*INTEL® REALSENSE™ SOFTWARE DEVELOPMENT KIT (“SDK”) *

*PRE-RELEASE LICENSE AGREEMENT*
 

* *

*_IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING_**.*

* *

*DO NOT USE OR LOAD THIS SOFTWARE (THE “SOFTWARE”) UNTIL YOU HAVE
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  BY LOADING OR USING
THIS INTEL SOFTWARE, YOU AGREE TO THE TERMS OF THIS SOFTWARE DEVELOPMENT
KIT LICENSE AGREEMENT (THIS “AGREEMENT”).  IF YOU DO NOT WISH TO SO
AGREE, DO NOT COPY, INSTALL OR USE THIS INTEL SOFTWARE. IF YOU ARE AN
AGENT OR EMPLOYEE OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.*

 

*NOTICE*:

 

1.   All Applications and Components developed using this Software must
comply with Intel’s privacy, security, content and other validation
criteria set forth in Exhibit A, which may be updated from time to
time.  In addition, the Software is deemed to be pre-release code (e.g.,
alpha or beta release, etc), which may not be fully functional and which
Intel or its licensors may substantially modify in development of a
commercial version. Neither Intel nor such licensors makes any
assurances that they will ever develop or make generally available a
commercial version of any such Software.  Except as specified in Section
3.c.(i) below, You agree to maintain as confidential all information
relating to your use of the Software and not to disclose to any third
party the Software and/or any benchmarks, performance results, or other
information relating to the Software.

 

2.   The Software is not intended to be used to design Applications and
Components that (i) are used in any medical, life-saving or life
sustaining systems (ii) used for the diagnosis of disease or the cure,
mitigation, treatment, or prevention of disease or for any use that is
intended to affect bodily structure or function or (iii) to be used as
an accessory to a regulated medical device or to transform a computing
platform into a regulated medical device. 

 

3.   Definitions: In this Agreement, the following capitalized terms
shall have the meanings below:

 

*a.   “Application”*means a software application and all materials
related to such application (i) developed using the Software and (ii)
designed for use on an Intel-branded processor based computing system.

 

*b.   “Component”*means a reusable module that can be incorporated into
other applications in the form of middleware, libraries,    modules,
etc. that may be submitted by other developers (i) developed using the
Software and (ii) designed for use on an            Intel-branded
processor based computing system.

 

c.   *“Purpose”* means (i) your internal evaluation and review solely to
advise Intel as to possible modifications or enhancements to the
Software or to evaluate the desirability of using the Software to
develop Applications and/or Components based upon the Software and (ii)
developing Applications and/or Components for public demonstration
purposes only. 

      *You are not allowed any commercial use of, externally disclose or
externally distribute: *

*(i) the Software except to reference the fact that the Applications
and/or Components was developed using the Software; or*

*(ii) your Applications and/or Components, except for public
demonstration purposes. *

 

*4.         _LICENSE_.* 

 

4.1        Subject to the restrictions in Section 4.3, Intel Corporation
("Intel") grants to you the following non-exclusive, non-transferable,
         non-assignable, royalty-free licenses (i) under its copyrights
in the Intel-developed portions of the Software and (ii) under third
party    licensors’ copyrights for their respective applications that
may be included in the Software, a sublicense in such third party
licensors’ respective portions of the Software, (and as applicable
subject to Section 4.2 below): to design, develop, debug or otherwise
create or modify Applications, Components or other software products, in
each case, solely in connection with the Purpose, subject to the following:

 

*_Developer Tools_***include libraries, developer documentation,
installation or development utilities, and other materials.  You may use
and distribute the foregoing items internally for the purposes of using
the Software as licensed hereunder, but you may not externally
redistribute them.

*_Sample Source_***may include example interface or application source
code.  You may copy, modify and compile the Sample Source and include it
in your Application and/or Component in binary and source code form
solely for the Purpose.  You may not externally distribute the Sample
Source in any form, including as part of or with your Application and/or
Component.

*_End-User Documentation_*includes textual materials intended for end
users.  You may internally copy and use them solely for the Purpose, but
you may not externally distribute such materials.

*_Licensed Binaries_*are code provided in binary form, including without
limitation, demo (demonstration) applications.  You may internally copy
and use the Licensed Binaries solely for the Purpose.  You may not
externally distribute the Licensed Binaries in any form, including as
part of or with your Application and/or Component.

*_Header Files_*are source files for use by you for the purposes of
using the Software as licensed hereunder, but you may not externally
redistribute them as part of or with your Application and/or Component.

*_ _*

4.2        Notwithstanding Section 4.1 above, the Software may contain
certain open source software, identified in, and licensed in accordance
with, the “license.txt” file or other text or file in the Software. 

*_ _*

4.3        *_Restrictions_.*  Your use of the Software is expressly
limited to and conditioned upon compliance with the following:

 

·         You will not alter, remove or obscure any proprietary notices
from the Software relating to Intel’s or Intel’s licensors’ copyright,
trademark or patent notices.

·         You will make reasonable efforts to discontinue use of the
portions of the Software that you are licensed hereunder to use, upon
Intel’s release of an update, upgrade or new version of the Software. 

·         You may not reverse-assemble, reverse-compile, or otherwise
reverse-engineer any portion of the Software provided solely in binary form.

·         You must not disable or by-pass any security features of the
Software, or use the Software to develop Applications or Components that
(i) can disable or by-pass such security features or (ii) can cause a
Security Vulnerability. “Security Vulnerability” means a weakness or
flaw in a product or system’s design, operation or implementation that
could be exploited by an attacker to violate the product or system’s
security or privacy policies, including without limitation, a flaw that
makes it infeasible, even when the product is properly used, to prevent
an attacker from usurping privileges on a user’s system, compromising
its data, security or other operational features. If you become aware
that your Applications or Components can cause a Security Vulnerability,
you agree to (1) immediately notify Intel, (2) take immediate measures
to stop the internal distribution of your Applications or Components,
(3) promptly correct such Security Vulnerability and (4) indemnify Intel
for any claims that may be alleged against Intel due to such Security
Vulnerability.   

·         You may not externally distribute any portion of the Software,
including as part of or with your Application and/or Component.

*_ _*

*5.         _OWNERSHIP OF SOFTWARE AND COPYRIGHTS_.*Title to all copies
of the Software remains with Intel or its licensors. 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 or its licensors may make
changes to the Software, or to items referenced therein, at any time
without notice, but neither is obligated to support or update the
Software. Except as otherwise expressly provided, neither Intel nor its
licensors grant any express or implied right under Intel or Intel’s
licensors patents, copyrights, trademarks, or other intellectual
property rights.

 

*6.         _FEEDBACK_.*  This Agreement does NOT obligate you to
provide Intel with comments or suggestions regarding the Software. 
However, should you provide Intel with comments or suggestions for the
modification, correction, improvement or enhancement of (a) the Software
or (b) products or processes which work or interact with the Software,
you grant to Intel and/or Intel’s licensors (where your comments or
suggestions relate to their respective applications that may be included
in the Software) a non-exclusive, irrevocable, worldwide, royalty-free
license, with the right to sublicense to Intel’s licensees and customers
and/or Intel’s licensors’ licensees and customers, under your
intellectual property rights, the rights to use and disclose such
comments and suggestions in any manner Intel or Intel’s licensors
choose, and to display, perform, copy, make, have made, use, sell, and
otherwise dispose of Intel’s and Intel’s licensors’ and their licensee’s
products embodying such comments and suggestions in any manner and via
any media Intel and/or Intel’s licensors choose, without reference to
the source.

 

*7.         _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.  Neither Intel nor its licensors  provide any warranty or
assume responsibility for the accuracy or completeness of any
information, text, graphics, links or other items contained within the
Software.

 

*8.         _LIMITATION OF LIABILITY_.*IN NO EVENT SHALL INTEL OR ITS
LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS
INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE, EVEN IF INTEL OR ITS LICENSORS HAVE 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 NOT
APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM
JURISDICTION TO JURISDICTION. 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  OR FOR USE IN ANY
SECURITY-RELATED USE CASES.  THE WARRANTY DISCLAIMER AND LIMITED
LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
INTEL, ITS LICENSORS AND YOU.  INTEL AND ITS LICENSORS WOULD NOT BE ABLE
TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.

* *

*9.         _TERMINATION OF THIS AGREEMENT_.*This Agreement will
terminate without notice on the last day of the pre-release period,
which may be specified by Intel, or if not specified, upon the
commercial release of the Software by Intel.  Intel may terminate this
Agreement immediately at any time if you violate its terms and such
breach is not cured within thirty (30) days of written notice from
Intel. Upon termination, you will immediately destroy the Software or
return all copies of the Software to Intel.

 

*10.        _APPLICABLE LAWS_.*Claims arising under this Agreement shall
be governed by the laws of Delaware, excluding its principles of
conflict of laws and the United Nations Convention on Contracts for the
Sale of Goods. Neither Intel nor its licensors are obligated under any
other agreements unless they are in writing and signed by an authorized
representative of Intel.

 

*11.        _TRADE COMPLIANCE_.*  You and or any of your subsidiaries
shall not import, export, reexport, distribute or transfer either
directly or indirectly, any product, service or technical data or system
incorporating such items without first obtaining any required license or
other approval from the U.S. and any other worldwide government agency
that has jurisdiction over such trade activities. 

* *

*12.        _ASSIGNMENT_.*  Intel may assign its rights or delegate its
obligations, or any part thereof under this Agreement without prior
consent from you.  You may not assign, whether in conjunction with a
change of ownership, merger, acquisition, sale or transfer of all,
substantially all or any part of your business or assets or otherwise,
either voluntarily, by operation of law of otherwise, any portion of
this Agreement.  Any attempt by you to assign or delegate any rights,
duties or obligations set forth in this Agreement without Intel's prior
written consent shall be deemed a material breach of this Agreement and
shall be null and void.  Except as provided above, the terms and
conditions of this Agreement shall bind and inure to each party’s
successors and assigns.

 

*13.        _AMENDMENTS_*.  Intel may make changes to this Agreement at
any time by sending You a notice to the e-mail address on record
describing the modifications made. Intel will also endeavor to post a
notification on the Intel’s website where you can download the Software
describing the modifications made. The changes will become effective,
and will be deemed accepted by You, (a) immediately for those who
download the Software after the notification is posted, and (b) for
pre-existing users, upon acceptance of the modified Agreement (except
changes required by law which will be effective immediately). If You are
a pre-existing user and you do not accept the updates to this Agreement,
Intel may suspend or terminate this Agreement.  If You do not accept
updates to this Agreement, Your sole and exclusive remedy shall be to
cease use of the Software.

 

*14.        _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.

 

*/ /*
