Important – Please carefully read the following terms and conditions (“Agreement”). This is a legally binding agreement. After you read this Agreement, you will be asked whether you accept and agree to the terms of this Agreement. Do not click to accept and agree to the terms of this Agreement unless: (1) you are authorized to accept and agree to the terms of this Agreement on behalf of yourself and your company; and (2) you intend to enter into and to be bound by the terms of this legally binding Agreement on behalf of yourself and your company. You and your company are referred to in this Agreement as the “Customer”.
This Agreement applies to the hardware and software products and associated documentation contained in this package (“Development Vehicle”) shipped to 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.
1. Scope of Use. Customer may use the Development Vehicle, solely for the purposes of evaluating Intel’s Development Vehicle and developing products incorporating one or more Intel products. Customer agrees that it will not offer for sale, sell, transfer or distribute the Development Vehicle to any third party (including, without limitation, any end customers, resellers or distributors of Customer’s products). The Development Vehicle or other material included in this package may not be resold or used for any other purposes. Customer shall not perform, nor allow, authorize or assist others in, reverse engineering, decompilation, disassembly, photographic or video reproduction, or the like upon the Development Vehicle to attempt to learn information about the internal architecture, design, operation, manufacture, features, or functionality, beyond that information provided to Customer. Nothing in this Agreement will be construed to limit Customer’s ability to design, develop, debug, optimize or support Customer’s products without use of or access to the Development Vehicle.
2. Confidentiality. Recipient will at all times maintain appropriate physical security of the Development Vehicle. Either prior to or concurrent with shipment of this Development Vehicle, Customer and Intel may execute a Corporate Non-Disclosure Agreement (“CNDA”), in which case, the terms of the CNDA are incorporated into this Agreement by this reference. By opening this package and using the Development Vehicle, Customer acknowledges that the Development Vehicle and Customer’s use or evaluation of the Development Vehicle, including any problems encountered by Customer, are hereby deemed “Intel Confidential Information”. Customer agrees that knowledge of or information features or capabilities of the Development Vehicle gained through Customer’s use of the Development Vehicle (including knowledge or information gained through the use of any test and measurement equipment) and Feedback, is Intel Confidential Information. Customer may not disclose any Intel Confidential Information received under this Agreement to any third party without prior written approval from Intel. Information regarding Customer’s design and development of Customer’s programs or products is “Customer Confidential Information”. Any residual rights, express or implied, concerning Customer’s residual use of Intel Confidential Information will not apply to Customer’s use or evaluation of the Development Vehicle.
3. Ownership and License. Intel or its suppliers retain all right, title and interest in the Development Vehicle including all intellectual property rights therein. Customer’s use of any software provided with the Development Vehicle shall also be subject to the terms and conditions of any written license agreement included with the software as provided by Intel. In the absence of an express software license and subject to the terms and conditions of this Agreement, Intel grants Customer a non-exclusive, non-transferable copyright license (without the right to sublicense) to reproduce software solely for the purposes of evaluating Intel’s Development Vehicle and developing products incorporating one or more Intel products. Customer is not permitted to modify, rent, sell or distribute the software. Customer may make one back-up copy of software. Upon request by Intel, Customer will promptly return all Development Vehicle 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. Customer will not represent or assert any ownership interest in any Development Vehicle and will act as Intel’s bailee for all Development Vehicle received from Intel. Customer will keep the Development Vehicle free of liens, attachments, and other encumbrances. Customer will not deface, remove or alter any marking, ownership labels or notices.
4. Feedback. To assist Intel in identifying problems with and making improvements to the Development Vehicle, Intel invites Customer’s suggestions, comments, or other feedback, including problems relating to any bugs, errors or other problems discovered during the course of Customer’s evaluation or use of the Development Vehicle (“Feedback”). Customer will use reasonable efforts to help Intel analyze problems or issues with the Development Vehicle encountered by Customer. Customer grants to Intel a non-exclusive, irrevocable, worldwide, royalty-free license under Customer’s intellectual property rights to display, perform, copy, distribute, make, have made, make derivative works, use, sell, offer to sell, and import Feedback, without reference to the Customer as the source.
5. Optional Development Vehicle Lease Fee. Intel may require payment for certain Development Vehicle to help offset Intel’s costs to loan such Development Vehicle to Customer (“Development Vehicle Lease Fee”). Development Vehicle Lease Fees shall not constitute a sale or ownership transfer. Customer is not obligated to pay Development Vehicle Lease Fees without Customer’s express agreement in advance of Development Vehicle delivery.
6. Disclaimers. The Development Vehicle 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 Development Vehicle 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 Development Vehicle at its own risk. Intel will not be liable to customer for any direct or indirect damages incurred in using the Development Vehicle. 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.
7. Term. This Agreement begins on the date Customer agrees to the terms of this Agreement and will remain in effect unless terminated by either party any time (with or without cause) by providing the other party written notice of termination. Upon Intel’s request, or the termination of this Agreement, Customer will promptly return or destroy and certify destruction of all Development Vehicles (including all copies of any accompanying documentation and software) in its possession. Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, and 15 will survive termination of this Agreement.
8. Delivery. The following delivery terms shall apply for Development Vehicle 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.
9. Export. Customer shall not, either directly or indirectly, export the Development Vehicle, on a standalone basis or otherwise, without first obtaining any required license or other approval from the appropriate host Government or the U.S. Department of Commerce or any other agency or department of the host Government or the U.S. Government with appropriate authority.
10. Regulatory Compliance. Customer understands the Development Vehicle may not have been tested or approved by any agency or approvals body for electrical safety, electromagnetic compatibility, or telecommunications, or other product regulatory programs at the time of distribution. Customer agrees to use the Development Vehicle in accordance with this Agreement and any locally applicable product regulatory requirements. If additional product regulatory requirements apply, Customer agrees to either ensure its use of the Development Vehicle complies with all such applicable product regulatory requirements or to cease use of the Development Vehicle and return it to Intel. In particular, the Customer is responsible for ensuring its use of the Development Vehicle does not cause harmful interference to radio or television reception.
11. Applicable Law. Claims arising under this Agreement shall be governed by the laws of the State of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods.
12. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated (whether by operation of law, in conjunction with a change of control or ownership, or otherwise) by Customer without Intel's prior written consent.
13. Audits. Customer agrees to cooperate with Intel during commercially reasonable audits to verify Customer’s compliance with its obligations under this Agreement.
14. Notices. Intel will provide notice to the contact and address listed in the Customer’s application for the Development Vehicle. All required or permitted notices to Intel under this Agreement will be in writing, make reference to this Agreement, and be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows:
2200 Mission College Blvd
Santa Clara, CA 95052
Attention: General Counsel Reference ID: Maria-elena Gilotta, ISG Legal
With a copy to:
5000 W. Chandler Blvd
Chandler, AZ 85226
Attn: Michael Hernandez, ISG Marketing and Business Operations
15. General. This Agreement and the referenced CNDA forms the entire Agreement between Customer and Intel with respect to the subject matter of this Agreement, and may only be amended in writing by authorized representatives of both parties. Except as expressly provided in this Agreement, neither party grants the other party any express or implied right to any patents, copyrights, mask works, trade secrets, or other intellectual property, expressly or by implication, estoppel, statute or otherwise. The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party is not a waiver of any right relating to a subsequent breach of such provision or of any other right. By accepting these terms, Customer also agrees to have a representative from Intel contact them regarding the Development Vehicle that has been received.
[End of Agreement.]