivative works of the Materials (in both binary and source code form), internally only, solely for the purpose of (a) integrating the Redistributable Files and Documentation with Licensee Product, (b) creating bug fixes and error corrections to the Redistributable Files and Documentation, and (c) compiling the Materials into binary code for internal use and for distribution in accordance with Section 2.A.ii, iii, and iv.
- Reproduce and distribute the Materials in binary code form only, including any bug fixes and error corrections in binary form that are made to such Materials pursuant to Section 2.A.i above, subject to the terms and conditions of this Agreement and strict compliance with the following: (a) only as incorporated into or for use in conjunction with a Licensee Product containing significant additional value beyond the Materials such that Licensee's customer would not be purchasing the Licensee Product primarily to obtain the Materials, (b) as a stand alone product only as an update to the Materials previously provided with Licensee Product;(c) on a royalty free basis only; (d) subject to the restrictions on redistribution of Microsoft Software as set forth in Section 2.A.iii. below; and (e) subject to Licensee's distributing such software pursuant to an end user license agreement containing terms at least as protective of Intel as those contained in Exhibit A attached hereto.
- Redistribute Materials which contain Microsoft Software (a) only as part of the Materials and not as a standalone product; (b) only if Licensee has obtained a license agreement from Microsoft which permits Licensee to distribute the Microsoft Software which is incorporated in the Materials; and (c) only if Licensee distributes the Materials containing the Microsoft Software only in conjunction with the redistribution of a COM object (e.g., an ActiveX control) designed for use or development of an application and/or web page that adds significant and primary functionality to the COM Redistributables.
- Documentation: Reproduce and modify the Documentation for internal use only. Notwithstanding the foregoing, Licensee may distribute Documentation for the Materials, and modifications to such Documentation, only to Licensee's customers in conjunction with Licensee Product.
- Distribute the Materials except as provided in Section 2.A(ii), (iii) and (iv).
- Distribute the Microsoft Software as a standalone product.
- Permit others to disassemble, decompile, or otherwise reverse engineer the Materials, in whole or in part.
- Use, copy, modify, rent, sell or transfer the Materials or any portion thereof except as provided in Section 2.A.
- Make any statements that the Licensee Product or the Materials are certified by Intel, or that performance is guaranteed or verified in any regard, by Intel.
- Use Intel's name or trademarks to market Licensee's products without Intel's prior written consent.
3. Ownership.
Licensee acknowledges that title to the Materials and any modifications or derivative works thereto, remain the property of Intel and its vendors. Licensee agrees to promptly provide to Intel any modifications, derivative works, bug fixes, and error corrections made to the Materials. Licensee hereby assigns all right, title, and interest in and to such modifications or derivative works, including bug fixes and error corrections, to Intel.
4. Copyright.
The Materials are copyrighted and are protected by United States copyright laws and international treaty provisions. Licensee will not remove any copyright or other proprietary notices from the Materials. Licensee agrees to prevent any unauthorized copying of the Materials.
5. Support.
Intel has no obligation to provide support of any kind to Licensee regarding use of the Materials. Intel may, at its sole discretion, create upgrades and updates to correct errors and bugs. Intel may make any such upgrades and updates available to Licensee on electronic bulletin board service or on the Internet and Intel shall have no obligation to notify Licensee of the availability of any such upgrade or update. Such upgrades and updates shall be considered part of the Materials, and shall be subject to this Agreement. Licensee shall be solely responsible to its customers for any update or support obligation or other liability which may arise from Licensee's distribution of the Materials or modified Materials.
6. Reservation of Rights:
Except as expressly provided herein, Intel does not grant any express or implied right or license to Licensee under any Intel patents, copyrights, trademarks, or trade secret information.
7. Limited Warranty.
If the media on which the Materials are furnished is found to be defective under normal use for a period of ninety (90) days form the date of receipt, Intel's entire liability and Licensee's exclusive remedy shall be the replacement of the media. This offer is void if the media defect results from accident, abuse or misapplication.Except for the above warranty on Media, the Materials are provided "AS IS" without warranty of any kind, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND INTEL DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
8. Limitation of Liability.
NEITHER INTEL NOR ITS VENDORS SHALL HAVE ANY LIABILITY FOR LOST PROFITS, LOSS OF USE, BUSINESS INTERUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR CONSEQUENTIAL, INCIDENTAL, PUNATIVE ANDSPECIAL DAMAGES IRRESPECTIVE OF WHETHER INTEL HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL INTEL'S TOTAL LIABILITY TO LICENSEE EXCEED THE SUM PAID TO INTEL BY LICENSEE FOR THE MATERIALS LICENSED HEREUNDER.
9. Termination.
Intel may terminate this Agreement at any time if Licensee is in material breach of any of its terms and conditions. Upon termination, Licensee shall immediately destroy the Materials or return all copies of the Materials to Intel along with any copies thereof.
10. 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 FAR 52.227-14 and DFARS 252.227-7013 et. seq. or its successor. The use of this product by the Government constitutes acknowledgment of Intel's proprietary rights in the product.
11. Applicable Law.
Any claim arising under or relating to this Agreement shall 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.
12. Jurisdiction.
Each party hereby agrees to jurisdiction and venue in the courts located in the State of Delaware for all disputes and litigation arising under or relating to this Agreement. This provision is meant to comply with 6 Del. C. Section 2708(a).
13. Severability.
The terms and conditions stated in this Agreement are declared to be severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the parties shall use good faith to negotiate a substitute, valid, and enforceable provision which most nearly effects the parties' intent in entering into this Agreement.
14. Export Laws.
Licensee agrees that the distribution and export/re-export of the Materials shall be in compliance with the laws, regulations, orders or other restrictions of the U.S. Export Administration Regulation, or export/re-export regulations of any foreign government as applicable.
EXHIBIT A
END-USER SUBLICENSE RESTRICTIONS
All End User Agreements will at a minimum contain provisions that provide for the following:
- Only a personal, nontransferable, and nonexclusive right to use the Materials on a single designated Licensee Product is granted to such end user.
- Licensee or its supplier retains all title to the Materials, and all copies thereof, and no title to the Materials, or any intellectual property in the Materials, is transferred to such end user.
- The end user may not copy the Materials, except for one (1) copy for backup or archival purposes only and only as necessary to use the Materials on the designated Licensee Product, and that all such copies including documentation shall contain all copyright and other proprietary notices or legends of Licensee and its supplier; and that no copies of the documentation may be made by the end user.
- The end user agrees not to reverse assemble, decompile, or otherwise attempt to derive or prepare derivative works of the source code from the Materials.
- The end user agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority, and not to transfer, or authorize the transfer, of the Materials to a prohibited country or otherwise in violation of any such restrictions or regulations.
- The end user may transfer the Materials to a transferee in connection with the transfer of the designated Licensee Product (i) to a transferee within the same country as the original end user sublicense was granted, and (ii) to a transferee within a different country only with the written consent of Licensee's supplier, and in either case subject to the transferee's executing a written end-user sublicense in the same form as the original end-user's sublicense.
- Licensee's supplier is a direct and intended beneficiary of the end-user sublicense and may enforce it directly against the end user.
- Upon termination of the license granted to the end user, the end user shall return or destroy all copies of the Materials and shall certify in writing that it has fulfilled this obligation.
- NEITHER LICENSEE NOR ITS SUPPLIERS SHALL BE LIABLE TO THE END USER FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF A MATERIALS.
- Protect the Licensed Software from governmental abuse. In the United States, a statement similar to the following is acceptable:
United States Government Restricted Rights. Use, duplication or disclosure of the Licensed Software by the U.S. Government is subject to "Restricted Rights", as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFARS") in paragraph 252.227-7013(c)(1)(ii) if to the Department of Defense (DOD), or, if the Software is supplied to any unit or agency of the U.S. Government other than DOD, the Government's rights in Software will be as defined in paragraph 52.227-19(c)(2) of the Federal Acquisition Regulations ("FAR"). Contractor: (Licensee's Name)
Managed Objects Toolkit License, R3.0 7/14/97(kc) 2
* Legal Information © 1998 Intel Corporation