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OEM/ODM/ISV SOFTWARE LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: This License Agreement is a legal agreement between you ("Licensee") and Thunder Software Technology Co., Ltd ("Thundersoft") for the Board Support Package ("BSP") Software licensed from Intel Corporation ("Intel.") (hereinafter referred to as " Software "). This Software is made available to you only on the terms and conditions of this agreement. By installing, copying, or otherwise using the Software (whichever occurs first), you agree to be bound by the terms of this agreement. If you do not agree with the terms of this agreement, you are not authorized to use the Software. All rights not expressly granted to Licensee in this agreement are specifically reserved to Thundersoft or its suppliers. All content and services accessible through this Software belong to third parties and may be protected by copyright, patents, trademarks and/or other intellectual property laws. The content and services are provided solely for your personal use and not for commercial use. Licensee may not use them without the express, written permission of the content owner or the service provider. Unless otherwise licensed to do so, you may not alter, copy, republish, upload, post, transmit, translate, sell, create derivatives, distribute or exploit in any manner or medium any content or services accessible through or displayed by this Software.
- “Derivative Work” means derivative work, as defined in 17 U.S.C 101, of the Software Source Code that Customer developed
- “End User” means the ultimate end customer for the hardware device which incorporates and makes use of the software who does not resell Recipient’s Product
- “Executable Code” means computer programming code in binary form suitable for machine execution by a processor without the intervening steps of interpretation or compilation.
- “Intel Platform” means a board or device that includes one or more designated Intel® Corporation architecture processors as the primary application processor(s) for the board or device.
- “Software” means the Thundersoft software and any accompanying documentation as delivered by Thundersoft to Customer, and any updated or improved version of the program that Thundersoft provides to Customer under this Agreement, if any, but does not include Open Source Software or any computer programming code that is subject to an Agreement, obligation or license (whether or not accompanying the computer program) intended to supersede or override this Agreement.
- “Open Source Software” means any software that requires as a condition of use, modification and/or distribution of the software that the software or other software incorporated into, derived from or distributed with the software (a) be disclosed or distributed in source code form, or (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), (g) the Apache Software license and (h) the Common Public License (CPL).
- “Source Code” means a form of the Software provided by Thundersoft in source code form only, in which the computer program’s logic is easily deduced by a human being with skills in the art, such as a printed listing of the program or a form from which a printed listing can be easily recognized.
- “Product” means Licensee’s product containing the Intel Platform as a component.
- “Intel” means the Intel® Corporation, with principal business operations at 2200 Mission College Blvd., Santa Clara, CA 95052, USA
Thundersoft provides the software to Licensee solely for use in or with an associated Intel architecture processor and Intel Platform for which the software was designed, and for incorporation of the Software as an integral part of the Product that executes natively on the Intel Platform.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All right, title and interest in and to the Software remains the exclusive property of Thundersoft or its suppliers. Licensee will not mortgage, pledge or encumber the Software in any way. Thundersoft or its suppliers 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.
4. Grant of License.
4.1 Installation and Use. This agreement grants to you the limited, personal, revocable non-exclusive and non-transferable right to install and use the Software (i) for internal development and support of your product, in accordance with it’s intended purpose, as listed in clause 1 of this license, and as outlined in the software documentation; (ii) to prepare Derivative Works of the software provided by Thundersoft in source code form only, or any addition, deletion or other modification only to any such Source Code, in each case only for Licensee’s internal evaluation, testing and development and that is approved by Thundersoft in writing prior to creating any such Derivative Work or performing any such addition, deletion or other modification, provided however, that this license may be exercised only by Licensee and only within Licensee’s facilities. The rights and limitation of this agreement also govern updates/upgrades of the Software.
4.2 Distribution. This agreement grants to you the right to reproduce and distribute the software, in its entirety, solely as Executable Code and only embedded and incorporated as an integral part of a Product to an End User, pursuant to a license agreement with terms and conditions at least as restrictive as those contained in this Agreement. End User shall have no right to further copy, reproduce or distribute the Software whether through redistribution of the Products or otherwise.
4.3 Open Source Software. The Software may contain Open Source Software. Use of the Open Source Software portions of the Software are governed by the applicable Open Source Software licenses identified in the applicable source code file(s) and/or file header(s) associated with the Software. The Thundersoft License Grants in Section 1.1 do not apply to Open Source Software. Licensee shall not incorporate any Open Source Software into non-Open Source Software portions of the Software or take any action that would cause non-Open Source Software portions of the Software to be subject to any license obligations associated with Open Source Software.
5. Description of other Rights and Limitations.
5.1 You may not, and may not allow any third party to reverse engineer, decompile, analyze, reproduce or otherwise use the Software in any manner without the express, written consent of the copyright owner.
5.2 You may not transfer any of your rights under this agreement. Licensee agrees to communicate the terms and restrictions contained in this agreement to all persons under his or her employment, direction, or control who have access to the Software.
5.3 No Other Licenses. THUNDERSOFT GRANTS LICENSEE NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER INTELLECTUAL PROPERTY RIGHTS. ALL OTHER RIGHTS ARE EXPRESSLY RESERVED.
6. No Obligation. Licensee has no duty to purchase or license any product from Thundersoft. Licensee acknowledges that Thundersoft is not obligated to provide a current or prospective licensee with any Software, or to provide any update or upgrade to any Software previously provided. Thundersoft and its suppliers have no obligation to provide support for the Software, unless Thundersoft and Licensee have entered into a separate support agreement (“Support Agreement”).
7. Term; Termination.
7.1 Term. The Term of this agreement shall commence on the Effective Date and shall continue until 8-Sept-2018.
7.2 Thundersoft may terminate this agreement immediately, upon notice from Thundersoft, if Licensee violates any of the terms or conditions hereunder.
7.3 Thundersoft may terminate this agreement without cause upon 15 days written notice to Licensee.
7.4 Upon termination, Licensee will immediately destroy the Software, including providing certification of such destruction to Thundersoft, or return all copies of the Software to Thundersoft. Paragraphs 4 through 8 will survive termination.
8. WARRANTY DISCLAIMER.
THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED TO YOU ''AS IS", WITHOUT WARRANTY OF ANY KIND. LICENSEE IS SOLELY RESPONSIBLE FOR SELECTION OF THE SOFTWARE AND COMPONENTS TO ACHIEVE LICENSEES INTENDED RESULTS OR FOR PARTICULAR APPLICATIONS AND SYSTEMS. THUNDERSOFT AND ITS SUPPLIERS MAKE NO WARRANTIES WITH RESPECT TO SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OF NONINFRINGEMENT.
9. LIMITATION OF LIABILITY.
THUNDERSOFT AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, STRICT LIABILITY OR OTHERWISE. THUNDERSOFT AND ITS SUPPLIERS DISCLAIM ALL LIABILITY, INCLUDING LIABILITY FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SOFTWARE.
This agreement is governed by the laws of Hong Kong. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the Hong Kong International Arbitration Centre (the “Centre” or “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force as of the Effective Date of this agreement (“Rules”).