| ADVANCED MICRO DEVICES, INC. |
| |
| OBJECT CODE DISTRIBUTION AGREEMENT |
| |
| IMPORTANT- READ CAREFULLY: DO NOT INSTALL, COPY OR USE THE ENCLOSED |
| SOFTWARE, ("LICENSED SOFTWARE") OR LICENSED TOOL (AS DEFINED BELOW), OR |
| ANY PORTION THEREOF, UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE |
| FOLLOWING TERMS AND CONDITIONS. THIS IS A LEGAL AGREEMENT ("AGREEMENT") |
| BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) ("YOU") AND ADVANCED |
| MICRO DEVICES, INC. ("AMD"). BY USING THE LICENSED SOFTWARE OR LICENSED |
| TOOL, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. |
| |
| IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY |
| OR USE THE LICENSED SOFTWARE, LICENSED TOOL, OR ANY PORTION THEREOF. |
| |
| 1. DEFINITIONS |
| |
| 1.1 "Documentation" means install scripts and online or electronic |
| documentation associated, included, or provided in connection with the |
| Object Code of the Licensed Software, or any portion thereof. |
| |
| 1.2 "Intellectual Property Rights" means all copyrights, trademarks, |
| trade secrets, patents, mask works, and all related, similar, or other |
| intellectual property rights recognized in any jurisdiction worldwide, |
| including all applications and registrations with respect thereto. |
| |
| 1.3 "Object Code" means machine readable computer programming code files, |
| which is not in a human readable form. |
| |
| 1.4 "Licensed Tool" means BINUTIL2.exe, the associated tool to be used to |
| set the base execution address. |
| |
| 2. LICENSE. Subject to the terms and conditions of this Agreement, AMD |
| hereby grants You a non-exclusive, royalty-free, revocable, |
| non-transferable, limited, copyright license to |
| |
| a) use, distribute and sublicense the Licensed Software to |
| customers and end users (collectively, "Distribution Channel") |
| for use with Your products that incorporate AMD products. Such |
| distribution may be made through multiple tiers of distribution, |
| only subject to an end user license agreement that meets the |
| requirements in section 2.1. |
| b) modify the Licensed Software using the Licensed Tool to set the |
| base execution address in the License Software only; |
| c) use the Licensed Tool only as necessary to exercise the limited |
| rights in Section 2(b) above. |
| |
| 2.1 End User License Agreement. Distribution of Licensed Software by |
| You and Your Distribution Channel will be pursuant to an enforceable |
| end user license agreement ("End User License Agreement") with terms |
| and conditions that at a minimum are substantially similar to those set |
| forth in Section 3 and the following: |
| |
| (a) prohibition on transfer or duplication of the Licensed Software |
| (except for reasonable backup); |
| (b) prohibitions on reverse engineering (unless allowed by law for |
| interoperability), disassembly or de-compilation of the Licensed |
| Software; |
| (d) disclaimer, to the extent permitted by applicable law, of Your |
| and Your licensors' liability for any damages, whether punitive, |
| direct, incidental, indirect, special or consequential damages, |
| arising from the use of, or distribution of the Licensed Software; |
| (f) requirement that the end user comply fully with all relevant |
| export laws and regulations of the United States and other |
| applicable export and import laws; and (g) notification to the |
| end user that the Licensed Software is subject to a restricted |
| license and can only be used in conjunction with the intended |
| AMD products. You will be financially responsible for all claims |
| and damages to AMD caused by a breach of this Section 2.1. AMD |
| is a third party beneficiary of any End User License Agreement. |
| |
| 3. RESTRICTIONS. Except for the limited license expressly granted in |
| Section 2 herein, You have no other rights in the Licensed Software, |
| whether express, implied, arising by estoppel or otherwise. Further |
| restrictions regarding Your use of the Licensed Software are set forth |
| below. Except as expressly authorized herein, You may not: |
| |
| a) modify or create derivative works of the Licensed Software; |
| b) distribute, publish, display, sublicense, assign or otherwise |
| transfer the Licensed Software; |
| c) decompile, reverse engineer, disassemble or otherwise reduce the |
| Licensed Software in Object Code to a human-perceivable form |
| (except as allowed by applicable law); |
| d) alter or remove any copyright, trademark or patent notice(s) in |
| the Licensed Software or |
| e) use the Licensed Software to: |
| |
| (i) develop inventions directly derived from Confidential |
| Information to seek patent protection |
| (ii) assist in the analysis of Your patents and patent |
| applications or |
| (iii) modify Your existing patents or patent applications. |
| |
| 4. OWNERSHIP. The Licensed Software including all Intellectual Property |
| Rights therein is and remains the sole and exclusive property of AMD or |
| its licensors, and You shall have no right, title or interest therein |
| except as expressly set forth in this Agreement. |
| |
| 5. FEEDBACK. You have no obligation to give AMD any suggestions, |
| comments or other feedback ("Feedback") relating to the Licensed Software. |
| However, AMD may use and include any Feedback that it receives from You to |
| improve the Licensed Software or other AMD products, software and |
| technologies. Accordingly, for any Feedback You provide to AMD, You grant |
| AMD and its affiliates and subsidiaries a worldwide, non-exclusive, |
| irrevocable, royalty-free, perpetual license to, directly or indirectly, |
| use, reproduce, license, sublicense, distribute, make, have made, sell and |
| otherwise commercialize the Feedback in the Licensed Software or other AMD |
| products, software and technologies. You further agree not to provide any |
| Feedback that |
| |
| (a) You know is subject to any Intellectual Property Rights of any |
| third party or |
| (b) is subject to license terms which seek to require any products |
| incorporating or derived from such Feedback, or other AMD |
| Intellectual Property, to be licensed to or otherwise shared |
| with any third party. |
| |
| 6. SUPPORT AND UPDATES. AMD is under no obligation to provide any kind |
| of support under this Agreement. AMD may, in its sole discretion, provide |
| You with updates to the Licensed Software, and such updates will be |
| covered under this Agreement. |
| |
| 7. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION. |
| |
| 7.1 Disclaimer OF Warranty. THE LICENSED SOFTWARE IS PROVIDED "AS IS" |
| WITHOUT WARRANTY OF ANY KIND. AMD DISCLAIMS ALL WARRANTIES, EXPRESS, |
| IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES |
| OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND |
| NON-INFRINGEMENT, THAT THE LICENSED SOFTWARE WILL RUN UNINTERRUPTED OR |
| ERROR-FREE OR WARRANTIES ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE. |
| THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE LICENSED SOFTWARE IS |
| ASSUMED BY YOU INCLUDING, WITHOUT LIMITATION, PERFORMANCE AND |
| INTEROPERABILITY ISSUES THAT MAY ADVERSELY AFFECT YOUR EXPERIENCE AND |
| THE STABILITY OF YOUR COMPUTING SYSTEM; AND (C) OTHER EXPERIENCES |
| RESULTING IN ADVERSE EFFECTS, INCLUDING, BUT NOT LIMITED, TO DATA |
| CORRUPTION OR LOSS. Some jurisdictions do not allow the exclusion of |
| implied warranties, so the above exclusion may not apply to You. |
| |
| 7.2 Limitation of Liability and Indemnification. AMD AND ITS LICENSORS |
| WILL NOT, UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY PUNITIVE, |
| DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING |
| LOSS OF USE, PROFITS, OR DATA ARISING FROM USE OF THE LICENSED SOFTWARE |
| OR THIS AGREEMENT EVEN IF AMD AND ITS LICENSORS HAVE BEEN ADVISED OF THE |
| POSSIBILITY OF SUCH DAMAGES. In no event shall AMD's total liability for |
| all damages, losses, and causes of action (whether in contract, tort |
| (including negligence) or otherwise) exceed the amount of $100 USD. You |
| agree to defend, indemnify and hold harmless AMD and its licensors, and |
| any of their directors, officers, employees, affiliates or agents from |
| and against any and all loss, damage, liability and other expenses |
| (including reasonable attorneys' fees), resulting from Your use, |
| distribution or sublicense of the Licensed Software or violation of the |
| terms and conditions of this Agreement by You or any sublicense. The |
| parties agree that these limitations are an essential element in setting |
| consideration herein. |
| |
| 8. CONFIDENTIALITY. You shall protect the Licensed Software and any |
| information related thereto (collectively, "Confidential Information") |
| by using the same degree of care, but no less than a reasonable degree |
| of care, to prevent the unauthorized use, dissemination or publication |
| of the Confidential Information as You use to protect its own confidential |
| information of a like nature. You shall not disclose any Confidential |
| Information disclosed hereunder to any third party and shall limit |
| disclosure of Confidential Information to only those of its employees |
| and contractors with a need to know and who are bound by confidentiality |
| obligations with You at least as restrictive as those contained in this |
| Agreement. You shall be responsible for its employees and contractors |
| adherence to the terms of this Agreement. You may disclose Confidential |
| Information in accordance with a judicial or other governmental order, |
| provided that You either (a) give AMD reasonable notice prior to such |
| disclosure to allow AMD a reasonable opportunity to seek a protective |
| order or equivalent or (b) obtain written assurance from the applicable |
| judicial or governmental entity that it will afford the Confidential |
| Information the highest level of protection afforded under applicable |
| law or regulation. |
| |
| 9. TERMINATION AND SURVIVAL. The term of this Agreement is five (5) |
| years from the date You accept the terms of this Agreement. AMD may |
| terminate the Agreement immediately upon the breach by You or any |
| sub-licensee of any of the terms of the Agreement. You may terminate |
| the Agreement upon thirty (30) days written notice to AMD. The |
| termination of this Agreement shall: |
| |
| (i) immediately result in the termination of all rights |
| granted by You to distribute the Licensed Software |
| through multiple tiers of distribution under Section 2; |
| and |
| (ii) have no effect on any sublicenses previously granted by |
| You to end users under Subsections 2, which sublicenses |
| shall survive in accordance with their terms. Upon |
| termination or expiration of this Agreement, all |
| provisions survive except for Section 2. Upon termination |
| or expiration of this Agreement, You will cease using and |
| destroy or return to AMD all copies of the Licensed |
| Software. |
| |
| 10. EXPORT RESTRICTIONS. You shall adhere to all applicable U.S., |
| European, and other export laws, including but not limited to the U.S. |
| Export Administration Regulations ("EAR") (15 C.F.R Sections 730-774), |
| and E.U. Council Regulation (EC) No 428/2009 of 5 May 2009. Further, |
| pursuant to Section 740.6 of the EAR, You hereby certifies that, except |
| pursuant to a license granted by the United States Department of Commerce |
| Bureau of Industry and Security or as otherwise permitted pursuant to a |
| License Exception under the EAR, You will not |
| |
| (1) export, re-export or release to a national of a country in Country |
| Groups D:1, E:1 or E:2 any restricted technology, software, or |
| source code it receives from AMD, or |
| (2) export to Country Groups D:1, E:1 or E:2 the direct product of |
| such technology or software, if such foreign produced direct |
| product is subject to national security controls as identified on |
| the Commerce Control List (currently found in Supplement 1 to |
| Part 774 of EAR). For the most current Country Group listings, |
| or for additional information about the EAR or Your obligations |
| under those regulations, please refer to the U.S. Bureau of |
| Industry and Security's website at http://www.bis.doc.gov/. |
| |
| 11. GOVERNMENT END USERS. The Licensed Software is provided with |
| "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government |
| is subject to restrictions as set forth in FAR 52.227-14 and DFAR |
| 252.227-7013, et seq., or its successor. Use of the Licensed Software |
| by the Government constitutes acknowledgment of AMD's proprietary rights |
| in it. |
| |
| 12. GOVERNING LAW. This Agreement is made under and shall be construed |
| according to the laws of the State of Texas, excluding conflicts of law |
| rules. Each party submits to the jurisdiction of the state and federal |
| courts of Travis County and the Western District of Texas for the purposes |
| of this Agreement. You acknowledge that Your breach of this Agreement may |
| cause irreparable damage and agree that AMD shall be entitled to seek |
| injunctive relief under this Agreement, as well as such further relief as |
| may be granted by a court of competent jurisdiction. |
| |
| 13. GENERAL PROVISIONS. You may not assign this Agreement without the |
| prior written consent of AMD and any assignment without such consent will |
| be null and void. The parties do not intend that any agency or |
| partnership relationship be created between them by this Agreement. Each |
| provision of this Agreement shall be interpreted in such a manner as to be |
| effective and valid under applicable law. However, in the event that any |
| provision of this Agreement becomes or is declared unenforceable by any |
| court of competent jurisdiction, such provision shall be deemed deleted |
| and the remainder of this Agreement shall remain in full force and effect. |
| |
| 14. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and |
| understanding between the Parties with respect to the Licensed Software |
| and supersedes and merges all prior oral and written agreements, |
| discussions and understandings between them regarding the subject matter |
| of this Agreement. No waiver or modification of any provision of this |
| Agreement shall be binding unless made in writing and signed by an |
| authorized representative of each Party. |
| |
| IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY |
| OR USE THE LICENSED SOFTWARE, LICENSED TOOL, OR ANY PORTION THEREOF. |