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Alpha Release: INTEL PRE-RELEASE DEVCLOUD PLATFORM ACCESS & USE AGREEMENT

Last updated Date: 06/30/2022

THANK YOU FOR YOUR INTEREST IN PARTICIPATING IN the ALPHA-RELEASE OF INTEL’S PRE-RELEASE DEVCLOUD PLATFORM. Please note that the alpha release is a pre-release of this new devcloud platform and, in accordance with the details in the agreement below, may be discontinued at any time, for any reason or no reason at all, and without Intel providing you with any further notice. DO NOT ACCESS, OR USE the intel pre-release devcloud, or ANY PORTION OF THE MATERIALS offered through the platform, UNTIL YOU HAVE READ, understand, AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY ACCESSING OR USING THE DevCloud, or the MATERIALS offered through the platform, 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 access or use the DevCloud, or the Materials offered through the Platform and destroy any and all copies of the Materials, or portions thereof in Your possession.

This Intel Pre-Release DevCloud ACCESS & USE AGREEMENT, inclusive of addenda provided with or within the Materials (collectively this “Agreement”), is entered into by and between Intel Corporation, a Delaware corporation (“Intel”) and You. In this Agreement, “You” refers to you and your employer, or other entity, including an Academic Institution or a United States Government Agency, for whose benefit you act or with whom you are affiliated (i.e., student or researcher), as applicable. If you are agreeing to the terms and conditions of this Agreement on behalf of a United States Government Agency, you represent and warrant that you are a U.S. Government Contracting Officer authorized by such United States Government Agency. 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”.

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 the Parties acknowledge, and intending to be legally bound hereby, agree as follows:

  1. DEFINITIONS. The following definitions are used throughout this Agreement:

“Academic Institution” means a college or university located in the United States.

“Affiliate” means any entity controlling, controlled by or under common control with a Party hereto, where “control” means the direct or indirect ownership of more than fifty percent (50%) of such entity’s capital or equivalent voting rights. An entity will be deemed an “Affiliate” only as long as such control exists during the term of Your Reservation.

“Content” means the information, data or other documents that You upload to Your Designated Locker in the DevCloud during the term of Your Reservation.  To be clear, Your Content does not include Intel Data.

“Contractor” means a third-party consultant or subcontractor who requires access to or use of the Materials to perform work on Your behalf or at Your behest.

“Designated Locker” means Your assigned area in the Intel DevCloud.

“Intel Data” means the information defined in Section 2. (F). To be clear, Intel Data does not include Your Content.

“Intel DevCloud” means the Intel DevCloud storage locker system.

“Materials” means the Intel DevCloud, software, documentation, the software product serial number and license key codes (if applicable), or other collateral, including any updates and upgrades thereto, in source code or object code form where applicable, that are provided or otherwise made available to You by Intel pursuant to the terms and conditions of this Agreement. “Materials” do not include Intel Data, Open Source Software, or any computer programming code that is subject to an agreement, obligation or license (whether or not accompanying the Materials) intended to supersede this Agreement.

“Reservation” means the time period during which Intel is offering You access to the Intel DevCloud and Materials, subject to the terms and conditions of this Agreement.

  1. LIMITED ACCESS LICENSE.

(A) Subject to the terms and conditions of this Agreement, Intel grants You and Your Affiliates, a limited, nonexclusive, nontransferable, revocable right to access and use the DevCloud and Materials for Your internal development purposes only, and to upload and store Your Content in the DevCloud during the term of Your Reservation.  You consent to the storage of Your Content in, and transfer of Your Content into, the Designated Locker.

(B) You will be liable for Your Affiliate’s breach of these terms. In addition, You acknowledge that Your Affiliates are beneficiaries of the access rights granted by Intel under Section 2.

(C) You acknowledge that You will remove Your Content prior to the end of Your Reservation, and that Your Content will no longer be available via the Intel DevCloud upon completion of Your Reservation.

(D) You are entirely responsible for maintaining the confidentiality of Your password and Your Designated Locker. You are entirely responsible for any and all activities that occur under Your Designated Locker. You agree to notify Intel immediately of any unauthorized use of Your Designated Locker or any other breach of security related to Your Designated Locker. Intel will not be liable for any loss that You may incur as a result of someone else using Your password or Designated locker, either with or without Your knowledge. However, You could be held liable for losses incurred by Intel or another party due to someone else using Your Designated Locker or Your password. You may not use anyone else’s Designated Locker at any time, without permission.

(E) The DevCloud and the Materials may include pre-release or beta software; pre-release hardware or systems. System configurations, uptimes/availability, and performance may vary without advance notice.

(F) You acknowledge and agree that as an element of consideration to Intel for the limited license granted above, Intel will own any information that it will measure and otherwise collect regarding the DevCloud resources and Materials that You browse, access, how they are used, how they perform, the issues that may arise as a result of your use of the DevCloud and Materials, and any other telemetry data that Intel may measure or otherwise collect (the “Intel Data”).  As such, Intel will sense, detect, collect, store, use, and otherwise dispose of Intel Data in whatever manner it may choose so long as it does not do so in a way that exposes to a third-party that such Intel Data is specifically and solely associated with You, without the need to provide further notice or remuneration to You.  You further agree that Intel will collect, store, and use Your user information, account details, billing information and the like in the servicing of your account.

  1. (A) RESTRICTIONS. All right, title and interest in and to Materials and associated documentation, including all intellectual property rights thereinare and will remain the exclusive property of Intel and its licensors or suppliers. You agree to utilize the Materials consistent with any specifications or documentation provided by Intel. Unless 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 Materials or associated documentation; (ii) modify, adapt, enhance, disassemble, decompile, reverse engineer, change or create derivative works from the Materials except and only to the extent as specifically required by mandatory applicable laws or any applicable third-party license terms accompanying the Materials; (iii) use or make the Materials available for the use or benefit of third parties; (iv) use the Materials, in any unlawful manner; or (v) publish or provide any benchmark or comparison test results concerning the Materials.

(B) No Unlawful or Prohibited Use. You agree not to use the Materials, or upload any Content, for any purpose that is unlawful or prohibited by these terms or by law. You may not upload or post to Your Designated Locker or the DevCloud:

(i)                Any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(ii)               Any content that You do not have a right to make available under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(iii)               Any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(iv)               Any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(v)               Any Content or material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications, reports and recommendations.

(vi)               Any Content or any other data that is directly related to military, defense, aerospace, nuclear, biological or chemical weapon end uses or in support of law enforcement, national security, military, or foreign policy objectives.

(C) You may not:

  1. Use the Materials, Your Designated Locker or the DevCloud to “stalk” or otherwise harass or harm another;
  2. Impersonate any person or entity, including, but not limited to, an Intel official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity or collect or store personal data about other users in connection with the prohibited conduct and activities;

                     iii.        Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Materials;

  1. Use Your Designated Locker, the DevCloud or Materials in any manner that could damage, disable, overburden, or impair any Intel server, or network(s) connections, disobey any requirements, procedures, policies or regulations of networks connected to the Materials or interfere with any other party’s use and enjoyment of the Materials;
  2. Attempt to gain unauthorized access to any Designated Locker, the DevCloud or Material, other accounts, computer systems or networks connected to any Intel server or Materials, through hacking, password mining or any other means or obtain or attempt to obtain any materials or information through any means not intentionally made available through the Materials;
  3. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, laws and regulations of the United States and other countries governing the export, import, transfer, distribution, use, or access of Materials; and/or

                    vii.        Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

The consideration under this Agreement is only for the license and/or permission Intel expressly grants above. Any other rights not expressly granted herein including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any additional license. You acknowledge that an essential basis of the bargain in this Agreement is that Intel grants You no licenses or other rights including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses or rights with respect to the Materials and associated documentation, by implication, estoppel or otherwise, except for the licenses expressly granted above. You acknowledge there are significant uses of the Materials in their original, unmodified, and uncombined form. The consideration for the licenses or permissions in this Agreement reflects Intel’s continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Materials that You, Your Affiliates, or third parties make that infringe any Intel patent claim.

  1. LICENSE TO FEEDBACK. This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions, descriptions, ideas, Your derivative works, or other communication regarding the features, functions, performance, or use of the Materials (“Feedback”). To the extent You provide Intel with Feedback in a tangible form, You grant to Intel 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 publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any Feedback or other input regarding the Feedback provided by You or on Your behalf.
  2. OPEN SOURCE STATEMENT. The Materials may include Open Source Software (OSS) licensed pursuant to OSS license agreement(s) identified in comments in the applicable source code file(s) and/or file header(s) provided with or otherwise associated with the OSS. Neither You nor any Original Equipment Manufacturer (OEM), Original Device Manufacturer (ODM), customer, or distributor may subject any proprietary portion of the Materials, to any OSS license obligations including, without limitation, combining or distributing the Materials with OSS in a manner that subjects Intel, the Materials 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.
  3. THIRD-PARTY SOFTWARE. Use of certain third-party software provided with or within the Materials may require that You (a) secure a license directly from the software owner, (b) combine the software with components purchased from such third-party, or (c) adhere 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 Materials. You acknowledge Intel 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.
  4. CONFIDENTIALITY. Your security access code to your Designated Locker, as well as the Materials, are considered confidential information and should be protected by You using confidential protection measures no less protective 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 Materials in any form, You must obtain a written confidentiality agreement from the Contractor which contains terms and conditions with respect to access to or use of Materials, 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 or reference the Materials or disclose or publish any performance benchmark or test results for the Materialsin any publications, advertisements, or other announcements without Intel’s prior written consent.
  5. NO OBLIGATION; NO AGENCY. Intel may make changes to the Materials, or collateral included or referenced therein, at any time without notice. Intel is not obligated to support, update, provide training for, or develop any further version of the Materials or to grant any license thereto. No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.
  6. EXCLUSION OF WARRANTIES. UNLESS OTHERWISE SPECIFIED IN ADDENDA TO THE MATERIALS, THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND FROM INTEL OR FROM ANY OTHER PERSON OR ENTITY INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items within the Materials.
  7. LIMITATION OF LIABILITY. IN NO EVENT WILL INTEL 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 DevCloud, THE MATERIALS, OR ACCESS TO YOUR DESIGNATED LOCKER OR CONTENT EVEN IF INTEL 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 MATERIALS LICENSED HEREUNDER ARE 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 MATERIALS COULD LEAD TO PERSONAL INJURY OR DEATH. YOU WILL INDEMNIFY AND HOLD INTEL 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, YOUR USE OF THE MATERIALS AND ANY CLAIM RELATED TO YOUR CONTENT, OR ANY CLAIM OF PRODUCT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR A VIOLATION OF LAWS; OR PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY USE OF THE MATERIALS OR YOUR CONTENT , EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSOR OR SUPPLIER WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE MATERIALS.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 INTEL AND YOU. YOU ACKNOWLEDGE INTEL WOULD BE UNABLE TO PROVIDE THE MATERIALS WITHOUT SUCH LIMITATIONS.
  8. TERM; TERMINATION; SURVIVAL. The term of this Agreement is the length of Your Reservation. The foregoing notwithstanding, Intel may terminate this Agreement for any reason immediately if You or someone acting on Your behalf or at Your behest violates any of the terms or conditions of this Agreement. Upon termination of this Agreement, all licenses and access rights granted to You hereunder will terminate immediately. All Sections of this Agreement, except Section 2, will survive termination.
  9. GOVERNING LAW; JURISDICTION; INJUNCTIVE RELIEF. This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and the state of 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. If you are an employee, student or researcher of an Academic Institution, you agree that the Agreement and any dispute arising out of or related to it will be governed by the laws of the United States and the State in which the Academic Institution is organized and/or operates. If you are a U.S. Government Contracting Officer, you agree that the Agreement and any dispute arising out of or related to it will be governed by the federal laws of the United States. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court having jurisdiction over the Parties. You acknowledge that any disclosure, commercialization, or public use of the Materials or any portion thereof in violation of this Agreement would cause irreparable injury to Intel and consent to the grant of an injunction by any court of competent jurisdiction in the event of such a threatened or actual breach.
  10. EXPORT REGULATIONS/EXPORT CONTROL. You agree that neither You nor Your subsidiaries or Affiliates will export/re-export the Materials, in any form, 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 Materials, in any form, are exported from the U.S.A. or re-exported from a foreign destination by You, Your subsidiaries, or Your Affiliates, You will ensure that the distribution and export/re-export or import of the Materials, in any form, complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government.
  11. GOVERNMENT RESTRICTED RIGHTS. The Materials are 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 Materials to the U.S. Government, Contractor, or Manufacturer is Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95054.
  12. TRADEMARKS. Third party trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the Materials are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The reference to such Trademarks (if any) by Intel in any of the Materials does not constitute: (i) an affiliation by Intel and its licensors with such company, or (ii) an endorsement or approval of such company of Intel and its licensors and its products or services.
  13. 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.
  14. ENTIRE AGREEMENT; SEVERABILITY. The terms and conditions of this Agreement and any NDA between You and 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. If any provision of this Agreement is found unenforceable or invalid under any applicable law or applicable court decision, such finding 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.
  15. 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.
  16. PRIVACY. YOUR PRIVACY RIGHTS ARE SET FORTH IN INTEL’S PRIVACY NOTICE, WHICH FORMS A PART OF THIS AGREEMENT. PLEASE REVIEW THE PRIVACY NOTICE AT HTTP://WWW.INTEL.COM/PRIVACY TO LEARN HOW INTEL COLLECTS, USES AND SHARES INFORMATION ABOUT YOU.