INTEL® GAUDI® END USER SOFTWARE LICENSE AGREEMENT

LICENSE. Licensee has a license under Habana Labs’ copyrights to reproduce Intel® Gaudi® software solely in its unmodified and binary form, (with the accompanying documentation, the “Software”) for Licensee’s use solely in connection with the Habana Labs-based product for which the Software was designed, subject to the following conditions:

(a)     Licensee may not disclose, distribute or transfer any part of the Software, and Licensee agrees to prevent unauthorized copying of the Software;

(b)     Licensee may not reverse engineer, decompile, or disassemble the Software;

(c)     Licensee may not sublicense the Software;

(d)     Third party software listed in the “third-party-software.txt” or other similarly-named text file, that may be included with the distribution of the Software, may be governed by separate license terms, including without limitation, third party license terms, open source software notices and terms, and/or other Habana Labs software license terms, and those separate license terms solely govern your use of the Third Party Software; and

(e)     Habana Labs has no obligation to provide any support, technical assistance or updates for the Software.

OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Habana Labs or its licensors or suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove any copyright notices from the Software. Except as otherwise expressly provided above, Habana Labs grants no express or implied right under Habana Labs patents, copyrights, trademarks, or other Habana Labs’ intellectual property rights.

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.

LIMITATION OF LIABILITY. NEITHER HABANA LABS NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF HABANA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSE TO FEEDBACK. This Agreement does not obligate Licensee to provide Habana Labs with materials, information, comments, ideas, contributions, suggestions, or other communication regarding the features, functions, performance or use of the Software (“Feedback”). To the extent Licensee provides Habana Labs with Feedback in a tangible form, Licensee grants to Habana Labs and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to and under all of Licensee’s intellectual property rights, whether perfected or not, to have Habana Labs publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any Feedback regarding the Software provided by Licensee.

MEDIA FORMAT CODECS AND DIGITAL RIGHTS MANAGEMENT. Licensee acknowledges and agrees that Licensee’s use of the Software as permitted herein may require Licensee 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) and/or digital rights management capabilities of Software, if any. Should any such additional licenses be required, Licensee is solely responsible for obtaining any such licenses and agrees to obtain any such licenses at their own expense.

TERMINATION OF THIS LICENSE. This license terminates automatically if Licensee is in breach of any of its terms or conditions. Upon termination, Licensee will immediately destroy all copies of the Software.

THIRD PARTY BENEFICIARY. Habana Labs is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms.

U.S. 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 of this Agreement.

EXPORT LAWS. Licensee agrees that neither Licensee nor Licensee’s subsidiaries will export/re-export the Software, directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event the Software is exported from the U.S.A. or re-exported from a foreign destination by Licensee, Licensee will ensure that the distribution and export/re-export or import of the Software complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.

APPLICABLE LAWS. 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 to this Agreement 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.