|
| 1 | +(C) 2022-23 Advanced Micro Devices, Inc. All Rights Reserved. |
| 2 | + |
| 3 | +Advanced Micro Devices, Inc. |
| 4 | +Software License Agreement |
| 5 | + |
| 6 | +IMPORTANT-READ CAREFULLY: Do not load or use the Software until you have |
| 7 | +carefully read and agreed to the following terms and conditions. This is a |
| 8 | +legal agreement ("Agreement") between you (either an individual or an entity) |
| 9 | +("Licensee") and Advanced Micro Devices, Inc. ("AMD"). If Licensee does not |
| 10 | +agree to the terms of this Agreement, do not install or use this software or |
| 11 | +any portion thereof. By loading or using the object code version only of the |
| 12 | +software obtained herewith, which may include associated install scripts and |
| 13 | +online or electronic documentation or any portion thereof, that is made |
| 14 | +available by AMD to download from any media ("Software"), Licensee agrees to |
| 15 | +all of the terms of this Agreement. |
| 16 | + |
| 17 | +1. LICENSE: |
| 18 | + |
| 19 | + a. Subject to the terms and conditions of this Agreement, AMD grants |
| 20 | + Licensee the following non-exclusive, non-transferable, royalty-free, |
| 21 | + limited copyright license to download, copy, use, distribute and sublicense |
| 22 | + the foregoing rights through multiple tiers of sublicenses the object code |
| 23 | + version of the Software and materials associated with this Agreement, |
| 24 | + including without limitation printed documentation, (collectively, |
| 25 | + "Materials"), provided that Licensee agrees to include all copyright |
| 26 | + legends and other legal notices that may appear in the Materials. The |
| 27 | + foregoing license is conditioned upon Licensee distributing the object code |
| 28 | + version of the Software only and under this software license agreement. |
| 29 | + Except for the limited license granted herein, Licensee shall have no other |
| 30 | + rights in the Materials, whether express, implied, arising by estoppel or |
| 31 | + otherwise. |
| 32 | + |
| 33 | + b. Except as expressly set forth in Section 1(a), Licensee does not have |
| 34 | + the right to (i) distribute, rent, lease, sell, sublicense, assign, or |
| 35 | + otherwise transfer the Materials, in whole or in part, to third parties for |
| 36 | + commercial or for non-commercial use; or (ii) modify, disassemble, reverse |
| 37 | + engineer, or decompile the Software, or otherwise reduce any part of the |
| 38 | + Software to any human readable form. All rights in and to the Materials |
| 39 | + not expressly granted to Licensee in this Agreement are reserved to AMD. |
| 40 | + |
| 41 | +2. FEEDBACK: Licensee may provide AMD feedback, suggestions or opinions as to |
| 42 | +the Software, its features, and desired enhancements or changes. If Licensee |
| 43 | +provides feedback, suggestions or opinions to AMD regarding any new features, |
| 44 | +use, functionality, or change to the Software or any materials related to the |
| 45 | +Software, Licensee hereby agrees to grant, and does grant, AMD all rights |
| 46 | +needed for AMD to incorporate, modify, distribute, use and commercialize any |
| 47 | +new feature, use, functionality, or change at no charge or encumbrance to AMD. |
| 48 | +Licensee agrees that AMD may disclose such feedback, suggestions or opinions to |
| 49 | +any third party in any manner, and Licensee agrees that AMD has the ability to |
| 50 | +sublicense any of the foregoing rights in any feedback, suggestions or opinions |
| 51 | +or AMD products or services in any form to any third party without restriction. |
| 52 | + |
| 53 | +3. OWNERSHIP AND COPYRIGHT OF MATERIALS: Licensee agrees that the Materials |
| 54 | +are owned by AMD and are protected by United States and foreign intellectual |
| 55 | +property laws (e.g. patent and copyright laws) and international treaty |
| 56 | +provisions. Licensee will not remove the copyright notice from the Materials. |
| 57 | +Licensee agrees to prevent any unauthorized copying of the Materials. All |
| 58 | +title and copyrights in and to the Materials, all copies thereof (in whole or |
| 59 | +in part, and in any form), and all rights therein shall remain vested in AMD. |
| 60 | +Except as expressly provided herein, AMD does not grant any express or implied |
| 61 | +right to Licensee under AMD patents, copyrights, trademarks, or trade secret |
| 62 | +information. |
| 63 | + |
| 64 | +4. WARRANTY DISCLAIMER: THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS |
| 65 | +OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, |
| 66 | +NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, TITLE, OR FITNESS FOR ANY |
| 67 | +PARTICULAR PURPOSE, OR THOSE ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE. |
| 68 | +THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MATERIALS REMAINS WITH |
| 69 | +LICENSEE. AMD DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS AS TO |
| 70 | +THE CORRECTNESS, ACCURACY, COMPLETENESS, QUALITY, OR RELIABILITY OF THE |
| 71 | +MATERIALS. |
| 72 | + |
| 73 | +AMD DOES NOT WARRANT THAT OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR |
| 74 | +ERROR-FREE. YOU ARE RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING |
| 75 | +THE SOFTWARE AND ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE MATERIALS, |
| 76 | +INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF |
| 77 | +DATA, PROGRAMS OR EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. |
| 78 | +SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF IMPLIED |
| 79 | +WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. |
| 80 | + |
| 81 | +5. LIMITATION OF LIABILITY: IN NO EVENT SHALL AMD OR ITS DIRECTORS, OFFICERS, |
| 82 | +EMPLOYEES AND AGENTS, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE TO LICENSEE OR |
| 83 | +ANY THIRD PARTIES IN RECEIPT OF THE MATERIALS FOR CONSEQUENTIAL, INCIDENTAL, |
| 84 | +PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, |
| 85 | +BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR |
| 86 | +INABILITY TO USE THE MATERIALS, EVEN IF AMD HAS BEEN ADVISED OF THE POSSIBILITY |
| 87 | +OF SUCH DAMAGES. AMD DOES NOT ASSUME ANY RESPONSIBILITY TO SUPPORT OR UPDATE |
| 88 | +THE MATERIALS. BY USING THE MATERIALS WITHOUT CHARGE, YOU ACCEPT THIS |
| 89 | +ALLOCATION OF RISK. BECAUSE SOME JURSIDICTIONS PROHIBIT THE EXCLUSION OR |
| 90 | +LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE |
| 91 | +LIMITATION MAY NOT APPLY TO LICENSEE. |
| 92 | + |
| 93 | +6. U.S. GOVERNMENT RESTRICTED RIGHTS: The Materials are provided with |
| 94 | +"RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is |
| 95 | +subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013, et |
| 96 | +seq., or its successor. Use of the Materials by the Government constitutes |
| 97 | +acknowledgment of AMD's proprietary rights in them. |
| 98 | + |
| 99 | +7. TERMINATION OF LICENSE: This Agreement will terminate immediately without |
| 100 | +notice from AMD or judicial resolution if Licensee fails to comply with any |
| 101 | +provisions of this Agreement. Upon termination of this Agreement, Licensee |
| 102 | +must delete or destroy all copies of the Materials. |
| 103 | + |
| 104 | +8. SUPPORT. Under this Agreement, AMD is under no obligation to assist in the |
| 105 | +use of the Materials, to provide support to licensees of the Materials, or to |
| 106 | +provide maintenance, correction, modification, enhancement, or upgrades to the |
| 107 | +Materials. If AMD determines, in its sole discretion, to support, maintain, |
| 108 | +correct, modify, enhance, or upgrade the Software, such support, maintenance, |
| 109 | +correction, modification, enhancement or upgrade shall be considered part of |
| 110 | +the Materials, and shall be subject to this Agreement. |
| 111 | + |
| 112 | +9. SURVIVAL: Sections 1(b), 2, 3, 4, 5, 6, and 8 through 14 shall survive any |
| 113 | +expiration or termination of this Agreement. |
| 114 | + |
| 115 | +10. APPLICABLE LAWS: Any claim arising under or relating to this Agreement |
| 116 | +shall be governed by and construed in accordance with the substantive laws of |
| 117 | +the State of California, without regard to principles of conflict of laws. |
| 118 | +Each party hereto submits to the jurisdiction of the state and federal courts |
| 119 | +of Santa Clara County and the Northern District of California for the purposes |
| 120 | +of all legal proceedings arising out of or relating to this Agreement or the |
| 121 | +subject matter hereof. Each party waives any objection which it may have to |
| 122 | +contest such forum. |
| 123 | + |
| 124 | +11. IMPORT/EXPORT/RE-EXPORT/USE/RELEASE/TRANSFER RESTRICTIONS AND COMPLIANCE |
| 125 | +WITH LAWS: Licensee is hereby provided notice, and agrees and acknowledges, |
| 126 | +that the Software, its source code, any accompanying media, material or |
| 127 | +information, and any product of the foregoing, may be subject to restrictions |
| 128 | +on use, release, transfer, importation, exportation and/or re- exportation |
| 129 | +under the laws and regulations of the United States or other countries |
| 130 | +("Applicable Laws"), which include but are not limited to U.S. export control |
| 131 | +laws such as the Export Administration Regulations and national security |
| 132 | +controls as defined thereunder, as well as State Department controls under the |
| 133 | +U.S. Munitions List. Licensee further agrees that the Software, its source |
| 134 | +code, any accompanying media, material or information, and any product of the |
| 135 | +foregoing, will not be used, released, transferred, imported, exported and/or |
| 136 | +re-exported in any manner prohibited under Applicable Laws, including U.S. |
| 137 | +export control laws regarding specifically designated persons, countries and |
| 138 | +nationals of countries subject to national security controls as provided in |
| 139 | +License Exception TSR of the Export Administration Regulations and any |
| 140 | +successor regulations. |
| 141 | + |
| 142 | +12. SEVERABILITY: Should any term of this Agreement be declared void or |
| 143 | +unenforceable by any court of competent jurisdiction, such declaration shall |
| 144 | +have no effect on the remaining terms hereof. |
| 145 | + |
| 146 | +13. NO WAIVER: The failure of either party to enforce any rights granted |
| 147 | +hereunder or to take action against the other party in the event of any breach |
| 148 | +hereunder shall not be deemed a waiver by that party as to subsequent |
| 149 | +enforcement of rights or subsequent actions in the event of future breaches. |
| 150 | + |
| 151 | +14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between |
| 152 | +the parties and supersedes any prior or contemporaneous oral or written |
| 153 | +agreements with respect to the subject matter of this Agreement. |
0 commit comments