INTEL® OPEN IMAGE DENOISE SOFTWARE
BINARY SOFTWARE LICENSE AGREEMENT

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING
OR USING THE SOFTWARE

This agreement (the "Agreement") is between you, or the company or other legal
entity that you represent and warrant you have the legal authority to bind,
(each, "You" or "Your") and Intel Corporation and its subsidiaries
(collectively, "Intel") regarding Your use of the Software.  By downloading,
installing, copying or otherwise using the Software, You agree to be bound by
the terms of this Agreement.  If You do not agree to the terms of this
Agreement, or do not have legal authority or required age to agree to them, do
not download, install, copy or otherwise use the Software.

1. DEFINITIONS. "Derivative Works" means derivative works of the Software as
defined in 17 U.S.C. § 101 et seq. "Reciprocal Open Source Software" means any
software that is subject to a license which requires that (a) it must be
distributed in source code form; (b) it must be licensed under the same open
source license terms; and (c) its Derivative Works must be licensed under the
same open source license terms.  Examples of this type of license are the GNU
General Public License or the Mozilla Public License. "Software" means the
Intel® Open Image Denoise software in binary form, printed or electronic
documentation, and any other collateral including any updates and upgrades that
are made available to You by Intel under this Agreement.  The Software does not
include Third Party Software. "Third Party Software" mean the third party
software (if any) listed in the "third-party-programs.txt" or other
similarly-named text file that may be included in the Software.

2. LIMITED LICENSE.  Subject to compliance with the terms and conditions of this
Agreement, Intel grants You a limited, nonexclusive, nontransferable, revocable,
worldwide, no fee license during the term of this Agreement, without the right
to sublicense, under Intel’s copyrights, for Your (a) reasonable internal
reproduction and internal use, and (b) redistribution of the Software to end
users provided that: (i) the Software is provided under a written, legally
enforceable end user license agreement that has the effect of protecting the
Software and the rights of Intel and its licensors under terms no less
restrictive than this Agreement, and (ii) You indemnify, defend, and hold
harmless Intel and its licensors from any claims, including attorneys’ fees,
related to the Your redistribution or use of the Software.

3. OWNERSHIP/LICENSE RESTRICTIONS.  All right, title and interest in and to the
Software are and will remain the exclusive property of Intel and its licensors.
Unless expressly permitted under the Agreement, You will not, and will not allow
any third party to (i) use, copy, distribute, transfer, sublicense, rent, sell
or offer to sell the Software or associated documentation; (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; (iii) use or make the Software available for the
use or benefit of third parties; (iv) modify, create a Derivative Work, link, or
distribute the Software so that any part of it becomes subject to the license
requirements of Reciprocal Open Source Software; (v) remove or alter any
copyright, trademark or patent notice in the Software or any portion; (vi) use
Intel’s or its licensors’ trademarks in Your distribution names or in a way that
suggests Your distributions comes from or is endorsed by Intel or its licensors;
(vii) bypass, disable, or circumvent any encryption, security, digital rights
management or authentication mechanism in the Software; (viii) include the
Software in malicious, deceptive or unlawful programs; (ix) distribute the
Software in source code form; (x) grant the right to modify the Software; or
(xi)  reverse engineer, decompile or disassemble any portion of the output
generated using the Software for the purpose of translating such output
artifacts to target a non-NVIDIA platform if the output is intended for use on
an NVIDIA platform. Furthermore, You: (a) acknowledge that an essential basis of
the bargain in this Agreement is that Intel grants You no licenses or other
rights including, but not limited to, patent, copyright, and trade secret, or
other intellectual property licenses or rights to the Software, by implication,
estoppel or otherwise, except for the licenses expressly granted above; (b)
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; (c) agree to notify Intel in writing of any known or suspected
distribution or use of the Software not in compliance with the requirements of
this Agreement, and to enforce the terms of your agreements with respect to
distributed Software; (d) agree to cooperate with Intel and provide reasonably
requested information to verify your compliance with this Agreement; and (e)
are solely responsible for ensuring that any product or service developed with
the Software includes sufficient features to comply with all applicable legal
and regulatory standards and requirements.

4. THIRD PARTY SOFTWARE.  Third Party Software, even if included with the
distribution of the Software, may be governed by separate license terms,
including without limitation, open source software notices and terms, third
party license terms, other Intel software license terms.  Such separate license
terms (and not this Agreement) govern Your use of the Third Party Programs.

5. Media Format Codecs and Digital Rights Management. You acknowledge and agree
that Your use of the Software as permitted by this Agreement may require You to
procure license(s) from third parties that may hold intellectual property rights
applicable to any media decoding, encoding or transcoding technology (e.g.,  the
use of an audio or video codec) or software, content, and/or digital rights
management capabilities (the "Technology") of the Software, if any. Should any
such additional licenses be required, You are solely responsible for obtaining
any such licenses and agree to obtain any such licenses at Your own expense.
Intel does not grant any necessary patent or other rights with respect to the
Technology.

6. LICENSE TO FEEDBACK.  This Agreement does not obligate You to provide Intel
with materials, information, comments, suggestions, or other communication
regarding the features, functions, performance or use of the Software
("Feedback").  To the extent You provide Intel with Feedback in a tangible form,
You grant to Intel and its affiliates a non-exclusive, perpetual, sublicensable,
irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to
and under all of Your intellectual 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.

7. SAFETY-CRITICAL, AND LIFE-SAVING APPLICATIONS; INDEMNITY. The Software may
provide information relevant to safety-critical applications ("Safety-Critical
Applications") to allow compliance with functional safety standards or
requirements. You acknowledge and agree that safety is Your responsibility. To
the extent You use the Software to create, or as part of, products used in
Safety-Critical Applications, it is Your responsibility to design, manage, and
ensure that there are system-level safeguards to anticipate, monitor, and
control system failures, and You agree that You are solely responsible for all
applicable regulatory standards and safety-related requirements concerning Your
use of the Software in Safety Critical Applications.
Should You use the Software for Safety-Critical Applications or in any type of a
system or application in which the failure of the Software could create a
situation where personal injury or death may occur (e.g., medical systems,
life-sustaining or life-saving systems) ("Life-Saving Applications"), You agree
to indemnify, defend, and hold Intel and its representatives harmless against
any claims or lawsuits, costs, damages, and expenses, including reasonable
attorney fees, arising in any way out of Your use of the Software in
Safety-Critical Applications or Life-Saving Applications and claims of product
liability, personal injury or death associated with those applications; even if
such claims allege that Intel was negligent or strictly liable regarding the
design or manufacture of the Software or its failure to warn regarding the
Software.

8. NO OBLIGATION; NO AGENCY.  Intel may make changes to the Software, or items
referenced therein, at any time without notice.  Intel is not obligated to
support, update, provide training for, or develop any further versions 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.

9. NO WARRANTY. DISCLAIMER.  THE SOFTWARE IS PROVIDED "AS IS" AND "WITH ALL
FAULTS.’ INTEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND
OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
ANY WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR
PATENT.  NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR
COURSE OF TRADE. Intel does not assume, and does not authorize any person to
assume on its behalf, any other liability. Intel may make changes to the
Software, or to items referenced therein, at any time without notice, but is not
obligated to support, update or provide training for the Software under the
terms of this Agreement.

10. LIMITATION OF LIABILITY.  IN NO EVENT WILL INTEL 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, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION,
COSTS OF PROCURING SUBSTITUTE PRODUCTS OR LOST DATA) ARISING OUT OF OR IN
RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE THE
SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF INTEL 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.  YOU MAY ALSO
HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IN NO EVENT
WILL INTEL’S, ITS AFFILIATES’ AND LICENSORS’ TOTAL CUMULATIVE LIABILITY UNDER OR
ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE LIMITED REMEDIES, WARRANTY
DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
BARGAIN BETWEEN INTEL AND YOU.  YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE
THE SOFTWARE WITHOUT SUCH LIMITATIONS.

11. TERMINATION AND SURVIVAL.  This Agreement will terminate immediately if You
violate any of its terms or conditions.  Intel may, at any time, terminate this
Agreement if (i) you commence or participate in any legal proceeding against
Intel or its licensors with respect to the Software; (ii) if Intel decides to no
longer provide the Software in a particular country; or (iii) if Intel, in its
sole discretion, decides to no longer make the Software commercially available.
Upon any termination of this Agreement, all licenses granted to You hereunder
terminate immediately.  Upon termination, You will immediately stop use of the
Software, permanently remove the Software from your systems, destroy the
Software, and keep no copies.  If requested in writing, you will certify in
writing that you have complied with your obligations under this Section.  The
following sections will survive termination of this Agreement:  Section 1, 3
(only with respect to the first sentence), 4, 5, 6, 7, 9, 10, 11, 12, 16, 17, 18
and 19.

12. 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.

13. EXPORT.  You acknowledge that the Software and all related technical
information are subject to export controls and You agree to comply with all laws
and regulations of the United States and other applicable governments governing
export, re-export, import, transfer, distribution, and use of the Software.  In
particular, but without limitation, the Software may not be exported or
re-exported (a) into any U.S. embargoed countries or (b) to any person or entity
listed on a denial order published by the U.S. government or any other
applicable governments.  By using the Software, You represent and warrant that
You are not located in any such country or on any such list.  You also agree
that You will not use the Software for, or sell or transfer them to a third
party who is known or suspected to be involved in, any purposes prohibited by
the U.S. government or other applicable governments, including, without
limitation, the development, design, manufacture, or production of nuclear,
missile, chemical or biological weapons.

14. GOVERNMENT RESTRICTED RIGHTS.  The technical data and computer software
covered by this license is a "Commercial Item," as such term is defined by the
FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and
"commercial computer software documentation" as specified under FAR 12.212 (48
C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable.  This
commercial computer software and related documentation is provided to end users
for use by and on behalf of the U.S. Government, with only those rights as are
granted to all other end users pursuant to the terms and conditions herein.

15. 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.

16. ENTIRE AGREEMENT.  This Agreement contains the complete and exclusive
agreement and understanding between the parties concerning the subject matter of
this Agreement, and supersedes all prior and contemporaneous proposals,
agreements, understanding, negotiations, representations, warranties,
conditions, and communications, oral or written, between the parties relating to
the same subject matter.  You acknowledge and agree that in entering into this
Agreement You have not relied on, and will not be entitled to rely on, any oral
or written representations, warranties, conditions, understanding, or
communications that are not expressly set forth in this Agreement.  The express
provisions of this Agreement control over any course of performance, course of
dealing, or usage of the trade inconsistent with any of the provisions of this
Agreement.  The provisions of this Agreement will prevail notwithstanding any
different, conflicting, or additional provisions that may appear on any purchase
order, acknowledgement, invoice, or other writing issued by either party in
connection with this Agreement.  No modification or amendment to this Agreement
will be effective unless in writing and signed by authorized representatives of
each party, and must specifically identify this Agreement by its title and
version; , except that Intel may make changes to the Agreement as it distributes
new versions of the Software.  If You received a copy of this Agreement
translated into another language, the English language version of this Agreement
will prevail in the event of any conflict between versions.

17. SEVERABILITY AND WAIVER.  The parties intend that if a court holds that any
provision or part of this Agreement is invalid or unenforceable under applicable
law, the court will modify the provision to the minimum extent necessary to make
it valid and enforceable, or if it cannot be made valid and enforceable, the
parties intend that the court will sever and delete the provision or part from
this Agreement.  Any change to or deletion of a provision or part of this
Agreement under this Section will not affect the validity or enforceability of
the remainder of this Agreement, which will continue in full force and effect.
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.

18. PRIVACY.  YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH
FORMS A PART OF THIS AGREEMENT.  PLEASE REVIEW THE PRIVACY NOTICE AT
HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES AND SHARES
INFORMATION ABOUT YOU.

19. THIRD PARTY BENEFICIARIES.  The Software includes software and materials
from Intel’s licensors.  These licensors are intended third party beneficiaries
that may enforce this Agreement with respect to their intellectual property
rights.
