Copyright: (C)  2021, Habana Labs Ltd.,  an Intel Company License:
HABANA LABS SYNAPSEAI® SOFTWARE SUITE

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Copyright(C) 2021, Habana Labs  Ltd., an Intel Company License:
HABANA LABS SYNAPSEAI® SOFTWARE SUITE

DO NOT download, install, access, copy, or use any portion of the Software until
you have  read and  Agreed to  the terms  and conditions  OF THis  AGREEMENT. By
installing, copying, accessing,  or using the Software, you agree  to be legally
bound by the terms  and conditions of this Agreement. If You do  not agree to be
bound by,  or the entity  for whose  benefit You act  has not authorized  You to
accept, these  terms and conditions,  do not install,  access, copy, or  use the
Software and destroy all copies of the Software in Your possession.

This SOFTWARE LICENSE  AGREEMENT (this “Agreement”) is  entered into between
Habana Labs and You. “You” refers  to you, your employer, your employees, or
other entity for  whose benefit you act,  as applicable. If you  are agreeing to
the terms and conditions of this Agreement on behalf of a company or other legal
entity, you represent and warrant that you have the legal authority to bind that
legal  entity  to  the Agreement,  in  which  case,  "You"  or "Your"  shall  be
in  reference  to such  entity.  Habana  Labs and  You  are  referred to  herein
individually as a “Party” or, together, as the “Parties”.

The  Parties,  in  consideration  of  the mutual  covenants  contained  in  this
Agreement,  and for  other  good  and valuable  consideration,  the receipt  and
sufficiency of which they acknowledge, and  intending to be legally bound, agree
as follows:

1. PURPOSE. You  seek to obtain, and  Habana Labs desires to  provide You, under
the  terms of  this  Agreement,  Software solely  for  Your  efforts to  develop
and  distribute  products  integrating  Habana Labs  hardware  and  Habana  Labs
software.  “Software”  refers  to  certain  software  or  other  collateral,
including, but not limited to, related components, operating system, application
program  interfaces, device  drivers,  associated media,  printed or  electronic
documentation  and   any  updates,  upgrades  or   releases  thereto  associated
with  Habana  Labs  product(s),  software or  service(s).  “Habana  Labs-based
Product(s)”  refers to  a device  that includes,  incorporates, or  implements
Habana Labs hardware(s), software or service(s).

2. LIMITED LICENSE. Conditioned on Your compliance with the terms and conditions
of  this  Agreement,  Habana  Labs   grants  to  You  a  limited,  nonexclusive,
nontransferable, revocable, worldwide, fully paid-up  license during the term of
this Agreement, without the right to sublicense, under Habana Labs’ copyrights
(subject  to  any  third  party   licensing  requirements),  to  (i)  internally
prepare  derivative works  (as defined  in  17 U.S.C.  § 101)  of the  Software
(“Derivatives”), if provided  or otherwise made available by  Habana Labs in
source code  form, and  reproduce the Software,  including Derivatives,  in each
case only for Your own internal evaluation, testing, validation, and development
of  Habana Labs-based  Products  and any  associated  maintenance thereof;  (ii)
reproduce, display,  and publicly perform  an object code representation  of the
Software, including Your Derivatives, in each case only when integrated with and
executed by an  Habana Labs-based product, subject to any  third party licensing
requirements;  and  (iii)  distribute  an  object  code  representation  of  the
Software, provided by Habana Labs, or  of any Derivatives created by You, solely
as embedded in  or for execution on  an Habana Labs-based Product, and  if to an
end user, pursuant to a license agreement  with terms and conditions at least as
restrictive as  those contained  in the  Habana Labs  End User  Software License
Agreement in Appendix A hereto.

If You are not the final manufacturer  or vendor of an Habana Labs-based Product
incorporating or designed  to incorporate the Software, You may  transfer a copy
of the Software, including any  Derivatives (and related end user documentation)
created by  You to Your  Original Equipment Manufacturer (OEM),  Original Device
Manufacturer  (ODM), distributors,  contractors or  system integration  partners
(“Your Partner”) for use in accordance with the terms and conditions of this
Agreement, provided  Your Partner is bound  by terms no less  restrictive of the
terms of this Agreement and provided that You will remain fully liable to Habana
Labs for the actions and inactions of Your Partner(s).

3. LICENSE  RESTRICTIONS. All right, title  and interest in and  to the Software
and  associated documentation  are and  will  remain the  exclusive property  of
Habana Labs and its licensors or suppliers. Unless otherwise expressly permitted
under the  Agreement, You will not,  and will not  allow any third party  to (i)
use,  copy,  distribute, 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  or  any
applicable third  party license  terms accompanying the  Software; (iii)  use or
make the Software available for the use or benefit of third parties; or (iv) use
the Software  on Your  products other  than those that  include the  Habana Labs
hardware product(s), platform(s), or software identified in the Software; or (v)
publish  or provide  any  Software  benchmark or  comparison  test results.  You
acknowledge that  an essential basis  of the bargain  in this Agreement  is that
Habana Labs  grants You no licenses  or other rights including,  but not limited
to,  patent, copyright,  trade secret,  trademark, trade  name, service  mark or
other Habana Labs  intellectual property licenses or rights with  respect to the
Software and  associated documentation,  by implication, estoppel  or otherwise,
except  for the  licenses expressly  granted  above. You  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.

4. LICENSE TO  FEEDBACK. This Agreement does not obligate  You to provide Habana
Labs with  materials, information, comments, ideas,  contributions, suggestions,
Your  Derivatives  or other  communication  regarding  the features,  functions,
performance or use  of the Software (“Feedback”). To the  extent You provide
Habana Labs with Feedback  in a tangible form, You grant 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 Your
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 You or on Your behalf.

5. 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,
distributor  or other  end  user  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 Habana Labs, 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.

6. THIRD  PARTY SOFTWARE. Certain third  party software provided with  or within
the Software  may only  be used (a)  upon securing a  license directly  from the
owner of the  software or (b) in combination with  hardware components purchased
from such  third party  and (c)  subject to further  license limitations  by the
software owner. A listing of any such  third party limitations is in one or more
text  files  accompanying the  Software.  You  acknowledge  Habana Labs  is  not
providing You with a license to such third party software and further that it is
Your  responsibility to  obtain  appropriate licenses  from  such third  parties
directly.

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

8. EXCLUSION OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS
OR  IMPLIED  WARRANTY  OF  ANY KIND  INCLUDING  WARRANTIES  OF  MERCHANTABILITY,
NONINFRINGEMENT,  OR FITNESS  FOR A  PARTICULAR  PURPOSE. Habana  Labs does  not
warrant  or  assume responsibility  for  the  accuracy  or completeness  of  any
information, text, graphics, links or other items within the Software.

9. LIMITATION  OF LIABILITY.  IN NO  EVENT WILL HABANA  LABS 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, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR
IN RELATION  TO THIS  AGREEMENT, INCLUDING THE  USE OF OR  INABILITY TO  USE THE
SOFTWARE,  EVEN IF  HABANA LABS  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. THE SOFTWARE LICENSED HEREUNDER IS NOT
DESIGNED OR  INTENDED FOR  USE IN  ANY MEDICAL, LIFE  SAVING OR  LIFE SUSTAINING
SYSTEMS,  TRANSPORTATION SYSTEMS,  NUCLEAR  SYSTEMS, OR  FOR  ANY OTHER  MISSION
CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO PERSONAL
INJURY  OR  DEATH.  YOU  MAY  ALSO  HAVE  OTHER  LEGAL  RIGHTS  THAT  VARY  FROM
JURISDICTION  TO JURISDICTION.  THE  LIMITED REMEDIES,  WARRANTY DISCLAIMER  AND
LIMITED LIABILITY ARE  FUNDAMENTAL ELEMENTS OF THE BASIS OF  THE BARGAIN BETWEEN
HABANA LABS AND YOU. YOU ACKNOWLEDGE HABANA  LABS WOULD BE UNABLE TO PROVIDE THE
SOFTWARE WITHOUT SUCH  LIMITATIONS. YOU WILL INDEMNIFY AND HOLD  HABANA LABS AND
ITS AFFILIATES,  LICENSORS AND SUPPLIERS (INCLUDING  THEIR RESPECTIVE DIRECTORS,
OFFICERS,  EMPLOYEES,  AND AGENTS)  HARMLESS  AGAINST  ALL CLAIMS,  LIABILITIES,
LOSSES,  COSTS,  DAMAGES, AND  EXPENSES  (INCLUDING  REASONABLE ATTORNEY  FEES),
ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE AND ANY
CLAIM  OF  PRODUCT LIABILITY,  PERSONAL  INJURY  OR  DEATH ASSOCIATED  WITH  ANY
UNINTENDED  USE, EVEN  IF  SUCH CLAIM  ALLEGES  THAT HABANA  LABS  OR AN  HABANA
LABS  AFFILIATE, LICENSORS  OR SUPPLIER  WAS NEGLIGENT  REGARDING THE  DESIGN OR
MANUFACTURE OF THE SOFTWARE.

10. TERMINATION AND  SURVIVAL. Habana Labs may terminate this  Agreement for any
reason with thirty (30) days’ notice  and immediately if You or someone acting
on Your behalf or  at Your behest violates any of its  terms or conditions. Upon
termination,  You will  immediately destroy  and ensure  the destruction  of the
Software  or  return all  copies  of  the  Software  to Habana  Labs  (including
providing certification of such destruction or return back to Habana Labs). Upon
termination of this  Agreement, all licenses granted to  You hereunder terminate
immediately.  All Sections  of this  Agreement, except  Section 2,  will survive
termination.

11. 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.

12.  EXPORT REGULATIONS/EXPORT  CONTROL. You  agree  that neither  You nor  Your
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 You or
Your subsidiary, You  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.

13. GOVERNMENT RESTRICTED RIGHTS. The Software  is a commercial item (as defined
in 48  C.F.R. 2.101) consisting  of commercial computer software  and commercial
computer software documentation  (as those terms are used in  48 C.F.R. 12.212).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You
will not provide the Software to the U.S. Government. Contractor or Manufacturer
is Habana Labs Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.

14. 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
Habana Labs’s  express prior written  consent, will  be null and  void. Habana
Labs  may assign,  delegate  and transfer  this Agreement,  and  its rights  and
obligations hereunder, in its sole discretion.

15. ENTIRE AGREEMENT;  SEVERABILITY. The terms and conditions  of this Agreement
and any NDA with Habana Labs 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.

16. WAIVER. 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.

17. PRIVACY. Your privacy rights are set forth in Habana Labs’ privacy notice,
which  forms a  part of  this  agreement. Please  review the  privacy notice  at
[https://habana.ai/privacy-notice/] to learn how  Habana Labs collects, uses and
shares information about You.

APPENDIX A

HABANA LABS END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

THE FOLLOWING NOTICE, OR TERMS  AND CONDITIONS SUBSTANTIALLY IDENTICAL IN NATURE
AND  EFFECT,  MUST  APPEAR  IN  THE DOCUMENTATION  ASSOCIATED  WITH  THE  HABANA
LABS-BASED PRODUCT INTO WHICH THE  SOFTWARE IS INSTALLED. MINIMALLY, SUCH NOTICE
MUST APPEAR IN THE  USER GUIDE FOR THE PRODUCT. THE  TERM “LICENSEE” IN THIS
TEXT REFERS TO THE END USER OF THE PRODUCT.

LICENSE. Licensee  has a  license under Habana  Labs’ copyrights  to reproduce
Habana  Labs’ Software  only  in its  unmodified and  binary  form, (with  the
accompanying documentation,  the “Software”)  for Licensee’s  personal use
only, and not commercial use, in  connection with Habana Labs-based products for
which the Software has been provided, subject to the following conditions:

(a) Licensee may not disclose, distribute  or transfer any part of the Software,
and You agree 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) The Software may contain the  software and other Habana Labs’ intellectual
property  of third  party suppliers,  some of  which may  be identified  in, and
licensed in accordance with, an enclosed license.txt file or other text or file.

(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.  Transfer of
the license terminates Licensee’s right to use the Software.

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.

4. LICENSE  TO FEEDBACK. This  Agreement does  not obligate Licensee  to provide
Habana  Labs  with  materials,   information,  comments,  ideas,  contributions,
suggestions,  Licensee’s  Derivatives  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.

TERMINATION OF THIS  LICENSE. Habana Labs or the sublicensor  may terminate this
license at any time if Licensee is in  breach of any of its terms or conditions.
Upon termination, Licensee will immediately destroy or return to Habana Labs 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 Software is a commercial item (as defined
in 48  C.F.R. 2.101) consisting  of commercial computer software  and commercial
computer software documentation  (as those terms are used in  48 C.F.R. 12.212),
consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4. You
will not provide the Software to the U.S. Government. Contractor or Manufacturer
is Habana Labs Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.

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.

Licensee’s specific rights may vary from country to country.



