ECI Software License¶
EDGE CONTROLS FOR INDUSTRIAL SOFTWARE LICENSE AGREEMENT
This Edge Controls for Industrial Software License Agreement (“Agreement”) is between you (“Licensee”) and Intel Corporation (“Intel”) and governs your use of the Intel software identified for download on the Intel® Edge Controls for Industrial website. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. Please read the following terms carefully. If you accept this Agreement, download or use Edge Controls for Industrial Software, you are agreeing to be legally bound by this Agreement.
By using the Intel® Edge Controls for Industrial website you are also agreeing to Intel’s website Terms and Conditions. If you do not agree to all terms, do not use the Intel copyrighted Edge Controls for Industrial Software and destroy all copies in your possession. Intel and Licensee are each sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.” This Agreement consists of the terms and conditions below.
1. Definitions¶
“Data” means Log File Data and Other Data, each as defined in Section 8 below.
“ECI Software” means the Intel® Edge Controls for Industrial software, in object code and source code, in its unmodified form and as delivered by Intel to Licensee and any updated or improved versions of that software (in the unmodified form as provided by Intel) that Intel provides to Licensee under this Agreement, if any.
“including” means including but not limited to.
“Intel-based Solution” means a solution with ECI Software integrated with and executed by an Intel microprocessor.
“Non-modifiable Code” means (i) the ECI Software that is delivered by Intel to Licensee in object code (and not source code) and (ii) the ECI Software designated as non-modifiable in the LICENSE or readme.txt file delivered with the Software by Intel to Licensee.
“Redistributable Source Code” means those blocks of the ECI Software that is delivered by Intel to Licensee in source code and specifically designated as redistributable source code in the LICENSE or readme.txt file delivered with the ECI Software.
2. Licenses¶
a. License Fees. The ECI Software under this Agreement is provided at no cost to Licensee. Pricing and license terms associated with any support, future versions or upgrades of the ECI Software will be made available by Intel upon the release.
b. Limited License. Conditioned on Licensee’s compliance with the terms and conditions of this Agreement, Intel grants to Licensee a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, license to: (a) download and install the ECI Software on computer systems within Licensee’s control; (b) reproduce the ECI Software for internal evaluation and testing; (c) modify the ECI Software that is made available in source code format for the development of an Intel-based Solution; (d) copy, display, and publicly perform an object code representation of the ECI Software that includes all parts of the Non-modifiable Code for demonstration purposes subject to the demonstration restrictions below; (e) distribute the Redistributable Source Code and an object code representation of the ECI Software that includes the Non-modifiable Code solely for use as part of an Intel-based Solution under terms that are as least as restrictive as those in this Agreement and subject to the restrictions below; and (f) allow Licensee’s subcontractors to exercise the licenses granted to Licensee in (a) through (c) of this section, provided that (i) Licensee’s subcontractor has entered into a written agreement with confidentiality terms at least as restrictive as those in this Agreement and (ii) Licensee remains fully liable for the actions or inactions of Licensee’s subcontractors.
c. Demonstration and Distribution Restrictions. Licensee agrees that Licensee will: (i) only demonstrate the object code representation of the ECI Software as part of an Intel-based Solution; (ii) maintain direct control of the ECI Software at all times; (iii) indicate that the demonstration is “Powered by Intel® Edge Controls for Industrial” shown in all of Licensee’s electronic and printed collateral and the user interface. In addition, Licensee agrees that when distributing the ECI Software, Licensee will indicate that Licensee’s product is “Powered by Intel® Edge Controls for Industrial” shown in all of Licensee’s electronic and printed collateral and the user interface.
3. General Restrictions¶
Except as expressly permitted under Section 2, Licensee will not, and Licensee will not assist, authorize or allow others to: (a) disclose information about the identity and organization of the ECI Software components or the source code of the ECI Software licensed directly from Intel to anyone who does not have a specific need to know the information to exercise the license rights granted in Section 2; (b) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create derivative works of the ECI Software, except and only to the extent as specifically required by mandatory applicable laws, or specifically instructed in the accompanying software installation instructions; (c) distribute the ECI Software source code, other than the Redistributable Source Code, or distribute the object code and the Redistributable Source Code without the Non-modifiable Code; or (d) use or distribute the ECI Software other than in connection with an Intel-based Solution as licensed in Section 2.
4. Reservation of Rights¶
Intel and the third-party licensors own the intellectual property rights to the ECI Software. ECI Software code and the information about the identity and organization of the ECI Software components are Intel’s valuable confidential information and are protected by intellectual property law and international treaty provisions. All right, title and interest in the ECI Software are and will remain the exclusive property of Intel and the third-party licensors.
Except for the licenses expressly granted above in section 2, Licensee acknowledges that Intel is not granting Licensee other licenses, including patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses related to the ECI Software or any hardware executing the ECI Software by implication, estoppel or otherwise. When exercising the license under Section 2, Licensee must copy all copyright legends, trademarks, trade names, and other legends and identification when Licensee reproduces or demonstrates the ECI Software. Licensee may not remove any copyright notices from the ECI Software.
5. Reporting¶
Every three (3) months commencing from the last day of the calendar month of the Effective Date (“Reporting Period”), Licensee will provide Intel with a written Software Usage report (“Software Usage Report”) in the manner reasonably specified by Intel. Intel may require Licensee to file the Software Usage Report electronically or via email. Each Software Usage Report will be provided to Intel no later than one (1) week following the end of each Reporting Period, and will include at least the following information: (i) date of report, reporting period; (ii) the name of the software for which the report is being filed; (iii) the quantity and description (e.g. model) of each edge device which the ECI Software is deployed and (iv) customer location (country) and customer industry to whom the ECI Software was distributed.
6. Confidentiality¶
In addition to the disclosure restrictions above, the confidential information Licensee receives from Intel, including the Intel licensed ECI Software code and the information about the identity and organization of the ECI Software components are also subject to the terms and conditions of any NonDisclosure Agreement(s) and Intel Pre-Release Loan Agreement(s) (referred to collectively or individually as “NDA”), if any, entered into by and in force between Licensee and Intel. Even in the absence of a separate NDA with Intel, Licensee agrees that Licensee will not disclose Intel’s confidential information during the term of this Agreement and for five years following termination of this Agreement. Licensee must take all reasonable precautions to protect Intel’s confidential information from disclosure, dissemination or unauthorized use. At a minimum, Licensee must use the same measures Licensee uses to protect Licensee’s confidential information of similar sensitivity. If there are any conflicting terms between this Agreement and any NDA, this Agreement’s terms will govern.
Except as expressly permitted in Demonstration Restrictions, Licensee swill not use Intel’s name in any publications, advertisements, or other announcements without Intel’s prior written consent.
7. Open Source Statement¶
The ECI Software includes open source software (OSS) components licensed under OSS license agreements identified in the OSS comments in the applicable source code files or file headers provided with or otherwise associated with the ECI Software. Neither Licensee nor any original equipment manufacturer, original device manufacturer, customer, or distributor may subject any Intel proprietary portion of the ECI Software to any OSS license obligations. Nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any OSS license.
8. License to Feedback¶
This Agreement does not obligate Licensee to provide Intel with materials, information, comments, suggestions, or other communication regarding the features, functions, performance, or use of the ECI Software or Intel products or services (“Feedback”). To the extent Licensee provides Feedback, Licensee grants to Intel and its affiliates a non-exclusive, perpetual, sublicensable, irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to and under all of Licensee’s intellectual property rights, whether perfected or not, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any Feedback.
9. Privacy and Data Collection¶
Intel is committed to respecting Licensee’s privacy. See Intel’s Privacy Notice for how Intel will use the information related to Licensee’s use of the ECI Software, and the data Licensee may provide to Intel related to ECI Software. http://www.intel.com/privacy The purpose of the data collection is to enable Intel to provide, develop, improve, and support Intel’s products and services.
Licensee agrees that, upon Intel’s written request, Licensee will deliver (in the format and manner as reasonably requested) to Intel with log files generated by the ECI Software, which may include system and software diagnostic data, and the operation of the ECI Software, and related technical information (collectively, the “Log File Data”). In addition, upon Intel’s reasonable request and in the format and manner as reasonably requested, Licensee (or parties acting on Licensee’s behalf) may provide certain content (including audio and video, if applicable) and other information and data (“Other Data”) to Intel that may include or display information about the use of the ECI Software in connection with the Licensee’s and its customers’ business operations.
In consideration for the grant of rights by Intel to Licensee under this Agreement, Intel may use or disclose (and transfer cross-borders) the Data for purposes determined by Intel, its subsidiaries, contractors or affiliates, including, but not limited to, product and technology research, development, testing, and improvement; product support; algorithm research, training, development, testing, and improvement; services research, training, development, testing, and improvement; internal validation; quality assurance; product training; product and services marketing and demonstrations; product and services authentication; and to verify compliance with the terms and conditions of this Agreement. Licensee acknowledges that any use or disclosure of the Data by Intel, its subsidiaries, contractors, or affiliates, in accordance with this Agreement, which includes commercialization of products developed based on use of the Data, will not constitute a breach of confidentiality or trade secrets, or any terms and conditions of this Agreement, or give rise to any other claim (including any claim for any compensation) by Licensee (or Licensee’s customers) against Intel, its subsidiaries, contractors, or affiliates.
Licensee acknowledges, warrants, and represents that at all applicable times, including when any Data is collected and provided to Intel, (i) all Data collection, and delivery to Intel, including any content that is acquired and provided to Intel, will comply with all applicable laws, including full compliance with all data protection and privacy laws and regulations; (ii) Licensee will have all of the necessary ownership or license rights to provide the Data to Intel and for Intel to use and transfer the Data as set forth in this Section ; and (iii) Licensee will not provide any personally-identifiable information in the Data but, if it does, Licensee will obtain all necessary consents from individuals whose personally-identifiable information may be included in the Data.
10. Third Party Software¶
Certain third-party software or services provided with or within the ECI Software may only be used upon securing a license directly from the software owner and is subject to further license limitations. Licensee acknowledges Intel is not providing Licensee with a license to such third-party software and it is Licensee’s responsibility to directly obtain appropriate licenses from such third parties.
11. No Obligation; No Support¶
Intel may make changes to license terms and the ECI Software, or items referenced therein, at any time without notice. Intel is not obligated to support, update, provide training for, or develop any further version of the ECI Software or to grant any additional licenses. No agency, franchise, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
12. Exclusion of Warranties¶
Licensee acknowledges and agrees that downloading, installing and using the ECI Software is at Licensee’s own risk. All ECI Software is provided to Licensee “as is” without any express or implied warranty of any kind including warranties of merchantability, fitness for a particular purpose, title (non-infringement). Intel does not warrant the lack of viruses, accuracy or completeness of any code, information, text, graphics, links or other items within the ECI Software.
13. Limitation of Liability¶
To the extent possible under applicable law, Licensee acknowledges and agrees that Intel and its affiliates will not be liable for any losses or damages (whether such losses or damages were foreseen, foreseeable, known, or otherwise) arising out of or related to this Agreement or Licensee’s use or inability to use the ECI Software including: (I) loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the ECI Software; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental, special, or consequential loss or damage however caused (including loss or damage of the type specified in this section).
Some jurisdictions prohibit exclusion or limitation of liability for implied warranties or consequential or incidental damages, so part of the above limitations may not apply to Licensee. The ECI Software licensed in this Agreement is not designed or intended for use in any medical, lifesaving or life sustaining systems, transportation systems, nuclear systems, or for any other mission critical application in which the failure of the ECI Software could lead to personal injury or death. Licensee acknowledges that the warranty disclaimer and limitation of liability are essential parts of this Agreement and Intel would not be able to provide the ECI Software without such limitations.
14. Indemnification¶
Licensee will indemnify and hold Intel and its affiliates, licensors and suppliers (including their respective directors, officers, employees, and agents) harmless against all claims, liabilities, losses, costs, damages, and expenses (including reasonable attorney fees), arising out of, directly or indirectly, or relating to any claim of product liability, personal injury, or death associated with any unintended use of the ECI Software, even if such claim alleges that Intel or an Intel affiliate, licensors, or supplier was negligent regarding the design or manufacture of the ECI Software.
15. Termination and Survival¶
At any time, Licensee may terminate this Agreement by uninstalling and destroying all copies of the ECI Software. This Agreement will automatically terminate and the licenses from Intel to Licensee will immediately end if Licensee violates any term or condition of this Agreement. Intel may terminate this Agreement for any reason with six months’ notice. Upon termination, Licensee must immediately cease using the ECI Software and uninstall, delete and destroy all copies of the ECI Software licensed from Intel in Licensee’s possession or control and ensure the destruction of all ECI Software licensed from Intel in the possession of Licensee’s agents or contractors. Licensee must also promptly provide written certification of the destruction of the ECI Software to Intel. Termination of this Agreement will not affect the use of the ECI Software that Licensee distributed to third parties, if allowed by the licenses in Section 2, prior to termination. All sections of this Agreement, except section 2, will survive termination.
16. Governing Law and Jurisdiction¶
This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S. and Delaware, without regard to conflict of laws principles. Licensee agrees the United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply to this Agreement. Except for claims related to unauthorized use or disclosure of Intel’s confidential information, the state and federal courts in Wilmington, Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Licensee consents to personal jurisdiction and venue in those courts. A judgment related to this Agreement obtained in a Delaware court may be enforced in any court that has jurisdiction.
17. Assignment¶
Licensee may not delegate, assign or transfer this Agreement, the license granted or any of Licensee’s rights or duties hereunder, expressly, by implication, by operation of law, or otherwise and any attempt to do so, without Intel’s express prior written consent, will be null and void. Intel may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
18. Entire Agreement; Severability¶
The terms and conditions of this Agreement, additional Intel license terms in the downloaded text files that have not been superseded by Section 2, and the terms of any NDA with Intel constitute the entire agreement between Licensee and Intel relating to the ECI Software, and merge and supersede all related discussions and understandings. If any provision of this Agreement is found invalid or unenforceable, the other terms and conditions will still be enforceable, and the affected provision will be changed and interpreted to best accomplish the objectives of such provision within legal limits.
19. Counterparts; Signatures¶
This Agreement may be executed in any number of counterparts and each counterpart will constitute an original, but all counterparts when taken together will constitute one and the same agreement. An executed signature page that is sent by facsimile, .pdf file, or other electronic means will constitute an original signature for all purposes. This Agreement will become binding, and be deemed effective as of the Effective Date, once all Parties have executed and delivered the Agreement.