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IMPORTANT: This is a legal agreement (“Agreement”) between you, either as an individual or an entity, (the “USER”) and Advanced Micro Devices, Inc. (“AMD”). By loading the software or any portion thereof (“Software”), and any related documentation (“Documentation”), USER agrees to all of the terms of this Agreement. Additionally, USER remains subject to the original terms and conditions of any other software license agreements entered into by USER and a third party. USER is responsible for ensuring that use of the Software provided by AMD is not in violation of any such agreement.
DO NOT LOAD THIS SOFTWARE UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. LOADING OR OTHERWISE USING THE SOFTWARE OR DOCUMENTATION CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THIS SOFTWARE, DOCUMENTATION OR ANY PORTION THEREOF.
NOW THEREFORE, the parties hereto agree as follows:
a. Software shall mean the AMD Core Math Library, and does not include any third- party runtime libraries.
b. Documentation shall mean all manuals for the Software or Licensed Materials, and all other materials, regardless of media, that describe or relate to the design, use or operation of the Software or Licensed Materials.
c. “Executable Code” shall mean all software in a machine-readable, binary or executable form.
d. “Licensed Materials” shall mean any Executable Code provided to USER that incorporates the Software or any portion thereof (hereinafter USER CODE), as well as any Executable Code of the Software provided to USER, any Documentation and any updates thereof.
e. “Effective Date” shall mean a date upon which USER uses the Software or Licensed Materials or accesses any Documentation.
a. Subject to the terms of this Agreement, AMD hereby grants to USER a limited, non-exclusive, non-transferable, royalty-free copyright license to use the Licensed Materials only for the purpose of executing and evaluating the performance of software. Other than the limited license granted in this Section 2.a., USER shall have no other rights in the Licensed Materials or Software, whether express, implied, arising by estoppel or otherwise. If USER desires to distribute any of the Licensed Materials or Software, USER shall enter into a separate written agreement with AMD.
b. Without limiting Section 2.a. above, USER does NOT have the right: (i) to modify, adapt, translate, or create derivative works based upon the Licensed Materials or Software or any part thereof; or (ii) to modify, disassemble, reverse engineer, decompile, or otherwise reduce to source code or any human perceivable form any part of the Software, Licensed Materials or updates thereto that are not already Source Code; or (iii) to remove proprietary legends in the Software or Licensed Materials, including but not limited to legends that protect AMD’s patent, trade secret, copyright and other proprietary rights in the Software or Licensed Materials.
- Ownership and Copyright of Material.
The Software and Licensed Materials are owned by AMD and its licensors and are protected by United States intellectual property laws and international treaty provisions. Except as expressly provided herein, AMD does not grant any express or implied right to USER under AMD patents, copyrights, trademarks, or trade secret information.
- Obligations of the Parties.
a. Licensed Materials and Software.
USER may use the Licensed Materials and Software only in accordance with the terms and conditions of this Agreement.
During the term of this Agreement, USER may inform AMD of all errors, difficulties or other problems with the Licensed Materials or Software, collectively referred to as “feedback”. AMD may use for any purpose whatsoever, any feedback USER provides regarding the Licensed Materials or Software, including, but not limited to, usability, bug reports and test reports.
c. Issuance of Software or Licensed Materials.
AMD shall not be obligated to make the Software or Licensed Materials publicly available, in whole or in part.
AMD may, in its sole discretion, provide to USER updates to the Software, Licensed Materials and Documentation, and such updates will be covered under this Agreement. AMD is under no obligation to provide USER with any updates, support, or maintenance of the Software, Licensed Materials or Documentation.
- Disclaimer of Warranty and Indemnity.
AMD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PERFORMANCE OF THE SOFTWARE OR LICENSED MATERIALS IN ANY WAY. FURTHERMORE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE SOFTWARE OR LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING, AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL AMD BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR LICENSED MATERIALS, EVEN IF AMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USER acknowledges that its use of the Software or Licensed Materials without charge reflects this allocation of risk. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties, and therefore, the above limitations might not apply to USER. In addition to the disclaimer of warranties set forth above, it is understood that AMD makes no representations concerning the completeness, accuracy or operation of the Software or Licensed Materials. Furthermore, USER shall have the sole responsibility for adequate protection and backup of its data used in connection with the Software or Licensed Materials, and USER shall not make any claim against AMD for lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the Software or Licensed Materials.
USER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS AMD, ITS LICENSORS, ITS LICENSEES, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY AND OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), RELATED TO OR RESULTING FROM (A) THE USE OF ANY SOFTWARE, LICENSED MATERIALS OR DERIVATIVE WORKS THEREOF OR ANY OTHER MATERIALS PROVIDED AS A RESULT OF THIS AGREEMENT OR (B) ANY SOFTWARE OR LICENSED MATERIALS CREATED OR DISTRIBUTED BY USER.
- Limitation of Liability.
If, notwithstanding the provisions of this Agreement, AMD shall at any time have any liability arising from or by virtue of this Agreement, whether due to AMD’s gross negligence, AMD’s breach of its obligations under this Agreement, or otherwise, USER agrees that in no event will the total aggregate liability of AMD for any claims, losses, or damages exceed $1,000. This limitation of liability is complete and exclusive, shall apply even if AMD has been advised of the possibility of such potential claims, losses, or damages, and shall apply regardless of the success or effectiveness of any other remedies possessed by USER, USER’s customers, or any third parties. This limitation of liability reflects an agreed upon allocation of risk between AMD and USER in view of the nature of this transaction. AMD assumes no liability that may arise out of the use or possession of the Software or Licensed Materials.
This Agreement shall expire in two (2) years or within five (5) business days of written notice by AMD. If USER fails to comply with any of its obligations hereunder, AMD shall have the right, at any time, to terminate the Agreement, and within five (5) days after termination of the Agreement for any reason other than the Software or Licensed Materials being released as a standard AMD product, USER will remove or certify to the destruction of, the Licensed Materials from its computer systems and return to AMD the Software and Licensed Materials in the form provided by AMD. This Agreement shall terminate immediately with respect to any person or entity asserting or threatening to assert any intellectual property right against AMD.
a. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements concerning the subject matter herein and may not be changed or terminated except by a written communication signed by the party against whom the same is sought to be enforced.
If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, such provisions or portions thereof are to that extent deemed to be omitted. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. The USER’s remedies in this Agreement are exclusive.
c. Governing Law, Venue.
This Agreement shall be governed by the laws of the State of California. Each party hereto submits to the jurisdiction of the state and federal courts of Santa Clara County and the Northern District of California for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection which it may have to contest such forum.
d. Import/Export/Re-Export/Use/Release/Transfer Restrictions and Compliance
with Applicable Laws.
USER is hereby provided notice, and agrees and acknowledges by signing this Agreement, that the Licensed Materials and Software as well as any accompanying information may be subject to restrictions on use, release, transfer, importation, exportation and/or re-exportation under the laws and regulations of the United States or other countries (“Applicable Laws”), whichinclude but are not limited to U.S. export control laws such as the Export Administration Regulations and national security controls as defined thereunder, as well as State Department controls under the U.S. Munitions List. USER further agrees that the Software, Licensed Materials, any source code, any accompanying media, material and information, and any product thereof, will not be used, released, transferred, imported, exported and/or re-exportedin any manner prohibited under Applicable Laws, including U.S. export control laws regarding specifically designated persons, countries and nationals of countries subject to national security controls.
e. Government Users.
If USER is a U.S. Government USER, then the Software and Licensed Materials are provided with “RESTRICTED RIGHTS” as set forth in subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-14 or subparagraph (c) (1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013, as applicable.
f. No waiver.
The failure of AMD to enforce any rights granted hereunder or to take action against USER in the event of any breach hereunder shall not be deemed a waiver by AMD as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
If you agree to abide by the terms and conditions of this Agreement, please click “Accept.”
IF YOU DO NOT AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CLICK “DECLINE,” YOU MAY NOT USE THE LICENSED MATERIALS AND MUST DESTROY THEM OR RETURN THEM TO AMD IMMEDIATELY.