These Pre-Release Material Program Terms set forth the terms and conditions that apply to the pre-release and pre-production hardware and software products and associated documentation contained in this package (“Pre-Release Material”) shipped to you (“Customer”) by Intel. For shipments within the United States, Intel shall mean Intel Americas, Inc. For any shipments under this Agreement outside the United States, Intel shall mean Intel Technology (US) LLC.
Scope of Use. You may use the Pre-Release Product solely for the purposes of evaluating Intel’s Pre-Release Material and developing product(s) incorporating one or more Intel® products. You agree that you will not offer for sale, sell, transfer, or distribute the Pre-Release Material to any third party (including, without limitation, any end customers, resellers, or distributors of your products. The Pre-Release Material may not be resold or used for any other purposes whatsoever.
Confidentiality. Either prior to or concurrent with shipment of this Pre-Release Material, Customer and Intel shall have executed a Corporate Non-Disclosure Agreement, “CNDA,” the terms of which are incorporated herein by this reference. By opening this package and using the Pre-Release Material, Customer acknowledges that the Pre-Release Material and Customer’s use or evaluation of the Pre-Release Material, including any problems encountered by Customer, are hereby deemed “Intel Confidential Information.” Customer agrees that knowledge of or information about Pre-Release features, capabilities, or errata of the Pre-Release Material gained through Customer’s use of the Pre-Release Material (including knowledge or information gained through the use of any test and measurement equipment), is “Intel Confidential Information.” Information regarding Customer’s design and development of Customer’s programs and/or products is “Customer Confidential Information” under the CNDA.
Pre-Release Features and Capabilities. The Pre-Release Material may include pre-release features, capabilities, or errata which may not be available or accessible in Intel’s commercial versions of the Pre-Release Material. Pre-release features and capabilities may include features or capabilities that are not required in order to meet the Intel data sheet specifications for the commercial versions of the Pre-Release Material. Inclusion of such features or capabilities, or development or support of a commercial version of any of the Pre-Release Materials, is at Intel’s sole discretion.
Ownership and License. Intel retains all right, title, and interest in the Pre-Release Material, including all intellectual property rights therein. Customer’s use of any software provided with the Pre-Release Material shall also be subject to the terms and conditions of any written license agreement included with the software as provided by Intel. Upon request by Intel, Customer will promptly return all Pre-Release Material to Intel and either return or destroy and certify destruction of all confidential information (including all copies of any accompanying documentation and software) which it received along with all copies which it made.
Feedback. To assist Intel in identifying problems with and making improvements to the Pre-Release Material, Intel invites your feedback concerning any bugs, errors, or other problems discovered during the course of your evaluation or use of the Pre-Release Material. Intel shall have unrestricted rights to use such feedback to improve or modify the Pre-Release Material.
Disclaimers. The Pre-Release Material is provided “AS IS” and possibly with faults. Intel is under no obligation to provide updates, upgrades, support, or maintenance of any kind under this Agreement. INTEL DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED, OR OTHERWISE, ARISING, WITH RESPECT TO THE PRE-RELEASE MATERIAL DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. INTEL NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY. CUSTOMER WILL USE THE PRE-RELEASE MATERIAL AT ITS OWN RISK. INTEL WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT OR INDIRECT DAMAGES INCURRED IN USING THE PRE-RELEASE MATERIAL. IN NO EVENT WILL INTEL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Delivery. The following delivery terms shall apply for Pre-Release Material shipped to Customer’s ship-to address: (a) to US ship-to addresses: DDP (Incoterms 2000) and (b) to non-US ship-to addresses: DDU (Incoterms 2000). Customer shall be responsible for customs clearance and payment of all applicable import duties, taxes, and fees.
Export. Customer agrees to comply with all U.S. Export Regulations governing the Pre-Release Material and is aware that the U.S. government can deny any export request. Customer shall not sell or otherwise transfer any product or Intel technical information to any person or entity listed on a denial order published by the U.S. Government. Customer understands that this requirement is imposed for all transactions, including sales, servicing, and training. Customer hereby certifies that Customer is not involved in nuclear, missile, chemical and/or biological weapons activities in violation of U.S. Export Regulations.
Applicable Law. Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods.
Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated (whether by operation of law or otherwise) by you without Intel's prior written consent.
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