Amd License
Amd License
Amd License
DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE UNTIL YOU HAVE READ AND
ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING, COPYING, ACCESSING, OR USING THE
SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not agree
to be bound by, or the entity for whose benefit You act has not authorized You to accept, these terms and conditions, do not install, access, copy,
or use the Software and destroy all copies of the Software in Your possession.
This SOFTWARE LICENSE AGREEMENT (this "Agreement") is entered into between Advanced Micro Devices, Inc., a Delaware corporation
("AMD") and You. "You" refers to You or Your employer or other entity for whose benefit You act, as applicable. If You are agreeing to the terms
and conditions of this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the legal authority to bind
that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity. AMD and You are referred to herein
individually as a "Party" or, together, as the "Parties".
The Parties, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:
1. PURPOSE: You seek to obtain, and AMD desires to provide You, under the terms of this Agreement, Software solely for Your internal efforts
to develop or to test and evaluate products integrating AMD hardware and AMD software. "Software" refers to certain software or other
collateral, including, but not limited to, related components, operating system, application program interfaces, device drivers, associated media,
printed or electronic documentation and any updates or releases thereto associated with AMD product(s), software or service(s). “AMD -based
product" refers to a device that includes, incorporates, or implements AMD product(s), software or service(s).
2. LIMITED LICENSE: Conditioned on Your compliance with the terms and conditions of this Agreement, AMD grants to You a limited,
nonexclusive, nontransferable, revocable, worldwide, fully paid-up license during the term of this Agreement, without the right to sublicense,
under AMD 's copyrights(subject to any third party licensing requirements), in each case solely within Your premises and only for Your internal
demonstration, evaluation, testing ,validation, and development of Your AMD -based products, to (i) prepare derivative works (as defined in 17
U.S.C. section 101 et seq.) of the Software("Derivatives"), if provided or otherwise made available by AMD in source code form, and reproduce
the Software, including Derivatives; (ii) display and perform an object code representation of the Software including Your Derivatives to Your
customers or partners, with a need to know, only for demonstration and when integrated with and executed by Your AMD -based product or AMD
hardware provided by AMD and subject to Your customers or partners entering a written confidentiality agreement in accordance with Section 6
(Confidentiality) herein; and (iii) have the rights in subparts (i) and (ii) performed by contractors working on Your behalf or at Your behest,
provided that You remain fully liable to AMD for the actions and inactions of those contractors.
3. LICENSE RESTRICTIONS: All right, title and interest in and to the Software and associated documentation are and will remain the exclusive
property of AMD and its licensors or suppliers. Unless expressly permitted under the Agreement, You will not, and will not allow any third party
to (i) use, copy, distribute, sell or offer to sell the Software or associated documentation except for reasonable backup; (ii) modify, adapt, enhance,
disassemble, decompile, reverse engineer, change or create derivative works from the Software except and only to the extent as specifically
required by mandatory applicable laws or any applicable third party license terms accompanying the Software; (iii) use or make the Software
available for the use or benefit of third parties; (iv) use the Software on Your products other than those that include the AMD product(s),
platform(s), or software identified in the Software; or (v) publish or provide any Software benchmark or comparison test results. You
acknowledge that an essential basis of the bargain in this Agreement is that AMD grants You no licenses or other rights including, but not limited
to, patent, copyright, trade secret, trademark, trade name, service mark or other AMDlectual property licenses or rights with respect to the
Software and associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge
there are significant uses of the Software in its original, unmodified and uncombined form. You may not remove any copyright notices from the
Software.
4. LICENSE TO FEEDBACK: This Agreement does not obligate You to provide AMD with materials, information, comments, suggestions, Your
Derivatives or other communication regarding the features, functions, performance or use of the Software ("Feedback"). If any portion of the
Software is provided or otherwise made available by AMD in source code form, to the extent You provide AMD with Feedback in a tangible
form, You grant to AMD and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free, fully paid-up and
transferable license, to and under all of Your AMDlectual property rights, whether perfected or not, to publicly perform, publicly display,
reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any comments,
suggestions, descriptions, ideas or other feedback regarding the Software provided by You or on Your behalf.
5. THIRD PARTY SOFTWARE: Certain third party software provided with or within the Software may only be used (a) upon securing a license
directly from the software owner or (b) in combination with hardware components purchased from such third party and (c) subject to further
license limitations by the software owner. A listing of any such third party limitations is in one or more text files accompanying the Software. You
acknowledge AMD is not providing You with a license to such third party software and further that it is Your responsibility to obtain appropriate
licenses from such third parties directly.
6. CONFIDENTIALITY: In any case no less confidentiality protection than You apply to Your information of similar sensitivity. If You would
like to have a contractor perform work on Your behalf that requires any access to or use of Software, You must obtain a written confidentiality
agreement from the contractor which contains terms and conditions with respect to access to or use of Software no less restrictive than those set
forth in this Agreement, excluding any distribution rights and use for any other purpose, and You will remain fully liable to AMD for the actions
and inactions of those contractors. You may not use AMD 's name in any publications, advertisements, or other announcements without AMD 's
prior written consent.
7. NO OBLIGATION; NO AGENCY: AMD may make changes to the Software, or items referenced therein, at any time without notice. AMD is
not obligated to support, update, provide training for, or develop any further version of the Software or to grant any license thereto. No agency,
franchise, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
8. EXCLUSION OF WARRANTIES: THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF
ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR
PURPOSE. AMD does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other
items within the Software.
9. LIMITATION OF LIABILITY: IN NO EVENT WILL AMD OR ITS AFFILIATES, LICENSORS OR SUPPLIERS (INCLUDING THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR IN
RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AMD HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF
LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY
IN PART NOT APPLY TO YOU. THE SOFTWARE LICENSED HEREUNDER 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 MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE LIMITED
REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
BARGAIN BETWEEN AMD AND YOU. YOU ACKNOWLEDGE AMD WOULD BE UNABLE TO PROVIDE THE SOFTWARE WITHOUT
SUCH LIMITATIONS.
10. TERMINATION AND SURVIVAL: AMD may terminate this Agreement for any reason with thirty (30) days’ notice and immediately if You
or someone acting on Your behalf or at Your behest violates any of its terms or conditions. Upon termination, You will immediately destroy and
ensure the destruction of the Software or return all copies of the Software to AMD (including providing certification of such destruction or return
back to AMD). Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement,
except Section 2, will survive termination.
11. GOVERNING LAW AND JURISDICTION: This Agreement and any dispute arising out of or relating to it will be governed by the laws of
the U.S.A. and Texas, without regard to conflict of laws principles. The Parties exclude the application of the United Nations Convention on
Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Texas, U.S.A. will have exclusive jurisdiction over
any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains
a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the
Parties.
12. EXPORT REGULATIONS/EXPORT CONTROL: You agree that neither You nor Your subsidiaries will export/re-export the Software,
directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or
the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such
required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by You or Your
subsidiary, You will ensure that the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or
other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.
13. GOVERNMENT RESTRICTED RIGHTS: The Software is a commercial item (as defined in 48 C.F.R. 2.101) consisting of commercial
computer software and commercial computer software documentation (as those terms are used in 48 C.F.R. 12.212). Consistent with 48 C.F.R.
12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You will not provide the Software to the U.S. Government. Contractor or Manufacturer is
Advanced Micro Devices, Inc., 7171 Southwest Parkway, MS B100.T Austin, TX 78735.
14. ASSIGNMENT: You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights or duties hereunder,
expressly, by implication, by operation of law, or otherwise and any attempt to do so, without AMD’s express prior written consent, will be null
and void. AMD may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion.
15. ENTIRE AGREEMENT; SEVERABILITY: The terms and conditions of this Agreement and any NDA with AMD constitute the entire
agreement between the Parties with respect to the subject matter hereof, and merge and supersede all prior or contemporaneous agreements,
understandings, negotiations and discussions. Neither Party will be bound by any terms, conditions, definitions, warranties, understandings, nor
representations with respect to the subject matter hereof other than as expressly provided herein. In the event any provision of this Agreement is
unenforceable or invalid under any applicable law or applicable court decision, such unenforceability or invalidity will not render this Agreement
unenforceable or invalid as a whole, instead such provision will be changed and interpreted so as to best accomplish the objectives of such
provision within legal limits.
16. WAIVER: The failure of a Party to require performance by the other Party of any provision hereof will not affect the full right to require such
performance at any time thereafter; nor will waiver by a Party of a breach of any provision hereof constitute a waiver of the provision itself.
17. OVERCLOCKING DISCLAIMER: By using this software, You acknowledge and agree to the following:
This software contains code that may disable or alter: (1) features and functions in the operating system, drivers and applications, and other
system settings; and (2) system services that enable operation of certain components of Your computer system, including the processor(s), outside
of the manufacturer’s specifications. AMD processors, including CPUs, APUs and GPUs and chipsets (collectively and individually “AMD
processor”), are intended to be operated only within their associated specifications and factory settings. Operating Your AMD processor outside
of official AMD specifications or outside of factory settings, including but not limited to the conducting of overclocking (including use of this
overclocking software, even if such software has been directly or indirectly provided by AMD or an entity otherwise affiliated in any way with
AMD), may damage Your processor, affect the operation of Your processor or the security features therein and/or lead to other problems,
including but not limited to, damage to Your system components (including Your motherboard and components thereon (e.g., memory)), system
instabilities (e.g., data loss and corrupted images), reduction in system performance, shortened processor, system component and/or system life,
and in extreme cases, total system failure. Neither Licensee nor AMD provides support or service for issues or damages related to use of an AMD
processor outside of official AMD specifications or outside of factory settings. Please make sure You have saved all important data before using
this overclocking software. DAMAGES CAUSED BY USE OF YOUR AMD PROCESSOR OUTSIDE OF OFFICIAL AMD SPECIFICATIONS
OR OUTSIDE OF FACTORY SETTINGS ARE NOT COVERED UNDER ANY AMD PRODUCT, BOARD, OR SYSTEM WARRANTY.
FURTHER, YOU ACCEPT ALL RISK AND LIABILITY ARISING FROM OR RELATING TO USE OF THIS SOFTWARE.