IMPORTANT-READ CAREFULLY: DO NOT INSTALL, COPY OR USE THE ENCLOSED LICENSED MATERIALS, DOCUMENTATION (AS DEFINED BELOW), OR ANY PORTION THEREOF, (COLLECTIVELY "SOFTWARE") 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) ("LICENSEE") AND ADVANCED MICRO DEVICES, INC. ("AMD"). NOTE THAT IF YOU USE THE SOFTWARE ON BEHALF OF AN ENTITY (E.G. YOUR EMPLOYER), YOU AGREE THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DON’T HAVE AUTHORITY TO BIND SUCH ENTITY, YOUR USE AND THE ENTITY’S USE IS NOT LICENSED.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THIS SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THIS SOFTWARE IS AMD CONFIDENTIAL INFORMATION AND MAY NOT BE SHARED WITH ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED BELOW.
1.1 “Derivative Works” means any work, revision, modification or adaptation made to or derived from the Sample Code in whole or in part.
1.2 “Documentation” means documentation, associated, included, or provided in connection with the Licensed Materials, or any portion thereof, including but not limited to information provided online, electronically, or as install scripts.
1.3 “Free Software License” means an open source or other license that requires, as a condition of use, modification or distribution, that any resulting software must be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.
1.4 “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.
1.5 “Licensed Materials” means the ProRender Software Development Kit (“SDK”), including: (a) Documentation; (b) Sample Code; (c) tools and utilities; and (d) header files.
1.6 “Licensed Purpose” means the creation of internal use and testing of Licensee Software that works with AMD hardware products.
1.7 “Licensee Software” means any software developed or modified by Licensee using the Licensed Materials, and which may include any Libraries and/or Derivative Works.
1.8 “Libraries” means library files in the Licensed Materials that may be statically or dynamically linked into Licensee Software for the Licensed Purpose.
1.9 “Object Code” means the machine readable form of the Licensed Software (as opposed to the human readable form of computer programming code) created by or for Licensee by compiling the Source Code, or as delivered by AMD, including the object code version of any Derivative Work.
1.10 “Sample Code” means the header files and Source Code identified within the Licensed Materials as sample code.
1.11 “Source Code” means computer programming code in the human readable form and related system level documentation, including all associated comments, symbols and any procedural code such as job control language.
2. LICENSE. Subject to the terms and conditions of this Agreement, AMD hereby grants Licensee a non-exclusive, royalty-free, revocable, non-transferable, non-assignable, non-commercial limited copyright license solely for the Licensed Purpose, to:
a) install, use and copy the Licensed Materials in Object Code form internally at Licensee’s site(s); and
b) create Derivative Works solely for internal use.
3. RESTRICTIONS. Except for the limited copyright license expressly granted in Section 2 herein, Licensee has no other rights in the Licensed Materials, whether express, implied, arising by estoppel or otherwise. Further restrictions regarding Licensee’s use of the Licensed Materials are set forth below. Except as expressly authorized herein, Licensee may not:
- distribute or sublicense the Object Code or Source Code of: (i) the Sample Code; (ii) Derivative Works; and (iii) Libraries as incorporated in Licensee Software to customers and end users;
- publish, display, sublicense, assign or otherwise transfer the Licensed Materials (except when built into the Licensee Software);
- decompile, reverse engineer, disassemble or otherwise reduce the Licensed Materials in Object Code to a human-perceivable form (except as expressly allowed by applicable law but then only to the limited extent of such law);
- alter or remove any copyright, trademark or patent notice(s) in the Licensed Materials;
- use the Licensed Materials to: (i) develop inventions directly derived from Confidential Information to seek patent protection; (ii) assist in the analysis of Licensee’s patents and patent applications; or (iii) modify Licensee’s existing patents or patent applications;
- use the Licensed Materials in way that requires that the Licensed Materials or any portion thereof be licensed under a Free Software License; or
- Use or distribute the Licensed Materials in violation of any applicable law, regulation, generally accepted practice, or guidelines in the relevant jurisdictions.
5. THIRD PARTY MATERIALS. Together with the Licensed Materials, AMD may include third party technologies (e.g. third party libraries) for which Licensee must obtain licenses from parties other than AMD. Licensee agrees that AMD has not obtained or conveyed to Licensee, and that Licensee shall be responsible for obtaining, Intellectual Property Rights to use and/or distribute the applicable, underlying Intellectual Property Rights related to the third party technologies. These third party technologies are not licensed as part of the Licensed Materials and are not licensed under this Agreement.
6. NOTICE REGARDING STANDARDS. AMD does not provide a license or sublicense to any Intellectual Property Rights relating to any specification or technical standard of any internationally recognized standard setting organization or regulatory authority which has gained industry wide de facto adoption (e.g. H.264, MPEG1, MPEG2, MPEG3, MPEG4, AAC-LC, AC3, MP3, AES3, AVC/h.264, h.265, VC-1, GDDR5 and/or PCIe), (collectively, the “Media Technologies”). For clarity, Licensee will pay any royalties due for such third party technologies, which may include the Media Technologies that are owed as a result of AMD providing the Licensed Materials to Licensee.
7. OTHER AMD SOFTWARE COMPONENTS. The Licensed Materials may be accompanied by AMD software components (e.g. libraries, sample code) which are licensed to Licensee under the terms and conditions of their respective licenses located in the directory with the software component.
8. OWNERSHIP. The Licensed Materials including all Intellectual Property Rights therein are and remain the sole and exclusive property of AMD or its licensors, and Licensee shall have no right, title or interest therein except as expressly set forth in this Agreement.
9. FEEDBACK AND DERIVATIVE WORKS. Licensee has no obligation to give AMD any suggestions, comments or other feedback (“Feedback”) relating to the Licensed Materials or Derivative Works that Licensee Creates. However, AMD may use and include any Feedback that it receives from Licensee and Derivative Works that Licensee creates to improve the Licensed Materials or other AMD products, software and technologies. Accordingly, for any Feedback Licensee provides to AMD or any Derivative Works that Licensee creates, Licensee grants AMD and its affiliates and subsidiaries a worldwide, non-exclusive, irrevocable, royalty-free, fully paid up, perpetual license to, directly or indirectly, use, reproduce, license, sublicense, distribute, make, have made, sell and otherwise commercialize the Feedback and Derivative Works in the Licensed Materials or other AMD products, software and technologies. Licensee further agrees not to provide any Feedback that (a) Licensee knows 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.
10. SUPPORT AND UPDATES. AMD is under no obligation to provide any kind of support under this Agreement. AMD may, in its sole discretion, provide to Licensee updates to the Licensed Materials, and such updates will be covered as Licensed Materials under this Agreement.
11. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION.
11.1 Disclaimer OF Warranty. THE LICENSED MATERIALS ARE 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, NON-INFRINGEMENT, THAT THE LICENSED MATERIALS WILL RUN UNINTERRUPTED OR ERROR-FREE OR THOSE ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE LICENSED MATERIALS IS ASSUMED BY LICENSEE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Licensee.
11.2 Limitation of Liability. AMD AND ITS LICENSORS WILL NOT, UNDER ANY CIRCUMSTANCES BE LIABLE TO LICENSEE FOR ANY PUNITIVE, DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE LICENSED MATERIALS 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 to Licensee for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount of $100 USD.
11.3 Indemnification. Licensee agrees 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 a) Licensee’s use, distribution or sublicense of the Licensed Materials, b) violation of the terms and conditions of this Agreement by Licensee or any sublicensee, or c) for failure by Licensee to obtain and comply with third party licenses that may be required pursuant to Sections 5, 6 and 7 herein.
12. CONFIDENTIALITY. Licensee shall protect the Licensed Materials 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 Licensee uses to protect Licensee’s own confidential information of a like nature. Licensee 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 Licensee at least as restrictive as those contained in this Agreement. Licensee shall be responsible for Licensee’s employees and contractors compliance with the terms of this Agreement. Licensee may disclose Confidential Information in accordance with a judicial or other governmental order, provided that Licensee either (a) gives AMD reasonable notice prior to such disclosure to allow AMD a reasonable opportunity to seek a protective order or equivalent or (b) obtains 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.
13. TERMINATION AND SURVIVAL. This Agreement expires 5 years from the date that Licensee downloads the Licensed Materials. AMD may terminate the Agreement immediately upon the breach by Licensee or any sublicensee of any of the terms of the Agreement. Licensee may terminate the Agreement upon written notice to AMD and destruction of the Licensed Materials Licensee accessed hereunder. The termination of this Agreement shall: (a) immediately result in the termination of all rights granted by Licensee under this Agreement; and (b) have no effect on any sublicenses previously granted by Licensee to end users under Section 2(c) and which are compliant with all terms and conditions of this Agreement, which sublicenses shall survive in accordance with their terms. Upon termination or expiration of this Agreement, Licensee will cease using and destroy or return to AMD all copies of the Confidential Information, including but not limited to the Licensed Materials. Upon termination or expiration of this Agreement, all provisions survive except for Section 2.
15. EXPORT RESTRICTIONS. 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 it receives from AMD, 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: (a) any sanctioned or embargoed country, or to nationals or residents of such countries; (b) any restricted end-user as identified on any applicable government end-user list; or (c) 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/.
16. GOVERNMENT END USERS. The Licensed Materials are 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 Materials by the Government constitutes acknowledgment of AMD’s proprietary rights in it.
17. 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 exclusive jurisdiction of the state and federal courts of Travis County and the Western District of Texas for the purposes of any dispute arising out of or relating in any way to this Agreement. Licensee acknowledges that Licensee’s breach of this Agreement may cause irreparable damage and Licensee agrees 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.
19. GENERAL PROVISIONS. Licensee may not assign this Agreement without the prior written consent of AMD and any assignment without such consent will be null and void. This Agreement may be executed in multiple counterparts, each of which shall constitute a signed original. Any facsimile or electronic image of this Agreement or writing referenced herein shall be valid and acceptable for all purposes as if it were an original. 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.
20. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding between the Parties with respect to the Licensed Materials 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 AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE PRESS "ACCEPT." IF YOU DO NOT AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND PRESS "DECLINE," YOU MAY NOT USE THE SOFTWARE.