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THIRD PARTY BENEFICIARY. Intel is an intended beneficiary of the End User License Agreement and has the right to enforce all of its terms. Governing Law; Jurisdiction. . This Agreement is governed by USA and Delaware law without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except for claims for misappropriation of trade secrets or breach of confidentiality obligations, all disputes and actions arising out of or related to this Agreement are subject to the exclusive jurisdiction of the state and federal courts in Wilmington, Delaware and you consent to personal jurisdiction in those courts
vi. The continued use of the Software by You may adversely impact the Cloud Services or the systems or content of Intel or any third party, 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 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. 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. 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 Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054.NO WARRANTY. The Materials are provided “as is,” without any express or implied warranty of any kind including warranties of merchantability, non-infringement, title, or fitness for a particular purpose. The Materials may include pre-release software or algorithms and may not be fully functional. Intel is not required to maintain, update, or support the Materials. CONFIDENTIALITY. This Agreement and the Materials are Intel confidential information and subject to Your valid corporate non-disclosure agreement with Intel (CNDA). Except as authorized in Section 2.1, you must not disclose this information to anyone, including the U.S. government. This Agreement will not become effective, or will automatically terminate, in the absence of a CNDA. Effect of Termination. Upon termination of the Agreement, the licenses to You will immediately terminate and You must cease using the Materials and destroy all copies in your possession and direct Your subcontractors to do the same. Termination of this Agreement will not terminate the CNDA. THE FOLLOWING NOTICE, OR TERMS AND CONDITIONS SUBSTANTIALLY IDENTICAL IN NATURE AND EFFECT, MUST APPEAR IN THE DOCUMENTATION ASSOCIATED WITH THE INTEL-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.
Materials"means software, hardware description language code, or other computer files, information or collateral Intel delivers to you under this Agreement. LICENSE TO USE COMMENTS AND SUGGESTIONS. This Agreement does NOT obligate You to provide Intel with comments or suggestions regarding the Software or Cloud Services. However, if You provide Intel with comments or suggestions for the modification, correction, improvement or enhancement of (a) the Software or Cloud Services or (b) Intel products or processes that work with the Software or Cloud Services, You grant to Intel a non-exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, under Your intellectual property rights, to incorporate or otherwise utilize those comments and suggestions. No Implied License. Except for the express license in Section 2.1 Intel does not grant you (i) any express or implied license under any legal theory, or (ii) or any license to make, have made, use, sell, offer for sale, import, or otherwise dispose of any Intel technology or third-party products, or perform any patented process, even if referenced in the Material. Any other licenses from Intel require additional consideration. Nothing in this Agreement requires Intel to grant any additional license. Effect of Termination. Upon termination of the Agreement, the licenses to you will immediately terminate and you must cease using any Material and destroy all copies in your possession and direct your subcontractors to do the same. Termination of this Agreement will not terminate the CNDA. g) “Personal Information” means any information relating to an identified or identifiable natural person of which You are the Data Controller and in relation to which Intel is providing the Cloud Services. For purposes of this definition, an “identifiable person” is one who can be identified, directly or indirectly, by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
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This INTEL END USER CLOUD SERVICES AGREEMENT (this “Agreement”) is entered into between Intel Corporation, a Delaware corporation (“Intel”) and You. “You” refers to you or your employer 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. Intel and You are referred to herein individually as a “Party” or, together, as the “Parties”. 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 227.72021 through 227.7202-4. You will not provide the Software to the U.S. Government. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95054. Termination.Either party may terminate this Agreement, with 30 days written notice, at any time for any reason. This Agreement will automatically terminate upon (a) your breach of the Agreement, (b) a claim that you do not have authority to bind your employer to these terms, or (c) your assertion that any Intel Component, Material, or product based on any Intel Component or Material infringes your patents.
c. If the reason for the suspension under Section 7.a above is not cured in accordance with Section 7.b, then Intel may elect to terminate the Agreement for breach as described below. If the driver won't install and you are using a supported operating system, try one or both of the following: iv. Intel reasonably believes that suspension of the Cloud Services is necessary to protect Intel’s network or other Intel companies;d) “Data Controller” means You who shall determine the purposes for which and the manner in which Customer Data is processed. e) “Hosted Environment” means the platform infrastructure, including Intel’s proprietary software, to which Intel grants access to You, its contractors and customers as part of the Cloud Services. Dispute Resolution. If we have a dispute regarding this Agreement (other than a dispute over misappropriation of trade secrets or breaches of confidentiality obligations), neither of us can file a lawsuit or other regulatory proceeding unless the complaining party provides the other party a detailed notice of the dispute and our senior managers attempt to resolve the dispute. If we can’t resolve the dispute in 30 days, either of us may demand mediation and will then try to resolve the dispute with an impartial mediator. If we don’t resolve the dispute within 60 days after the mediation demand, either of us may begin litigation. h) “Software” means certain software or other collateral, including, but not limited to, related components, application program interfaces, device drivers, associated media, printed or electronic documentation and any updates or releases thereto associated with Intel product(s), software or service(s).
ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA with Intel 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. Assignment. You may not assign Your rights or obligations under this Agreement without Intel’s prior written consent. No third party will have any rights under this Agreement. INDEMNITY. You will indemnify, defend, and hold Intel harmless from any allegation against Intel arising in connection with your use of Material and you will pay all of Intel’s losses, liabilities, and costs (including reasonable attorneys’ fees) arising from the allegation. CONFIDENTIALITY. The terms and conditions of this Agreement, exchanged confidential information, as well as the Software are subject to the terms and conditions of the Non-Disclosure Agreement(s) or Intel Pre-Release Loan Agreement(s) (referred to herein collectively or individually as “NDA”) entered into by and in force between Intel and You, and in any case no less confidentiality protection than You apply to Your information of similar sensitivity. If You would like to have a contractor perform work on Your behalf that requires any access to or use of Software, You must obtain a written confidentiality agreement from the contractor which contains terms and conditions with respect to access to or use of Software no less restrictive than those set forth in this Agreement, excluding any distribution rights and use for any other purpose, and You will remain fully liable to Intel for the actions and inactions of those contractors. You may not use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent. Subcontractor. .You may disclose Material to your subcontractor for its work on Your Product under an agreement preventing the subcontractor from disclosing Material to others. You will be liable for the acts or omissions of your subcontractor, including unauthorized disclosure of confidential information.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. b) “Customer Data” means any and all data, including but not limited to Personal Information, that You (i) run on the Software or Cloud Services; (ii) cause to interface with the Software, Cloud Services or the Hosted Environment; (iii) upload to the Cloud Services or (iv) otherwise transfer, transmit, use, process, collect or store in the Hosted Environment, but it does not include Intel Data nor screen content shared by You.
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