BY INSTALLING, DOWNLOADING AND/OR USING THE SOFTWARE THAT ACCOMPANIES THIS END USER LICENSE AGREEMENT (“AGREEMENT”) AND ANY ASSOCIATED DOCUMENTATION OR UPDATES THERETO ("SOFTWARE"), YOU AGREE THAT, WHETHER AS AN INDIVIDUAL OR AUTHORIZED REPRESENTATIVE OF AN ENTITY, YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO IT, YOU ARE NOT AUTHORIZED TO INSTALL, DOWNLOAD OR OTHERWISE USE THE SOFTWARE AND ARE ASKED TO PLEASE RETURN THE SOFTWARE TO THE PARTY FROM WHOM YOU RECEIVED IT. THE RIGHT TO USE THE SOFTWARE IS GRANTED ONLY UPON THE CONDITION THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

FURTHER, YOU UNDERSTAND THAT THIS SOFTWARE MAY ONLY BE OBTAINED FROM Advanced Micro Devices, Inc. (“AMD”) OR AN AUTHORIZED DISTRIBUTOR OF AMD. IF YOU OBTAINED THIS SOFTWARE FROM ANY OTHER SOURCE, THAT SOURCE PROVIDED IT TO YOU ILLEGALLY, AND YOU HAVE NO RIGHT TO INSTALL, DOWNLOAD OR OTHERWISE USE THE SOFTWARE; SUCH USE IS A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.

Limited License to Authorized Distributors 

If you are an OEM, distributor, reseller, integrator or other entity in the business of providing technology products and/or services, and if you have been expressly authorized to distribute copies of the Software to End User(s), you are an "Authorized Distributor." Subject to the terms and conditions of this Agreement, you are granted a limited, non-exclusive, non-transferable, non-sub licensable license to distribute and/or install the Software in its unaltered, object code form solely (i) to, and on behalf of, a purchasing End User for the End User’s internal business purposes; and (ii) only for use with one (1) AMD product, purchased through authorized AMD sales channels. Except as specifically stated in this Section, Authorized Distributors are expressly prohibited from: copying and/or distributing the Software in whole or in part; using the Software to provide consulting or other services to third parties; and distributing the Software in any form or format. Authorized Distributors are subject to all other terms and conditions of this Agreement. Authorized Distributors must ensure that its End Users see and agree to this Agreement.

Limited License to End Users 

If you have licensed the Software for your own personal use or your company's internal use, you are an "End User." You are hereby granted, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable license to use this Software in its unaltered, object code form solely (i) for internal business purposes; and (ii) only with respect to one (1) AMD product that was purchased through authorized AMD sales channels. Further, you must obtain this Software only from authorized AMD sales channels. Obtaining it from any other source is a violation of the intellectual property rights of AMD and its licensors.

Restrictions

Except as expressly authorized in the “Limited License to Authorized Distributors” and “Limited License to End Users” sections above, Authorized Distributors and End Users (collectively "You”) shall not (nor cause or permit any other person to): (i) reverse engineer, translate, disassemble, derive source code from, decompile, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Software or any part thereof; (ii) copy, in whole or in part, the Software with the exception that only End Users may make one copy of the Software for their backup or archival purposes; (iii) publicly display the Software or use the Software to provide consulting or other services to third parties; or (iv) delete any copyright, trademark, patent or other notices of proprietary rights as they appear anywhere in or on the Software.

Proprietary Rights

The Software is primarily the intellectual property of Seagate Technology PLC. (“Seagate”) and its licensors (“Licensors”). In no event shall You obtain title to the Software or any component thereof. As between Seagate and You, Seagate has all rights, title, interest, ownership and proprietary rights in and to the Software. Seagate's rights include, but are not limited to, all copies of the Software and any patent rights, copyrights, trademark rights, trade secret rights, and any other intellectual property right recognized in any country or jurisdiction in the world.

The Software is protected by both United States law and international treaty provisions.

All rights not expressly granted in this Agreement are reserved by Seagate and Licensors, respectively.

Certain modifications to the Software are the intellectual property of Advanced Micro Devices, Inc. As between AMD and You, AMD has all rights, title, interest, ownership and proprietary rights in and to those modifications including but not limited to any patent rights, copyrights, trademark rights, trade secret rights, and any other intellectual property right recognized in any country or jurisdiction in the world.

Terms and Conditions

This Agreement shall continue in effect until terminated. AMD may terminate this Agreement immediately if You fail to comply with any provision of this Agreement. Upon termination, You shall discontinue use of the Software, and either destroy, erase, or return all copies of the Software in Your possession or control.

No Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SEAGATE AND AMD DISCLAIM, ON THEIR OWN BEHALF AND ON BEHALF OF LICENSORS, ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR HARDWARE. Seagate and its Licensors will not provide support for the Software and, to the extent you believe that are entitled to support, you are advised to contact the party from whom you received the Software. Notwithstanding the foregoing, Updates to the Software (which may or may not be distributed) shall be governed by this Agreement, and such Updates will be considered Software for purposes of this Agreement.

The Software is not absolutely fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation, air traffic control, direct life support machines, or weapons systems (“High Risk Activities”). Express or implied warranties for High Risk Activities are specifically disclaimed.

Limitation of Liability

IN NO EVENT SHALL SEAGATE, AMD OR LICENSORS BE LIABLE TO ANY PARTY FOR ANY LOST REVENUE, LOST PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SEAGATE’s, AMD’s or LICENSORS’ LIABILITY, TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF ANY FEE PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow for the exclusion of implied warranties as described in the “No Warranty” section of this license, or the limitation of liabilities as described in this section, so the above exclusions or limitations may not apply to You. In that event, to the extent permissible, any exclusion of warranties or limitation of liability will be limited in duration or type to the greatest extent allowed by law.

Export Controls

Licensee shall adhere to all applicable U.S. import/export laws and regulations, as well as the import/export control laws and regulations of other countries as applicable. Licensee further agrees they will not export, re-export, or transfer, directly or indirectly, any product, technical data, software or source code received from AMD under this license, or the direct product of such technical data or software to any country for which the United States or any other applicable government requires an export license or other governmental approval without first obtaining such licenses or approvals, or in violation of any applicable laws or regulations of the United States or the country where the technical data or software was obtained. Licensee acknowledges the technical data and software received will not, in the absence of authorization from U.S. or local law and regulations as applicable, be used by or exported, re-exported or transferred to: (i) any sanctioned or embargoed country, or to nationals or residents of such countries; (ii) any restricted end-user as identified on any applicable government end-user list; or (iii) any party where the end-use involves nuclear, chemical/biological weapons, rocket systems, or unmanned air vehicles. For the most current Country Group listings, or for additional information about the EAR or Licensee’s obligations under those regulations, please refer to the U.S. Bureau of Industry and Security’s website at http://www.bis.doc.gov/.

General 

This Agreement and any disputes arising from or relating to it shall be governed by and construed in accordance with the laws of the State of Colorado without reference to conflict of laws principles and excluding the U.N. Convention on Contracts for the International Sale of Goods. Any legal action or proceeding shall be instituted in a state or federal court in Denver, Colorado, U.S.A. and You agree to be subject to the jurisdiction of these courts. Taxes and charges imposed by any government with respect to the Software shall be paid by the End User. The waiver by either party of a breach of this Agreement or a failure to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other right. If any provision of this Agreement is held to be unenforceable or overbroad for any reason, it will be modified rather than voided, if possible, in order to achieve the intent of the parties to the extent necessary to make the provision enforceable under applicable law and enforced as amended. In any event, all other provisions of this Agreement will be deemed valid and enforceable to the full extent. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement including any purchase order or ordering document. This Agreement may not be modified or amended except in writing and signed by both parties.