PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. BY CLICKING “I ACCEPT” OR BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE EFFECTIVE DATE OF THIS IS THE DATE ON WHICH YOU CLICK “I ACCEPT” OR BEGIN USING THIS SOFTWARE. PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
1.1 “Licensed Purpose” shall mean the purpose of reproducing the Licensed Software and including the Licensed Software for distribution and use with your products.
1.2 “Licensed Software” shall mean AMD’s software accompanying this Agreement.
1.3 “Object Code” shall mean the machine readable form computer programming code as opposed to the human readable form of computer programming code.
1.4 “Source Code” shall mean the human readable form computer programming code and related system level documentation, including all comments and any procedural code such as job control language.
2.1 License. Subject to the terms and conditions of this Agreement, AMD grants you a non-exclusive, revocable (upon termination hereof), non-transferable, non-assignable, limited license to distribute the Object Code of the Licensed Software, through multiple tiers of distribution (including, without limitation, sublicensing the rights provided in this Section 2.1 to third party distributors and contract manufacturers, subject to compliance with Section 2.2 below), solely for the Licensed Purpose. No right, license or privilege is granted to any person or entity other than You, except as provided herein.
2.2 Restrictions. Restrictions regarding your use of the Licensed Software regardless of whether you received the Licensed Software before, on, or after the Effective Date of this Agreement, are as follows:
(a) You shall reproduce all notices, including without limitation, copyright and confidentiality notices, on all permitted copies of the Licensed Software and you shall not remove, alter, modify or obscure any AMD trademark, logo or similar mark from the Licensed Software or a permitted copy thereof;
(b) Except as reasonably required to fulfill the Licensed Purpose, you shall not copy or reproduce in any form, the Licensed Software or any portion thereof;
(c) You shall not reverse engineer, decompile, disassemble, re-engineer, or otherwise reproduce in any form or create or attempt to create or permit, allow or assist others to create the Source Code of any portion or component of the Licensed Software;
(d) You shall enter into an end user license with each end user or sublicensee to whom you provide a copy of the Licensed Software or a portion thereof. The end user license may be in the your standard form agreement and shall contain terms and conditions substantially similar to the terms and conditions in Attachment A; and
(e) You shall not alter or modify the Licensed Software.
You acknowledge and agree that the Licensed Software and all intermediate and partial versions thereto, including without limitation all modifications, enhancements, updates, bug fixes, inventions, know-how, as well as all intellectual property rights including, without limitation, copyrights, patents, trade secrets, and all other information relating thereto are and will remain the sole and exclusive property of AMD or a third party which may license parts of the Licensed Software to AMD, and you shall have no right, title or interest therein except as expressly set forth in this Agreement.
4. WARRANTY, DISCLAIMERS, AND INDEMNIFICATION
4.1 Disclaimer. Both parties represent and warrant that they have full authority to enter into this Agreement and all of the terms and conditions herein. LICENSED SOFTWARE PROVIDED TO YOU HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF MATERIALS RESIDES WITH YOU. ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, CONDITION, OWNERSHIP, FITNESS FOR A PARTICULAR PURPOSE, AND/OR OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
4.2 Limitation of Liability. AMD AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, STRICT LIABILITY OR OTHERWISE. AMD AND ITS SUPPLIERS DISCLAIM ALL LIABILITY, INCLUDING LIABILITY FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATING TO THE LICENSED SOFTWARE PROVIDED UNDER THIS AGREEMENT.
4.3 Indemnification. You agree to indemnify, defend, and hold AMD, its subsidiaries, successors, officers, suppliers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages, including reasonable attorneys' fees, arising out of or in connection with any breach by you or any sublicensee of any of the terms of the Agreement.
4.4 No Support Obligation. AMD is under no obligation to provide any kind of technical, development or end-user support for the Licensed Software or any of Your hardware or software applications relating thereto. Licensed Software is subject to change without notice.
5. Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying the Software, related documentation and all copies thereof. This Agreement will terminate immediately without notice from AMD if you fail to comply with any provision of this Agreement. Upon termination you must destroy the Software, related documentation and all copies thereof.
6. Return of Property. In the event this Agreement terminates for any reason, you shall immediately turnover to AMD the original media containing the Licensed Software and shall certify that all other copies of the Licensed Software have been destroyed.
7. GENERAL PROVISIONS
7.1 Governing Law/Jurisdiction. This Agreement will be governed by and construed under the laws of the State of California without reference to its conflicts of law principles. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded. Each party hereto submits to the jurisdiction of the state and federal courts of Santa Clara County and the Northern District of California for the purpose of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection which it may have to contest such forum.
7.2 Notices. All notices, requests, demands, and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed given when delivered personally upon receipt, on the next business day when sent by overnight mail, including without limitation, Federal Express, Express Mail or similar service to each party at the address provided at the beginning of the Agreement.
7.3 Assignment. Your rights and duties hereunder may not be sublicensed, assigned or transferred without AMD’s written permission. Any attempt by you to effect such an assignment, sublicense or transfer without such permission will constitute a material breach of this Agreement and be null and void. AMD may assign this Agreement to a parent, affiliate or subsidiary, or in the event of a sale or transfer of business.
7.4 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, the parties will negotiate in good faith to restate such provision to reflect the original intentions of the parties as nearly as possible in accordance with applicable law and the remaining provisions of this Agreement shall be enforced as if this Agreement was entered into with the restated provision.
7.5 Attorney Fees. In the event that attorney’s fees or other out-of-pocket costs are incurred by AMD, to secure performance of any of the obligations herein provided for, or to establish damages for breach thereof, or to obtain any other appropriate relief, whether by way of prosecution or defense, AMD shall be entitled to recover reasonable attorney’s fees and out-of-pocket costs incurred therein.
7.6 Captions. The captions used in this agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement.
7.7 Modification; Waiver. This Agreement may be modified only by a written instrument duly executed by or on behalf of each party hereto. A waiver by either of the parties hereto of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained.
7.8 Remedies. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. You acknowledges that any disclosure or distribution of the Licensed Software other than as permitted hereunder cause irreparable injury to AMD and AMD shall be entitled to seek extraordinary injunctive and other equitable relief, without necessity of posting bond.
7.9 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and replaces in all respects all other prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral.
7.10 Export. The parties agree to adhere to all applicable Export Laws and Regulations of the United States and Canada.
7.11 Government End Users. If you are acquiring the Licensed Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees the Licensed Software and documentation were developed at private expense and are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, (June 1987) or FAR 52.227-14(ALT III) (June 1987), as amended from time to time. In the event that this Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail.
7.12 Surviving Obligations. Any term or condition of this Agreement which by its nature extends beyond the expiration or termination of this Agreement, including without limitation subsections 2.2, 4.1, 4.2, and 4.3, and sections 3, 6 and 7 shall survive any termination of this Agreement and shall bind the parties and their legal representatives, successors, heirs and assigns
End User License Agreement
PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
1. License. The software accompanying this License (hereinafter “Software”), regardless of the media on which it is distributed, are licensed to you by Advanced Micro Devices, Inc. (“AMD”) for use solely in conjunction with AMD hardware products purchased with the Software (“AMD Hardware”). You own the medium on which the Software is recorded, but AMD and AMD's Licensors (referred to collectively as “AMD”) retain title to the Software and related documentation. You may:
a) use the Software solely in conjunction with the AMD Hardware on a single computer;
b) make one copy of the Software in machine-readable form for backup purposes only. You must reproduce on such copy AMD's copyright notice and any other proprietary legends that were on the original copy of the Software;
c) transfer all your license rights in the Software provided you must also transfer a copy of this License, the backup copy of the Software, the AMD Hardware and the related documentation and provided the other party reads and agrees to accept the terms and conditions of this License. Upon such transfer your license is then terminated.
2. Restrictions. The Software contains copyrighted and patented material, trade secrets and other proprietary material. In order to protect them, and except as permitted by applicable legislation, you may not:
a) decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form;
b) modify, network, rent, lend, loan, distribute or create derivative works based upon the Software in whole or in part; or
c) electronically transmit the Software from one computer to another or over a network or otherwise transfer the Software except as permitted by this License.
3. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately without notice from AMD if you fail to comply with any provision of this License. Upon termination you must destroy the Software, related documentation and all copies thereof.
4. Government End Users. If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees the Software and documentation were developed at private expense and are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, (June 1987) or FAR 52.227-14(ALT III) (June 1987), as amended from time to time. In the event that this License, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail.
5. No Other License. No rights or licenses are granted by AMD under this License, expressly or by implication, with respect to any proprietary information or patent, copyright, trade secret or other intellectual property right owned or controlled by AMD, except as expressly provided in this License.
6. Additional Licenses. DISTRIBUTION OR USE OF THE SOFTWARE WITH AN OPERATING SYSTEM MAY REQUIRE ADDITIONAL LICENSES FROM THE OPERATING SYSTEM VENDOR.
7. Disclaimer of Warranty on Software. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and related documentation are provided “AS IS” and without warranty of any kind and AMD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AMD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, AMD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMD OR AMD'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT AMD OR AMD'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE SOFTWARE IS NOT INTENDED FOR USE IN MEDICAL, LIFE SAVING OR LIFE SUSTAINING APPLICATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL AMD, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, BREACH OR DEFAULT, INCLUDING THOSE ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, BY AMD, EVEN IF AMD OR AMD'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. AMD will not be liable for 1)loss of, or damage to, your records or data or 2) any damages claimed by you based on any third party claim. In no event shall AMD's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the Software.
9. Controlling Law and Severability. This Agreement will be governed by and construed under the laws of the State of California without reference to its conflicts of law principles. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded. Each party hereto submits to the jurisdiction of the state and federal courts of Santa Clara County and the Northern District of California for the purpose of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection which it may have to contest such forum.
10. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of AMD.