DO NOT USE, COPY OR REPRODUCE THE SPECIFICATIONS UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY USING THESE SPECIFICATIONS, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO NOT PROCEED TO DOWNLOAD, OR COPY OR USE THE SPECIFICATIONS. IF YOU ARE AN EMPLOYEE OR OTHER AGENT OF A LEGAL ENTITY YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT.
1.1. “Intel” means Intel Corporation and its wholly owned subsidiaries and affiliates as the case may be.
1.2. “Specifications” means the document titled Digital Signage Open Pluggable Specification, electrical, mechanical and thermal specifications and the accompanying materials or documents made available under this Agreement.
1.3. “You” or “Your” means You as an individual or, if You are accepting this agreement on behalf of a legal entity (such as a corporation, partnership or government agency), “You” or “Your” means such legal entity.
Intel grants to You, under Intel copyrights, a royalty-free, non-exclusive, non-transferable, revocable license, without the right to sublicense, to copy and reproduce the Specifications internally, solely for the purpose of designing, manufacturing, selling of digital signages. This license shall include Your third-party consultants or subcontractors who are performing services for You and agree to be bound by terms that are no less restrictive than those set forth herein. For the avoidance of doubt, no modification rights are granted hereunder. EXCEPT AS EXPLICITLY SET FORTH IN THIS PARAGRAPH, NO LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
3. License to use feedback.
This Agreement does NOT obligate You to provide Intel with comments, modifications, improvements, corrections, suggestions, enhancement or other feedback regarding the Specifications or Intel products that work with the Specifications (collectively, “Feedback”). However, should You provide Intel with Feedback, however provided and however designated, marked or labeled, Intel will be free to use, disclose, reproduce, license, sublicense or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations.
4. Important Disclaimers.
4.1. Intel products are not intended for use in medical, life saving, life sustaining, critical control or safety systems, or in nuclear facility applications.
4.2. Intel may make changes to specifications, plans and product descriptions at any time, without notice.
4.3. You must not rely on the absence or characteristics of any features or instructions marked "reserved" or "undefined." Intel reserves these for future definition and shall have no responsibility whatsoever for conflicts or incompatibilities arising from future changes to them.
4.4. The Specifications may contain information on products in the design phase of development and are subject to change without notice.
4.5. The Intel products described in the Specifications may contain design defects or errors known as errata which may cause these products to deviate from published specifications. Current characterized errata are available on request.
5. DISCLAIMER OF WARRANTIES.
THE SPECIFICATIONS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND 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 contained within the Specifications.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SPECIFICATIONS, 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 NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Intel may terminate this agreement at any time if You breach these terms. Upon termination, You will immediately destroy the Specifications (including providing certification of such destruction back to Intel) or return all copies of the Specifications to Intel. In the event of termination, all licenses granted to You hereunder shall immediately terminate.
8.1. Applicable Laws. Any claims arising under or relating to this agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. You hereby agree to jurisdiction and venue in the courts of the State of Oregon for all disputes and litigation arising under or relating to this agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this agreement. You consent to the personal jurisdiction of the above courts.
8.2. Export Regulations / Export Control. You shall not export, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency or department of the United States Government. In the event any product is exported from the United States or re-exported from a foreign destination by You, You shall ensure that the distribution and export/re-export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. You agree that neither You nor any of Your subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval.
8.3. 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, by way of merger (regardless of whether You are the surviving entity) or acquisition, or otherwise and any attempt to do so, without Intel’s express prior written consent, shall be null and void. Intel may assign this agreement, and its rights and obligations hereunder, in its sole discretion.
8.4. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior, contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties hereto shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided for herein. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel. Without limiting the foregoing, terms and conditions on any purchase orders or similar materials submitted by You to Intel, and any terms contained in Intel’s standard acknowledgment form that are in conflict with these terms, shall be of no force or effect.
8.5. Attorneys’ Fees. In the event any proceeding or lawsuit is brought by Intel or You in connection with this agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.
8.6. Injunctive Relief. It is understood and agreed that, notwithstanding any other provisions of this agreement, breach of this agreement by You will cause Intel irreparable damage for which recovery of money damages would be inadequate, and that Intel shall be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.
8.7. Notices. All notices permitted or required under this agreement shall be in writing and shall be delivered by personal delivery or by certified or registered mail, return receipt requested, and shall be deemed given upon receipt or five (5) days after deposit in the mail, whichever is sooner.
8.8. No Agency. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.
8.9. Severability. In the event that any provision of this agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
8.10. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
8.11. Language. This agreement is in the English language only, which language shall be controlling in all respects, and all versions of this agreement in any other language shall be for accommodation only and shall not be binding on You or Intel. All communications and notices made or given pursuant to this agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.
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