End User License Agreement (the “Agreement”)

This license is applicable to following software components:

Intel® Active System Console,

Intel® Command Line Interface,

Intel® SNMP Subagent,

Intel® Multi-Server Manager,

Intel® Data Center Manager,

Intel® Modular Server Add-in for Microsoft Windows* Essential Business Server 2008

 

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Software Definition:  “Software” means the software that is delivered to you with this Agreement and any copies.  Software can be provided by electronic download, on physical media or preloaded on a hardware product.  Software includes software proprietary to Intel or its suppliers, related explanatory written materials or files (“Documentation”); and upgrades, modified versions, updates and copies of the Software, if any, licensed to You by Intel (collectively, “Updates”). 

 

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not use or load this Software, including any Documentation until you have carefully read the following terms and conditions. By loading or using the Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Software. The Software may include Open Source portions offered on terms in addition to those set out here, as set out in an open source license accompanying those portions. Details of the open source components and related license text can be found at http://support.intel.com/support/motherboards/server/sysmgmt/sb/CS-031025.htm

 

End User License:

 If you are an End User and have purchased a license for use of the Software for your internal operations, meaning that that you have acquired the Intel hardware-based server board, system or accessory (the “Intel Hardware”) for which the Software was provided primarily for your (or your employer's) own use and not for redistribution or resale, Intel grants you a limited copyright license to copy or otherwise install and run the Software (in object code form only) for the purpose of supporting the Intel Hardware. You may not transfer the Software to another person or entity unless you also transfer the Intel Hardware for which the Software was provided and your transferee agrees in writing to Intel to be bound by the terms of this license agreement. Other terms are provided below under the heading "Other Terms/Restrictions" and under the “Exceptions” Section below.

 

Exceptions:

Intel® Command Line Interface:  No technical support is available for this component through any of Intel’s support offerings.

Intel® Multi-Server Manager:  For version 3.0 and later versions of this component only, an option is available within this component for End Users to install and make use of the power management capability provided by the Intel® Data Center Manager component. 

Intel® Data Center Manager:  If you are an End User that has received a license for version 3.0 or later versions of the Intel® Multi-Server Manager component, you may, at your option, activate the Intel® Data Center Manager component for use under a trial license.  Such trial license grant is limited to use of the Software for internal evaluation purposes only, for a period commencing on the date that you register the Software with Intel and continuing for no more than sixty (60) days from the date of such registration.  Upon the expiration of the evaluation period, you will immediately destroy the Software or return all copies of the Software to Intel and destroy all applications and/or products developed by you for evaluation purposes.  In the event that you desire to continue to use this component beyond the sixty (60) day trial period, you must purchase a Software license key for such continuing use.  Additional license terms applicable to the key, including the number of machines that are licensed to be managed, may be found in the Documentation for this component.  You understand that it is your responsibility to understand the power needs for the machines to be managed by this component and to establish appropriate power application policies for such components.  You understand further that the Intel® Data Center Manager component is not intended to be used as an independent component and your license to use it is limited to environments where the Intel® Multi-Server Manager component is also installed and used in accordance with its license.

 

OEM License:

If you are an Original Equipment Manufacturer or any other entity in the business of providing computer hardware products in the chain of manufacture or distribution to End Users, Intel grants you a limited copyright license, subject to the terms and restrictions herein, to copy, modify (your modifications being your “Derivatives”) and redistribute the Software to others in such chain of manufacture or distribution and to End Users for use only as a system management tool for the Intel hardware-based server board or system (the "Intel Hardware") for which the Software is provided as listed on the box or collateral provided with the CD-ROM or as posted on the Intel website from which you obtained the software.

 

OEM WILL:

1. Retain the substance of all legal disclaimers contained in the unmodified Software, including without limitation disclaimers regarding warranty, errata and Intel's right to make changes to specifications and product descriptions at any time.

2. Distribute the Software only under license terms substantially similar to and no less protective of Intel and its suppliers than those contained herein.

3. Upon Intel's release of an update, upgrade or new version of the Software, you will make reasonable efforts to discontinue distribution of the portions of the Software that you are licensed hereunder to distribute, and to make reasonable efforts to distribute such updates, upgrades or new versions to your customers who have received the Software.

4. Be solely responsible to your customers for any update or support obligation and other liability which may arise from your distribution;

5. Indemnify, hold harmless, and defend Intel and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from your distribution or modification of any part of the Software.

 

OEM WILL NOT:

1. Make any modification to the Software other than as provided expressly in this license.

2. Render the Software incomplete, inaccurate or misleading;

3. Use or distribute the Software for any purpose other than to support your Intel-hardware based computer, board/chassis combinations, and other products

4. Use trademarks, logos or trade names appearing in the Software provided hereunder for any other purpose.

5. Make any statement that your product is "certified," or that its performance is guaranteed, by Intel.

 

OTHER TERMS/RESTRICTIONS (applicable to both OEM's and End-users):

A. You will not reverse-assemble, reverse-compile, or otherwise reverse-engineer any part of the Software.

B. You will not, other than as you are authorized hereby, use, copy, modify, adapt, create derivative works, rent, sell or transfer the Software or any portion thereof and you agree to take reasonable measures to prevent unauthorized copying of the Software.  You will not allow the Software to be used for the purpose of engaging in any unlawful or malicious activity.

C. Title to all copies of the Software remains with Intel or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Intel may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Intel grants no express or implied right to you or your customers under Intel patents, copyrights (except as expressly set forth herein), trademarks, or other intellectual property rights under this license. You may transfer the Software only if the recipient agrees to be fully bound by these terms.

D. UPDATES. If the Software is an update to a previous version of the Software, you must possess a valid license to the previous version in order to receive and be licensed to the update.  All updates are provided to you on a “license exchange basis”.  You agree that by loading, copying or otherwise using an update, your license to any previous version of the Software is automatically terminated.

E. PRIVACY. It is your responsibility to take all necessary measures to guard and protect the privacy of your data and the data of your customers or clients, in accordance with all applicable laws.  Intel and any Third Party Software licensors are not responsible or liable for guarding or protecting the privacy of such data. 

F. FEEDBACK. To assist Intel in identifying problems with and making improvements to the Software, Intel invites your feedback concerning the product features, software tools, application, architecture, program/code, documentation or any bugs, errors or other problems discovered during the course of your evaluation or use of the Software.  Intel shall have unrestricted rights to use such feedback to improve or modify the Software or any later version thereof.

G. THIRD PARTY SOFTWARE: The Software may include software licensed from third parties (“Third Party Software”).  Third Party Software (e.g., drivers, utilities, operating system components, etc.) which may be distributed with the Software hereunder is provided "AS IS" without warranty of any kind, whether express or implied, and your use and installation thereof is subject to the third party licenses supplied with such Third Party Software. Intel and its suppliers expressly disclaim liability of any kind with respect to your installation or use of Third Party Software. YOUR USE OF THIRD PARTY SOFTWARE IS AT YOUR OWN RISK.  INTEL AND ANY THIRD PARTY SOFTWARE LICENSORS MAKE NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SOFTWARE.

H. THIRD PARTY SOFTWARE LICENSORS: All limitations and disclaimers on any license grants under this Agreement also apply to any license grants by any Third Party Software licensor.

I. Open Source Software: The Software may be delivered with open source software that is distributed as free software, open source software, or pursuant to similar licensing and distribution models (e.g., GNU, Linux, etc.) (“Open Source Software”).  YOUR USE OF OPEN SOURCE SOFTWARE IS AT YOUR OWN RISK.  INTEL MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SOFTWARE. INTEL DISCLAIMS ON BEHALF OF ALL CONTRIBUTORS TO ANY OPEN SOURCE SOFTWARE ALL WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED; INTEL EXCLUDES ON BEHALF OF ALL SUCH CONTRIBUTORS ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES. ALL OPEN SOURCE SOFTWARE DELIVERED WITH THE SOFTWARE IS DELIVERED FREE-OF-CHARGE AND THE SOURCE CODE FOR ALL SUCH OPEN SOURCE SOFTWARE IS AVAILABLE VIA DOWNLOAD FROM INTEL.

J. Limited Media Warranty: If the Software has been delivered by Intel on physical media, Intel warrants the media to be free from material physical defects for a period of ninety (90) days after delivery by Intel. If such a defect is found, return the media to Intel for replacement or alternate delivery of the Software as Intel may select.

K. EXCLUSION OF OTHER WARRANTIES. YOUR USE OF THIRD PARTY SOFTWARE IS AT YOUR OWN RISK.  YOU UNDERSTAND THAT THE SOFTWARE MAY NOT FUNCTION PROPERLY IN THE EVENT OF A PARTIAL OR FULL INTERRUPTION OF POWER TO ANY INTEL HARDWARE AND THAT IMPROPER POWER ALLOCATION POLICIES MAY LEAD TO IMPROPER POWER MANAGEMENT AND DAMAGE TO INTEL HARDWARE.  THE RISKS ASSOCIATED WITH ANY SUCH POWER FAILURE AND IMPROPER POWER ALLOCATION POLICIES ARE YOURS ENTIRELY.  AS PART OF THE FOREGOING, YOU UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO UNDERSTAND THE POWER NEEDS FOR YOUR HARDWARE AND TO ESTABLISH THE APPROPRIATE POWER ALLOCATION POLICIES FOR SUCH HARDWARE.  THE SOFTWARE COMPONENTS LICENSED UNDER THIS AGREEMENT NEITHER ESTABLISH SUCH POWER ALLOCATION POLICIES NOR DO THEY ACT AS A SUBSTITUTE FOR YOUR JUDGMENT IN ESTABLISHING SUCH POLICIES.  INTEL AND ANY THIRD PARTY SOFTWARE LICENSORS MAKE NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SOFTWARE.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, NON-INFRINGING, WILL OPERATE ERROR-FREE, OR IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE CAN OR WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.  EFFORTS BY INTEL OR ANY THIRD PARTY SOFTWARE LICENSOR TO MODIFY THE SOFTWARE WILL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU.  THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE SOFTWARE IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED REPRESENTATION, WARRANTY OR CONDITION MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

L. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL OR IT SUPPLIERS OR THIRD PARTY SOFTWARE LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST OR CORRUPTED INFORMATION OR DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE SOFTWARE LICENSED UNDER THIS AGREEMENT IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. YOU WILL INDEMNIFY AND HOLD INTEL AND ANY THIRD PARTY SOFTWARE LICENSORS HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEY FEES ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION AND USE OF THE SOFTWARE AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF THE CLAIM ALLEGES THAT INTEL OR A THIRD PARTY SOFTWARE LICENSOR WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU.  INTEL WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT THESE LIMITATIONS.

M. TERMINATION OF THIS AGREEMENT. Intel may terminate this Agreement at any time if you violate its terms. Upon termination, you will immediately destroy the Software or return all copies of the Software to Intel.

N. APPLICABLE LAWS. Any claims arising under or relating to this Agreement will be governed by the internal substantive laws of Delaware, without regard to principles of conflict of laws. Furthermore, the terms of the Convention of Contracts for the International Sale of Goods (CISG) will not apply to this Agreement. You may not export the Software in violation of applicable export laws and regulations. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel.

O. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052.

P. SEVERABILITY: The terms and conditions stated in this Agreement are declared to be severable. If any paragraph, provision, or clause in this Agreement will be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement will remain valid and enforceable.

Q. COMPLETE AGREEMENT: This is the complete and exclusive statement of this Agreement between you an Intel. This Agreement supersedes any and all prior agreements or understandings, written or oral, with respect to the subject matter of this Agreement.

R. TRANSLATIONS: In the event that the English language version of this Agreement is accompanied by any other version translated into any other language, such translated version is provided for convenience purposes only and the English language version will control.