e) Intel has no obligation to provide any support, technical assistance or updates for the Software. Waiver. No waiver of any provision of this Agreement will be valid unless in a writing signed by an authorized representative of the waiving party that specifies the waived provision. That signed waiver will not constitute a waiver of any other provision. A party’s failure or delay in enforcing any provision will not operate as a waiver. LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate Licensee to provide Intel with comments or suggestions regarding the Software. However, if Licensee provides Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or (b) Intel products or processes that work with the Software, Licensee grants to Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Licensee’s intellectual property rights, to incorporate or otherwise utilize those comments and suggestions.

OPEN SOURCE STATEMENT. The Software may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in the OSS comments in the applicable source code file(s) or file header(s) provided with or otherwise associated with the Software. Neither You nor any OEM, ODM, customer, or distributor may subject any proprietary portion of the Software to any OSS license obligations including, without limitation, combining or distributing the Software with OSS in a manner that subjects Intel, the Software or any portion thereof to any OSS license obligation. Nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable OSS license.THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms. c. If the reason for the suspension under Section 7.a above is not cured in accordance with Section 7.b, then Intel may elect to terminate the Agreement for breach as described below. b) “Customer Data” means any and all data, including but not limited to Personal Information, that You (i) run on the Software or Cloud Services; (ii) cause to interface with the Software, Cloud Services or the Hosted Environment; (iii) upload to the Cloud Services or (iv) otherwise transfer, transmit, use, process, collect or store in the Hosted Environment, but it does not include Intel Data nor screen content shared by You.

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 Intel’s express prior written consent, will be null and void. Intel may assign, delegate and transfer this Agreement, and its rights and obligations hereunder, in its sole discretion. Subcontractor. .You may disclose Material to your subcontractor for its work on Your Product under an agreement preventing the subcontractor from disclosing Material to others. You will be liable for the acts or omissions of your subcontractor, including unauthorized disclosure of confidential information. f) “Intel Data” means all aggregate information, raw data, analytics and data created, derived or generated in any manner from or by the Software or Cloud Services during Your, Your employees, contractors, or end users use of Software or the Cloud Services but does not include Customer Data.

Integrated LAN

iii. At Intel’s sole discretion, Intel may terminate Your access to Customer Data or delete Customer Data stored in the Cloud Services during a suspension, and Intel shall not be liable to You for any damages or losses You may incur as a result of such suspension. Effect of Termination. Upon termination of the Agreement, the licenses to you will immediately terminate and you must cease using any Material and destroy all copies in your possession and direct your subcontractors to do the same. Termination of this Agreement will not terminate the CNDA. Threatening Material or Content: The Cloud Services shall not be used to host, post, transmit, or retransmit any content or material that harasses, or threatens the health or safety of others. In addition, Intel reserves the right to decline to provide Cloud Services if the content is determined by Intel to be obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous, excessively violent or promoting the use of violence or otherwise harmful to others. Dispute Resolution. If we have a dispute regarding this Agreement (other than for misappropriation of trade secrets or breaches of confidentiality obligations), neither party can file a lawsuit or other regulatory proceeding before the complaining party provides the other party a detailed notice of the dispute and our senior managers attempt to resolve the dispute. If our senior managers cannot resolve the dispute in 30 days, either party may demand mediation in which we will then try to resolve the dispute with an impartial mediator. If our dispute is not resolved within 60 days after the mediation demand, either party may begin litigation

CONFIDENTIALITY The terms of this Agreement and the Material are Intel confidential information and subject to your valid corporate non-disclosure agreement with Intel (CNDA). Except as authorized in Section 2.1, you must not disclose this information to anyone, including the U.S. government. This Agreement will not become effective, or will automatically terminate, in the absence of a CNDA. This Agreement will take precedence in the event of a conflict with the CNDA. Open Source Licenses. The Materials may include software subject to an open source license, including licenses recognized by the Open Source Initiative ( http://www.opensource.org). Nothing in this Agreement limits any rights under, or grants rights that supersede, the terms of any applicable open source software license. Effect of Termination. Upon termination of the Agreement, the licenses to You will immediately terminate and You must cease using the Materials and destroy all copies in your possession and direct Your subcontractors to do the same. Termination of this Agreement will not terminate the CNDA. CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged confidential information, as well as the Software are subject to the terms and conditions of the Non-Disclosure Agreement(s) or Intel Pre-Release Loan Agreement(s) (referred to herein collectively or individually as “NDA”) entered into by and in force between Intel and You, and 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 Intel for the actions and inactions of those contractors. You may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent.ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA with Intel 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, or 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. Third-Party Software. Your use of any third-party software is subject to Your compliance with the license You obtain directly from that third-party. A listing of any such third-party software may be in a text file accompanying the Materials. Restrictions. Except as authorized above, You will not: (a) use or modify the Materials in any other way; (b) reverse engineer, decompile, or disassemble the Materials provided in object form (except and only as specifically required under Section 2.5), or (c) use the Materials to violate or aid in the violation of any international human right. You will be liable for your subcontractor’s acts or omissions including breach of confidentiality. Compliance with Laws. The Materials are subject to export controls under applicable government laws and regulations, including in the U.S. You must comply with applicable laws and regulations, including U.S. and worldwide export regulations. You must not export, import, or transfer the Materials to any prohibited or sanctioned country, person, or entity. You must not use the Materials for the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons. INDEMNITY. You will indemnify, defend, and hold Intel harmless from any allegation against Intel arising in connection with your use of Material and you will pay all of Intel’s losses, liabilities, and costs (including reasonable attorneys’ fees) arising from the allegation.

License. Subject to the terms of this Agreement, Intel grants to You, for the Term, a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license under Intel’s intellectual property rights in the Materials, without the right to sublicense, to use the Materials in the development of Your Products, including modifying Materials delivered as source code, and distributing the Materials, including Your modifications, in object form, embedded in or for execution on Your Product and under terms and conditions consistent with Your rights and obligations under this Agreement. You may disclose the Materials to Your subcontractor for its work on Your Products under an agreement preventing the subcontractor from disclosing the Materials to others. DISCLAIMER OF WARRANTY. The Software is provided “AS IS” without warranty of any kind, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. TERMINATION OF THIS LICENSE. Intel or the sublicensor may terminate this license at any time for any reason with thirty (30) days’ notice and immediately if You are in breach of any of its terms or conditions. Upon termination, You will immediately destroy or return to Intel all copies of the Software. Upon termination of this Agreement, all licenses granted to You hereunder terminate immediately. All Sections of this Agreement, except Section 2, will survive termination.

Severability. If a court holds a provision of this Agreement unenforceable, the court will modify that part to the minimum extent necessary to make that part enforceable or, if necessary, to sever that part. The rest of the provision remains fully enforceable. 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 Delaware, 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 Delaware, 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. Restrictions. . Except as authorized above, you will not: (a) use or modify Material in any other way; (b) reverse engineer, decompile, or disassemble Material provided as object code (except as required by applicable law or under an applicable open source license), or (c) use Material to violate or aid in the violation of any international human right. System and Maximum TDP is based on worst case scenarios. Actual TDP may be lower if not all I/Os for chipsets are used.