INTEL BUSINESS PORTAL TERMS OF USE

Transcription

1 INTEL BUSINESS PORTAL TERMS OF USE BELOW ARE THE TERMS UNDER WHICH INTEL OFFERS THE CONTENT, APPLICATIONS AND SERVICES AVAILABLE VIA INTEL BUSINESS PORTAL (THE "SERVICES"). USE OF THE SERVICES INDICATES ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW. 1. CONTRACTING ENTITY. "Intel" means the Intel-related corporate entity with which Company does business. "Company" means the business entity on whose behalf individual users access the Services. For example, if Company purchases products from Intel Americas, Inc., then this agreement is between such entity and Company. Such Intel entity can assign its rights or delegate its duties under this agreement, in whole or in part, to Intel Corporation or any Intel Corporation subsidiary worldwide at any time. Individual users represent that they are authorized to act on behalf of Company and bind Company to these Terms. 2. RELATIONSHIP TO OTHER AGREEMENTS. These Terms of Use (the "Terms") do not modify any pre-existing agreement between Company and Intel, except as expressly set forth below. These Terms of Use supersede any Intel Business Link Password Use Agreement signed between the Company and Intel. If, after Company's acceptance of these Terms, Company and Intel enter into any other written agreement which directly conflicts with any terms herein, the conflicting terms of the later agreement will govern. 3. AMENDING THESE TERMS. Intel may choose to amend the Terms (for example, in order to address legal issues posed by a new application on the site); we thus reserve the right to amend these Terms at any time, by posting the amended terms on our site. We will make reasonable efforts to notify Company of such posting, such as by or with a notice when they log on to the site. The amended terms will automatically be effective 30 days after they are initially posted on our site; continued use of the Site after such period will indicate acceptance of such amended terms. These Terms may not be otherwise amended except in a writing signed by an officer of the appropriate Intel contracting entity (see Section 1 above). The Terms, including all amendments thereto, will always be limited in scope to issues directly related to use of the Services. These Terms were last revised on May 22, ACCOUNT MANAGEMENT. Intel will assign and maintain unique Company IDs and passwords for each of Company's authorized users. Company will be responsible for the acts and omissions of its users. Company will ensure that its users do not disclose their passwords to any other individual, and will ensure that its users use all reasonable efforts to comply with Intel's requirements for Protection of Information Assets (as defined in any agreement executed between Intel and Company, or otherwise communicated to Company by Intel).. Company must immediately notify Intel if Company determines or suspects that any password has been compromised, or if it becomes aware of any other security-related problem with the Services. Company will permit its individual users to access the Services only if they are authorized to do so by Company and only to conduct Company business. Company will use commercially reasonable efforts to comply with Intel's published Company account management policies, per the processes and requirements through which Company accessed IBP and the services.

2 5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. A. Applicability of CNDA. If Company has executed a Corporate Non-Disclosure Agreement (CNDA) or similar non-disclosure agreement with Intel, then such agreement will govern the disclosure of Confidential Information (as defined in the applicable agreement) by either party via the Services. If Company has not executed a CNDA or similar agreement with Intel, then Company hereby agrees that in connection with the Services the terms of the Intel Corporation standard CNDA will apply between Intel and Company. In either case, Company and Intel hereby additionally agree that (i) if not already so provided in an applicable agreement, information disclosed by either party via the Services that is marked "confidential," "proprietary," "secret" or with a similar legend will be deemed Confidential Information of the disclosing party, and (ii) the following types of information disclosed by Intel via the Services will be deemed the Confidential Information of Intel, even if the information is not marked "confidential" or with a similar legend: non-public information about products, schedules, requirements, forecasts, quality, safety, inventory, order and payment status; any information about or relating to other companies with which Intel does business; any personally identifiable data and all Intel-issued passwords and related security information. Company also agrees any Intel Restricted Secret information, as defined by the Intel RSNDA signed between the parties, noted as such and distributed over the Services, shall be subject to the terms of such RSNDA. B. Third Party Confidential Information. The Services may permit parties to intentionally disclose information in a forum where third parties will be exposed to such information (e.g., in a multi-party collaboration forum). Company agrees if a third party discloses information marked confidential or with a similar legend, Company will use such information only for the limited purpose for which it was disclosed and will not disclose such information to any additional parties. Absent express agreement, Company will retain no intellectual property rights in any information disclosed by such third party. The disclosing third party will be a third party beneficiary of these Terms only in connection with this Section 5(b). Intel will have no liability whatsoever to Company or to any disclosing third party in connection with this provision. Company acknowledges it discloses information to third parties via the Services entirely at its own risk. C. Collaboration Tools and Intellectual Property Rights. Online collaboration tools may be offered as part of the Services. Intel and Company may execute a collaboration agreement, and the terms of such an agreement will supersede the terms in this Section. Absent such an agreement, the following terms apply in connection with use of such collaboration tools: (i) in accordance with the terms of the non-disclosure agreements between the parties, no intellectual property licenses are granted in connection with Confidential Information; (ii) in connection with information or technology that is not deemed Confidential Information, if Company expressly communicates to Intel that Company claims patent, copyright, or other intellectual property rights in such information or technology, then no intellectual property licenses are granted in connection with such information or technology (unless otherwise expressly agreed); and (iii) if neither (i) nor (ii) apply, and Intel incorporates information or technology

3 disclosed or contributed by Company into an Intel product or service, then Company hereby grants Intel an irrevocable, fully-assignable, royalty-free license to use, make (or have made), sell (or have sold), reproduce, distribute, display, perform and modify such information or technology solely in connection with such product or service, and to permit others to exercise such rights in connection with the distribution or provision of any such product or service. Further, in the event that Company and Intel are deemed to have created a "joint work" or similar jointly-owned intellectual property, each party will have the right to independently fully exploit such joint work and neither party will have any duty of accounting to the other whatsoever in connection with such joint work. 6. SALES OR LICENSE TERMS AND CONDITIONS. In accordance with Section 2, if Intel and Company have executed or do execute a sales or license agreement, such agreement governs all transactions to which it applies. If Company and Intel have not executed an applicable sales agreement or license agreement, however, then any transaction conducted via the Services will be governed by Intel's applicable then-current standard sales terms and conditions, or by Intel Purchase Order ("P.O.") acknowledgement or other terms, or by applicable click wrap or shrink wrap terms and conditions. 7. PERMITTED AND PROHIBITED USES. Company (including all Company users) may use the Services for the sole purpose of conducting Company-related business with Intel. Company may not use the Services to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal business practices, securities laws and regulations, and laws, rules, and regulations governing the export and re-export of commodities or technical data. Company may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, discloses via the Services any information which would constitute a violation of a confidentiality obligation, or may be judged defamatory. Company may not analyze or cross-correlate information available via the Services with other sets of data in order to derive any additional information about Intel's internal requirements or non-public product information. Company may not upload any viruses, worms, trojan horses, or other forms of harmful computer code, nor subject Intel's servers to unreasonable traffic loads, or otherwise engage in conduct that Intel deems disruptive to the ordinary operation of the Services. Company agrees to indemnify and hold Intel harmless from and against any and all damages, costs (including reasonable attorneys fees), losses, and liabilities incurred by Intel as a result of any thirdparty claims, actions, suits, or proceedings arising out of or relating to Company's breach or alleged breach of this Section SOFTWARE. Intel may provide to Company certain software to assist Company in using the Services ("Services Software"). If Intel does provide such Services Software, upon payment of the applicable license fees, if any, Intel grants Company a nonexclusive, nontransferable, worldwide license to reproduce and internally use the Services Software solely as necessary to access and use the Services in accordance with these Terms. Company may not use the Services Software for any other purpose, nor may Company distribute, modify, decompile, reverse engineer, or otherwise attempt to derive the source code of the Services Software. Company will be solely responsible for obtaining any third party software or hardware necessary to access the Services and for procuring all

4 necessary licenses associated with any such software or hardware. The use or distribution of any other software provided on the Services, shall be governed by the terms provided with such software. 9. IMPORTANT DISCLAIMERS. A. Warranty Disclaimers. In connection with the Services (including any Client Software) Intel disclaims all warranties of any kind, either express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Intel does not guarantee continuous or uninterrupted access to the Services and makes no warranty as to the operation, functionality, or availability of the Services, or that the Services will be error-free, or that any defects in the Services will be corrected. Intel also disclaims all warranties of any kind, express or implied, related to third party performance of the Services, or in support of the Services. B. Forecasts. Any forecast data provided in connection with the Services is subject to change without notice at any time and is not a binding commitment. Company acknowledges that Intel's demand is dependent on market conditions and other factors beyond Intel's control, which may result in demand being reduced or eliminated. C. Force Majeure. In connection with the Services Intel shall not be responsible for delays or failures in performance resulting from acts or circumstances beyond its reasonable control. D. Ability to Modify or Terminate. Intel reserves the right to modify or eliminate all or part of the Services at any time in its sole discretion. Intel reserves the right to terminate or modify access to the Services by Company or any Company user at any time in its sole discretion. Intel will have no liability whatsoever to Company in connection with exercising its rights under this Section 9(d). 10. LIABILITY LIMITATIONS. Except in connection with a breach of Section 5 of these Terms, in no event will either party be liable to the other under any contract, negligence, strict liability, or other legal or equitable theory for any special, incidental, indirect, or consequential damages of any kind, including, without limitation, those resulting from interruption of use, loss or corruption of data, or lost profits, whether or not the other party has been advised of the possibility of such damage. Intel will not be liable for any costs incurred by Company for development of Company architecture or applications for the purpose of using the Services. 11. PRIVACY AND TRADEMARK POLICIES. Personally-identifiable information submitted to Intel via the Services is governed by Intel's Privacy Policy. The trademarkrelated terms of Intel's Legal Information are hereby incorporated by reference. 12. GENERAL. If Company and Intel have executed a sales agreement, then any provisions of this Section 12 will be replaced by the directly corresponding provision in such sales agreement. These Terms are governed in all respects by Delaware law, excluding Delaware's conflicts of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms. Except as set forth in section 3, a party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or, if sent by certified mail with postage prepaid, 3

5 days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. These Terms set forth the entire understanding and agreement of the parties relating to the Services. The waiver of a breach of any provision of this Agreement shall not be construed as a waiver of any other or subsequent breach.