Last updated: June 3, 2019
INTEL UNITE® PLUG IN SOFTWARE
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not copy, install, distribute, publicly display, or use the Software (as defined below) provided under this Intel Unite® Plug In Software License Agreement (this "Agreement") until you (“You”) have carefully read and agreed to the following terms and conditions. Unless otherwise defined, capitalized terms are set forth in Attachment A.
This Agreement forms a legally binding contract between You and Intel Corporation (“Intel”) (collectively, the “Parties”) regarding Your use of the Software. By copying, installing, distributing, publicly displaying, 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, do not copy, install, distribute, publicly display, or use the Software.
If You are agreeing to the terms and conditions of this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the legal authority to bind that legal entity to the Agreement, in which case, "You" will mean such entity.
Third Party Programs, even if included with the distribution of the Software, are governed by separate third party license terms, including without limitation, Open Source Software license terms. Such third party license terms (and not this Agreement) govern Your use of the Third Party Programs, and Intel is not liable for the Third Party Programs.
LICENSE TERMS AND CONDITIONS
In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, and intending to be legally bound, the Parties agree as follows:
1.1 Intel has designed and developed a series of software components that enable a capability to plugin and operate with a suite of software components branded INTEL UNITE® which, when installed in a computing environment, complements the capabilities of fourth and successive generations of Intel® Core™ vPro™ processor-based mini PC devices by enabling individual users within the computing environment to establish a wireless (WLAN), peer-to-peer connection between a fourth and successive generations of Intel® Core™ vPro™ processor-based mini PC device connected to a display and individual user devices.
1.2 This Agreement sets forth the terms under which You may use the Software or portions thereof to optimize and distribute the Plugin that is to be used with the other software components of INTEL UNITE® that are licensed separately.
2.1 Grant. Subject to the limitations set forth in this Agreement, including without limitation, Section 2.3 and Attachment B, Intel hereby grants You, during the term of this Agreement, a non-transferable, non-sublicenseable (except as permitted under Section 2.1(A)(3)), non-exclusive, royalty-free, limited right and license:
(A) under Intel’s copyrights, to:
(1) internally reproduce, display and perform all or any portion of the Software for Your internal use; and
(2) modify or create derivative works of, only such portions of the Software provided in Source Code form; and
(3) distribute, directly or indirectly, the Redistributable Software only in binary code form and only in connection with a Licensed Product, with a limited right to sublicense solely under Intel’s copyrights, through multiple tiers of distribution subject to the same restrictions set forth in this Agreement, including Section 2.1(A)(3) and Section 2.3(C).
(B) under Intel’s Licensed Patent Claims, to:
(1) reproduce the Software internally only; and
(2) use the Software internally only; and
(3) offer to distribute, distribute, but not sell, the binary code form only of the Redistributable Software as delivered to You by Intel under the copyright license granted in Section 2.1(A)(3);
provided, further, that the license under the Licensed Patent Claims in Section 2.1(B) does not and will not apply to any modifications to, or derivative works of, the Software, whether made by You, Your Customer, an End User or any other third party even if the modification and derivative works are permitted under 2.1(A)(2).
2.2 Permitted Sublicenses. If You are an entity, each of Your employees and Your contractors may use the Software as specified in Section 2 above, provided: (i) their use of the Software is solely on behalf of and in support of Your business, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely responsible for their use of the Software.
2.3 Additional License Conditions.
(A) Restrictions. All rights, title and interest in and to the Software are and will remain the exclusive property of Intel. You will not, and will not allow any third party to:
(1) prevent or restrict portions of the Software from being installed on any system that meets the technical requirements for the Software as specified in the Documentation;
(2) use and reproduce (except pursuant to Section 2.1), distribute (except pursuant to Section 2.1(A)(3)), sell or offer to sell the Software;
(3) modify (except pursuant to Section 2.1(A)(2)), adapt, enhance, disassemble, combine, derive or discover the source code for the Software, or attempt to do so (whether by decompiling, reverse engineering or otherwise), change or create derivative works from the Software (except pursuant to Section 2.1(A)(2)); or
(4) modify in any way, or remove, any privacy notices contained in any of the Software or modify in any way, or remove any references to Intel trademarks or product brand names.
(B) No Other Rights. The consideration under this Agreement is only for the licenses that Intel expressly grants to You in Section 2.1. 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, by implication, estoppel or otherwise, except for the licenses expressly granted in Section 2.1.
(C) Limitations on Distribution. Distribution of the Redistributable Software is also subject to the following limitations: You (i) will be solely responsible to Your customers for any update, support obligation or other liability which may arise from the distribution, (ii) will not make any statement that Your Licensed Product is "certified" or that its performance is guaranteed by Intel, (iii) will not use Intel's name or trademarks to market Your Licensed Product without written permission from Intel, (iv) will indemnify, hold harmless, and defend Intel and its suppliers and licensors from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from Your modifications, derivative works or Your distribution of Your plug in or Licensed Product; and (v) use a license agreement that contains provisions that are at least as restrictive as this Agreement, and prohibits disassembly and reverse engineering of the Redistributable Software.
2.4 Third Party Programs. If the Software includes Third Party Programs, that Third Party Program is licensed under the applicable license agreement accompanying such Third Party Program. Where applicable, the Documentation may contain additional detail. With respect to the Third Party Programs, nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of the license agreement applicable Third Party Program. You will not subject the Software, in whole or in part, to any license obligations associated with Open Source Software, including combining the Software or Documentation with Open Source Software in a manner that subjects Intel, or any portion of the Software, to any license obligations of the Open Source Software.
2.5 Unauthorized Use. The Software is not designed, intended, or authorized for use 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 lifesaving systems). Should You use the Software for any such unintended or unauthorized use, You hereby indemnify, defend, and hold Intel and its officers, directors, subsidiaries and affiliates harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, such use and any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Intel was negligent regarding the design or manufacture of the Software.
Agreement. In that case, that Customer’s rights will terminate automatically with the termination of this Agreement. Sections 2.3, 2.4, 2.5, 3, 5, 6, 7, 8, 9 and Attachments A and B will survive expiration or termination of this Agreement.
5.1 No Publicity. Neither Party may usethe other Party’sname, or the names of anyof the other Party’s employees, in any publication, advertisement or other announcement, without the other Party’s prior written consent in each instance.
6.1 This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions or other communication regarding the Software. However, You agree that any material, information, comments, suggestions or other communication You transmit or post to an Intel website (including but not limited to, submissions to customer support websites or online portals) or provide to Intel under this Agreement related to the features, functions, performance or use of the Software are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or providing to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide Intel with information that You intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”), so please contact Your Intel representative to ensure the proper NDA is in place.
6.2 Nothing in this Agreement will be construed as preventing Intel from reviewing Your Communications and errors or defects in Intel products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing Intel from implementing independently-developed enhancements to Intel’s own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing Your Communications or to implement bug fixes or enhancements in Intel products.
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 support, update or training 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.
ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY
TO YOU. The limitation of liability set forth in this Section 8 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.
(A) All notices required or permitted to be given under this Agreement must be in writing, make reference to this Agreement, and be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows:
If to Company, to the address or email address You provided to Intel.
If to Intel:
2200 Mission College Blvd.
Santa Clara, CA 95052
Attention: General Counsel
Reference ID: Client Computing Group Legal
(B) Notices will be considered served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Each Party may give written notice of a change of address, and after notice of such change has been received, any notice or request will be given to that Party at the changed address.
9.2 Export. You acknowledge that the Software 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 and all related technical information or materials. In particular, but without limitation, the Software 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 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 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 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 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.
9.3 No Sublicensing, Assignment or Transfer.
(A) You may not delegate, assign, or transfer this Agreement or any of Your rights and obligations under this Agreement, nor may You temporarily assign, transfer or sublicense the licenses set forth in this Agreement such as by loaning, rental, licensing or timeshare, or permanently (except as expressly permitted under Section 2.1 or 2.2), without the prior written approval of Intel and any attempt to do so will be a material breach of this Agreement and will be null and void. Subject to the other provisions of this Section 9.3, this Agreement will bind and inure to the benefit of the Parties and their permitted successors and assigns.
(B) You agree that this Agreement binds You and each of Your affiliates and the employees, agents, representatives and persons associated with any of them.
9.4 U.S. Government Contract Provisions. This Agreement is for Your temporary license of Software. 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 Agreement. 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.
9.5 Waiver and Severability. If either Party fails to enforce at any time any of the provisions of this Agreement, or to exercise any election of options provided in this Agreement, that failure will not constitute a waiver of that provision or option, or affect the validity of this Agreement or any part of this Agreement, or the right of the waiving Party to enforce subsequently each and every provision. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.
9.6 Governing Law; Jurisdiction.
(A) The procedural and substantive laws of the State of Delaware, U.S.A., without regard to its conflicts of laws principles, will govern this Agreement. This Agreement is prepared and executed and will be interpreted in the English language only, and no translation of the Agreement into another language will have any effect. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement.
(B) The state and federal courts located in the State of Delaware will have exclusive jurisdiction of all disputes and litigation arising out of or related to this Agreement including, without limitation, matters connected with its performance. Each Party irrevocably submits to the personal jurisdiction of those courts and irrevocably waives all objections to such venue
9.7 Entire Agreement. This Agreement and the Attachments contain the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of this Agreement. This Agreement, including without limitation its termination, has no effect on any signed non-disclosure agreements between the Parties, which remain in full force and effect as separate agreements according to their terms. Only a written instrument duly executed by authorized representatives of Intel and You may modify this Agreement.
Version dated 02/28/2018
The following definitions apply in this Agreement:
“Customer” means any one of Your customers to whom You distribute or intend to distribute the Redistributable Software pursuant to this Agreement. A Customer may or may not be an End User.
“Documentation” means any user manuals and other written materials that describe a component of 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.
“End User” means the ultimate end-user of the Redistributable Software.
“Executable Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.
“Intel Products” means the products listed on Attachment B and any additional products that Intel later adds to this Agreement by providing written notice to You.
“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 2.1(A), 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.
“Open Source Software” means any computer program that has the following characteristics:
(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).
“Plugin” means the Redistributable Software that You optimize using the Software to provide extra features and functionality to INTEL UNITE®.
“Redistributable Software” means the binary code version of the software, listed in a text file named “Redist.txt”, including any Documentation, license keys, updates, upgrades or modifications thereto (if any) that Intel provides to You under this Agreement.
“Sample Source” means those portions of the Software that are Source Code files and are identified as sample source code.
“Software” means any or all of the software, listed in a text file named “Software.txt”, including any Documentation, license keys, updates, upgrades or modifications thereto (if any) that Intel provides to You under this Agreement, if any. “Software” includes any Redistributable Software but does not include Third Party Programs.
“Source Code” means the software (and not documentation or text) portion of the Software provided in human readable format, and includes modifications that You make or are made on Your behalf as expressly permitted under the terms of this Agreement.
“Third Party Programs” means the files listed in the “third-party-programs.txt” file that may be included with the Software, but which are subject to the terms of the accompanying third party license terms.
INTEL PRODUCTS AND LICENSED PRODUCTS
Fourth Generation Intel® Core™ vPro™ processors;
Fifth Generation Intel® Core™ vPro™ processors;
Sixth Generation Intel® Core™ vPro™ processors;
Seventh Generation Intel® Core™ vPro™ processors; and
Successor generations of Intel® Core™ vPro™ processors.
An Intel vPro-based product that runs an authorized version of Intel Unite® software which must meet all the requirements below:
(1) include at least one Intel Product and the Redistributable Software;
(2) conform to the Intel Unite® branding requirements document provided to You by Intel; and
(3) conform to the Intel Unite® technical product specifications provided to You by Intel.