Discovery Tool License Agreement

INTEL-SA-00075 Discovery Tool

LIMITED LICENSE AGREEMENT

• (Original Equipment Manufacturer (“OEM”) / Original Design Manufacturer (“ODM”) / Independent Hardware Vendor (“IHV”) / Independent Software Vendor (“ISV”)/ IT Outsourcer (“ITO”)/ System Integrator (“SI”) Distribution)  

DO NOT download, install, access, copy, or otherwise use the Software (defined below), in whole or in part, until you have carefully read and unless you accept the terms and conditions OF THIS LIMITED LICENSE AGREEMENT. INTEL CORPORATION (“INTEL”) OFFERS THE SOFTWARE THROUGH ITS WEBSITES. By downloading, installing, accessing, copying, or otherwise using the Software, LICENSEE AGREES to be bound by the terms and conditions of this Agreement (defined below). IN THIS AGREEMENT, “LICENSEE” REFERS TO yOU OR YOUR EMPLOYER OR OTHER ENTITY FOR WHOSE BENEFIT YOU ACT, AS APPLICABLE. If Licensee does not agree to these terms and conditions, OR IF LICENSEE HAS NOT AUTHORIZED YOU TO ACCEPT THESE TERMS AND CONDITIONS, do not continue to download, install, access, copy, or otherwise use the Software, and destroy any copies of the Software that may have already been downloaded.

Please Also Note:

1. If you are an OEM, ODM, IHV, ISV, ITO, or SI, then this complete Intel Setup and Configuration Software Limited License Agreement applies to you.  If you are an End User, then only Exhibit A (INTEL END-USER SOFTWARE LICENSE AGREEMENT (Final, Site License)) applies to you.
2. The license rights granted under this Agreement are limited to the Software that Intel provides or otherwise makes available to Licensee through a web portal or otherwise, for use in or with an associated Intel-based Device (defined below) for which the Software was designed. This Agreement and the licenses Intel grants under this Agreement are not intended to and do not extend or expand the scope of any other license or right in or to any other Intel hardware or Intel software that Licensee may have or receive, even if Licensee uses the other Intel hardware or Intel software in or with the Intel-based Device associated with the Software licensed under this Agreement.
3. Regardless of anything to the contrary, Licensee acknowledges that Intel is not obligated to provide Licensee with any update or upgrade to any Software that Intel previously provided.
4. Licensee may only use certain third party software provided with or within the Software (A) after Licensee secures a license directly from the owner of the software, or (B) in combination with silicon purchased from the third party. One or more text files accompanying the Software contains a listing of any third party limitations.
5. Intel reserves the right to modify these terms and conditions at any time, and from time to time, in Intel’s sole discretion, without prior notice. Licensee agrees to keep current its email address and other contact information that it provides to Intel so that Intel can notify Licensee of any modifications or termination of this Agreement. Modifications will become effective immediately when Intel notifies Licensee of them by posting them on site from where you downloaded the Software, including, without limitation, by posting them on https://downloadcenter.intel.com/download/26755. If Licensee rejects the modifications, its sole and exclusive remedy will be to terminate this Agreement, in which case Licensee must immediately destroy the Software or return all copies to Intel. If License continues to use the Software, Licensee will be deemed to have accepted the modifications and will be bound to comply with them.

Intel is offering this Agreement to Licensee contingent on and subject to Licensee’s acceptance of and adherence to the terms and conditions of this Agreement. If Licensee has any questions, concerns, or otherwise does not want to be bound by this Agreement, Licensee must not download, install, access, copy, or otherwise use the Software.

For good and valuable consideration, the sufficiency of which is acknowledged by the parties, and intending to be legally bound, the parties agree to the following terms, conditions, and limitations:

DEFINITIONS. The following defined terms are used throughout this Agreement:

1. “Agreement” means this INTEL-SA-00075 Discovery Tool Limited License Agreement and all exhibits, addenda, and amendments, if any.
2. “Documentation” means all user manuals and other materials describing the Software, its operation, and matters related to its use, that Intel may provide 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 or on magnetic media, or communicated by electronic means.
3. “Download Site” means https://downloadcenter.intel.com/download/26755 and any successor URL.
4. “End User” means a purchaser, recipient, or any other user of Licensee’s Intel-based Device that does not resell the device.
5. “Executable Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.
6. “Intel-based Device” means a computing device that incorporates one or more Intel processors.
7. “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 the Limited License section of this Agreement, when the Software is in its unmodified form as delivered by Intel to Licensee 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.
8. “Open Source Software” means any software that requires, as a condition of use, modification, or distribution of the software, that the software or other software incorporated into, derived from, or distributed with that software: (A) be disclosed or distributed in Source Code; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); the Artistic License (e.g., PERL); the Mozilla Public License; the Netscape Public License; the Sun Community Source License (SCSL); the Sun Industry Source License; the Apache Software license; and the Common Public License (CPL). The Open Source Software components associated with the Software and their corresponding license terms may be found within text files associated with the Software, the Source Code of the Software, or the Source Code of the Open Source Software that is provided with the Software (or one or more of those places).
9. "Software" means the computer program, in Executable Code, as delivered or otherwise made available by Intel to Licensee, and any updated or improved version(s) of the program that Intel provides or otherwise makes available under this Agreement, if any, but does not include Open Source Software or any computer programming code that is subject to an agreement, obligation, or license (whether or not accompanying the computer program) intended to supersede or override this Agreement.
10. "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.
11. "Term" means the period that begins on Licensee’s first use of the Software or acceptance of these terms and conditions and continues until this Agreement is terminated.

LIMITED LICENSE. Subject to the terms and conditions of this Agreement, Intel grants to Licensee, during the Term of this Agreement, a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license, without the right to sublicense:

1. under Intel’s copyrights and (subject to the third party licensing requirements reflected in this Agreement, if any) Intel’s suppliers’ copyrights, to:

1. evaluate the Software in connection with Intel-based Devices;
2. reproduce and publicly display the Software, only when integrated with and executed by an Intel-based Device, subject to the third party licensing requirements reflected in this Agreement, if any;
3. distribute the Software, in combination with and solely for execution by an Intel-based Device subject to the third party licensing requirements reflected in this Agreement, if any, and if to an End User, under the Intel End User Software License Agreement attached as Exhibit A; and
4. modify, reproduce, and distribute any Documentation in association with the Software.

1. under Intel’s Licensed Patent Claims to the Software, to:

1. make copies of the Software internally only;
2. use the Software internally only;
3. offer to distribute, and distribute, but not sell, the Software under the license under Intel’s copyrights granted in section 1 above in this Limited License section, but only under the terms and conditions of that license under Intel’s copyrights and not as a sale and subject to the following conditions and restrictions:

1. Licensee may only distribute the Software under an agreement having terms and conditions at least as restrictive as those contained in Intel’s End User Software License Agreement attached as Exhibit A, and only for use in or with Intel-based Devices; and
2. 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 or on behalf of Licensee, any of Licensee’s customers (which, for all purposes under this Agreement, will mean either a customer or a distributor), or any other third party even if the modifications and derivative works are permitted under section (1)(A) above.

LICENSE LIMITATIONS.

1. All right, title, and interest in and to the Software and Documentation are and will remain the exclusive property of Intel and its suppliers, as applicable. Unless expressly permitted under the Limited License section above, Licensee will not, and will not allow any third party to:

1. use, copy, or distribute the Software or Documentation;
2. modify, adapt, enhance, disassemble, decompile, reverse engineer, change, or create derivative works from the Software; or
3. use or make the Software available for the use or benefit of third parties.

1. The consideration under this Agreement is only for the licenses that Intel expressly grants to Licensee under the Limited License section above. Any other rights, including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires Intel to grant any additional license. Licensee acknowledges that an essential basis of the bargain in this Agreement is that Intel grants Licensee no licenses or other rights, including, but not limited to, patent, copyright, trade secret, 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 above. Specifically, except for the licenses that Intel expressly grants under the Limited License section above, Intel grants no licenses or other rights, expressly or by implication, estoppel, or otherwise, to:

1. make, use, sell, offer for sale, or import modifications or derivative works of the Software;
2. sell or offer to sell the Software;
3. combine the Software or modified versions or derivative works of the Software with other items or to use any such combination; or
4. any claims of any patents, patent applications, or other patent rights of Intel other than the Licensed Patent Claims.

1. Licensee acknowledges that there are significant uses of the Software in its original, unmodified, and uncombined form. The consideration for the licenses 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 Licensee or third parties make that infringe any Intel patent claim.
2. Except as expressly permitted under the Limited License section above or this section 4, Licensee will not allow the Software or Documentation to be accessed or used by third parties. Licensee’s authorized consultants and subcontractors may access the Software and Documentation where the access is necessary to their performing services on Licensee’s behalf consistent with the licenses granted to Licensee under this Agreement, but only if Licensee first requires those consultants and subcontractors to sign written agreements obligating them to observe the same restrictions concerning the Software and Documentation as are contained in this Agreement. Licensee remains fully liable to Intel for the actions and inactions of those consultants and subcontractors.

LICENSE TO FEEDBACK AND MODIFICATIONS. To ensure Intel’s freedom to operate and to continue to develop the Software and Documentation, Licensee agrees to grant and does hereby grant to Intel and its affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and transferable license, with the right to sublicense, under all of Licensee’s intellectual property rights, whether perfected or not, to incorporate or otherwise use: (1) any comments, suggestions, descriptions, opinions, ideas, errata or any other feedback, however provided and however designated, whether oral or written, whether marked or labeled, concerning the Software or Documentation that Licensee, or a third party on behalf of Licensee, provides to Intel; and (2) to any derivative works created from or otherwise including the Software or Documentation.

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