ADVANCED MICRO DEVICES, INC.
END USER LICENSE AGREEMENT
 (“Radeon GPU Profiler Tool”)
PRODUCTION RELEASE 

IMPORTANT-READ CAREFULLY:  DO NOT INSTALL, COPY OR USE THE ENCLOSED SOFTWARE, DOCUMENTATION (AS DEFINED BELOW), OR ANY PORTION THEREOF, (COLLECTIVELY "SOFTWARE") UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS.  THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) ("YOU" AND "YOUR") AND ADVANCED MICRO DEVICES, INC. ("AMD"). 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THIS SOFTWARE.  BY INSTALLING, COPYING OR USING THE SOFTWARE YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

1.	DEFINITIONS
1.1	“Documentation” means install scripts and online or electronic documentation associated, included, or provided in connection with the Object Code of the Software, or any portion thereof.

1.2	“Free Software License” means an open source or other license that requires, as a condition of use, modification or distribution, that any resulting software must be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. 

1.3	“Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works, and all related, similar, or other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto. 

1.4	“Object Code” means machine readable computer programming code files, which is not in a human readable form.

2.	LICENSE. Subject to the terms and conditions of this Agreement, AMD hereby grants You a non-exclusive, royalty-free, revocable, non-transferable, limited, copyright license to:
 
a)	install, use and copy the Software for internal use only at Your sites solely for the purpose of evaluating the Software for use with AMD’s products as used with Your products; and

b)	distribute and sublicense the Software to customers and end users (collectively, “Distribution Channel”) for use with AMD products when incorporated within Your products. Such distribution may be made through multiple tiers of distribution, only subject to an end user license agreement that meet the requirements in section 2.1.  

2.1	End User License Agreement.  Distribution of Software by You and Your Distribution Channel will be pursuant to an enforceable end user license agreement (“End User License Agreement”) with terms and conditions that at a minimum are substantially similar to those set forth in Section 3 and the following: (a) prohibition on transfer or duplication of the Software (except for reasonable backup); (b) prohibitions on reverse engineering (unless allowed by law for interoperability), disassembly or de-compilation of the Software; (d) disclaimer, to the extent permitted by applicable law, of You and Your licensors’ liability for any damages, whether punitive, direct, incidental, indirect, special or consequential damages, arising from the use of, or distribution of the Software; (f) requirement that the end user comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws; and (g) notification to the end user that the Software is subject to a restricted license and can only be used in conjunction with the intended AMD products.  You will be financially responsible for all claims and damages to AMD caused by a breach of this Section 2.1. AMD is a third party beneficiary of any End User License Agreement.

3.	RESTRICTIONS.  Except for the limited license expressly granted in Section 2 herein, You have no other rights in the Software, whether express, implied, arising by estoppel or otherwise.  Further restrictions regarding Your use of the Software are set forth below.  Except as expressly authorized herein, You may not: 

a)	modify or create derivative works of the Software;
b)	distribute, publish, display, sublicense, assign or otherwise transfer the Software;
c)	decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form (except as allowed by applicable law); 
d)	alter or remove any copyright, trademark or patent notice(s) in the Software; 
e)	use the Software to: (i) develop inventions directly derived from Confidential Information to seek patent protection, (ii) assist in the analysis of Your patents and patent applications, or (iii) modify Your existing patents or patent applications; or 
f)	use the  that requires that the Software or any portion thereof be licensed under a Free Software License.

4.	OWNERSHIP.  The Software including all Intellectual Property Rights therein is and remains the sole and exclusive property of AMD or its licensors, and You shall have no right, title or interest therein except as expressly set forth in this Agreement.

5.	FEEDBACK.  You have no obligation to give AMD any suggestions, comments or other feedback (“Feedback”) relating to the Software.  However, AMD may use and include any Feedback that it receives from You to improve the Software or other AMD products, software and technologies.  Accordingly, for any Feedback You provide to AMD, You grant AMD and its affiliates and subsidiaries a worldwide, non-exclusive, irrevocable, royalty-free, perpetual license to, directly or indirectly, use, reproduce, license, sublicense, distribute, make, have made, sell and otherwise commercialize the Feedback in the Software or other AMD products, software and technologies.  You further agree not to provide any Feedback that (a) You know is subject to any Intellectual Property Rights of any third party or (b) is subject to license terms which seek to require any products incorporating or derived from such Feedback, or other AMD Intellectual Property, to be licensed to or otherwise shared with any third party.

5. OWNERSHIP AND COPYRIGHT OF SOFTWARE. The Software, including all Intellectual Property Rights therein, is and remains the sole and exclusive property of AMD or its licensors, and You shall have no right, title or interest therein except as expressly set forth in this Agreement. You agree to prevent any unauthorized copying of the Software.  All title in and to the Software, all copies thereof (in whole or in part, and in any form), and all rights and Intellectual Property Rights therein shall remain vested in AMD.  Except as expressly provided in Section 2 herein, AMD does not grant any express or implied right to You under AMD patents, copyrights, trademarks, or trade secret information.
6. PRIVACY.  The following policies apply to Your Use of the Software:

(a)	AMD’s Privacy Policy http://www.amd.com/en-us/who-we-are/privacy, sets out the terms which AMD processes any personal information collected from You, or that You provide to AMD. By agreeing to this Agreement, You consent to such processing, acknowledge that You have read and agree to such policy, and You warrant that all information provided by You is accurate.

(b)	AMD’s Cookie Policy http://www.amd.com/en-us/who-we-are/cookies, sets out information about the cookies AMD uses.  By agreeing to this Agreement, You acknowledge that You have read and agree to such policy. 

6.	SUPPORT AND UPDATES.  AMD is under no obligation to provide any kind of support under this Agreement.  AMD may, in its sole discretion, provide to You updates to the Software, and such updates will be covered under this Agreement.  

7.		WARRANTY DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION.
7.1	Disclaimer OF Warranty. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  AMD DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR-FREE OR WARRANTIES ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE.  THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE IS ASSUMED BY YOU INCLUDING, WITHOUT LIMITATION, THE RISK OF DATA CORRUPTION OR LOSS.  Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You. 

7.2	Limitation of Liability and Indemnification.  AMD AND ITS LICENSORS WILL NOT, UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY PUNITIVE, DIRECT, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF USE, PROFITS, OR DATA ARISING FROM USE OF THE SOFTWARE OR THIS AGREEMENT EVEN IF AMD AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  In no event shall AMD's total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount of $100 USD.  You agree to defend, indemnify and hold harmless AMD and its licensors, 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), resulting from Your use, distribution or sublicense of the Software or violation of the terms and conditions of this Agreement by You or any sublicense.  The parties agree that these limitations are an essential element in setting consideration herein.

8.	CONFIDENTIALITY. You shall protect the Software and any information related thereto (collectively, “Confidential Information”) by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as You uses to protect your own confidential information of a like nature.   You shall not disclose any Confidential Information disclosed hereunder to any third party and shall limit disclosure of Confidential Information to only those of your employees and contractors with a need to know and who are bound by confidentiality obligations with You at least as restrictive as those contained in this Agreement.  You shall be responsible for your employees and contractors adherence to the terms of this Agreement.  You may disclose Confidential Information in accordance with a judicial or other governmental order, provided that You either (a) gives AMD reasonable notice prior to such disclosure to allow AMD a reasonable opportunity to seek a protective order or equivalent or (b) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. 

9.	TERMINATION AND SURVIVAL. AMD may terminate the Agreement immediately upon the breach by You or any sublicensee of the terms of the Agreement. You may terminate the Agreement upon thirty (30) days written notice to AMD.  The termination of this Agreement shall: (i) immediately result in the termination of all rights granted by You to distribute the Software through multiple tiers of distribution under Section 2; and (ii) have no effect on any sublicenses previously granted by You to end users under Subsections 2, which sublicenses shall survive in accordance with their terms. Upon termination or expiration of this Agreement, all provisions survive except for Section 2 and you will cease using and destroy or return to AMD all copies of the Software. 

10.	EXPORT RESTRICTIONS.  You shall adhere to all applicable U.S., European, and other export laws, including but not limited to the U.S. Export Administration Regulations (“EAR”) (15 C.F.R Sections 730-774), and E.U. Council Regulation (EC) No 428/2009 of 5 May 2009.  Further, pursuant to Section 740.6 of the EAR, You hereby certify that, except pursuant to a license granted by the United States Department of Commerce Bureau of Industry and Security or as otherwise permitted pursuant to a License Exception under the EAR, You will not (1) export, re-export or release to a national of a country in Country Groups D:1, E:1 or E:2 any restricted technology, software, or source code it receives from AMD, or (2) export to Country Groups D:1, E:1 or E:2 the direct product of such technology or software, if such foreign produced direct product is subject to national security controls as identified on the Commerce Control List (currently found in Supplement 1 to Part 774 of EAR).  For the most current Country Group listings, or for additional information about the EAR or Your obligations under those regulations, please refer to the U.S. Bureau of Industry and Security’s website at http://www.bis.doc.gov/.  

11.	GOVERNMENT END USERS. The Software is provided with “RESTRICTED RIGHTS.”  Use, duplication or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013, et seq., or its successor.  Use of the Software by the Government constitutes acknowledgment of AMD’s proprietary rights in it.
 
12.	GOVERNING LAW.  This Agreement is made under and shall be construed according to the laws of the State of California, excluding conflicts of law rules.  Each party submits to the jurisdiction of the state and federal courts of Santa Clara County and the Northern District of California for the purposes of this Agreement.  You acknowledge that your breach of this Agreement may cause irreparable damage and agree that AMD shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

13. 	GENERAL PROVISIONS.  You may not assign this Agreement without the prior written consent of AMD and any assignment without such consent will be null and void.  The parties do not intend that any agency or partnership relationship be created between them by this Agreement.  Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law.  However, in the event that any provision of this Agreement becomes or is declared unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted and the remainder of this Agreement shall remain in full force and effect.  

14. 	ENTIRE AGREEMENT.  This Agreement sets forth the entire agreement and understanding between the Parties with respect to the Software and supersedes and merges all prior oral and written agreements, discussions and understandings between them regarding the subject matter of this Agreement.  No waiver or modification of any provision of this Agreement shall be binding unless made in writing and signed by an authorized representative of each Party.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THIS SOFTWARE.  BY INSTALLING, COPYING OR USING THE SOFTWARE YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.