Education Alliance Agreement

Intel® Education Alliance and Trademark Agreement

June 27, 2013

The following are the Terms and Conditions (“Terms and Conditions”) for membership in the Intel® Education Alliance (“Alliance”) and constitute a legal agreement by and between Your Company (“You”, “Your” or “Your Company”) and Intel Corporation and its subsidiaries (“Intel”).

Membership in the Alliance is subject to Your acceptance of these Terms and Conditions and the Trademark License Agreement (which is shown in Exhibit I) and in Your meeting all the qualifications for the Alliance as described at www.intel.com/edusolutions

1.0 DEFINITIONS:

1.1 “Effective Date” means the date of the signing of this agreement.

1.2 “Intel” means Intel Corporation and its designated subsidiaries and affiliates.

1.3 “Product(s)” means the Intel Education Solutions software stack, distributed by Alliance members.

1.4 “Alliance Benefits” mean the benefits described at: www.intel.com/edusolutions which may be modified from time to time, at Intel’s sole discretion.

2.0 RELATIONSHIP and AGENCY DISCLAIMER:

The terms herein shall not be deemed to nor are they intended to create a partnership, agency, distribution, joint venture or other similar arrangement between the parties, and the employees, agents and representatives of one party shall not be deemed to be employees, agents or representatives of the other. Each party shall be deemed to be an independent contractor and shall have no authority to bind the other party. Neither You nor Intel is authorized to create any obligation, express or implied, on behalf of the other.

3.0 YOUR OBLIGATIONS:

3.1 Comply with Terms and Conditions and TLA: You agree to comply with these Terms and Conditions, the attached Trademark License Agreement (TLA), and any other terms and conditions that Intel makes available as part of or in connection with the Alliance.

3.2 Be a current member of the Intel Developer Zone: Registration can accomplished at http://software.intel.com/en-us/

3.3 Profile Information: Accurate profile information about Your Company is critical to Intel’s being able to provide appropriate support to You within the Alliance. For that reason, You are required to verify and update (if necessary) Your Company profile information (including, but not limited to, business name, primary and secondary contact, job title, email address, business addresses (physical and mailing), postal code, telephone and fax number) that Your Company has on file with Intel.

3.4 Connectivity: You agree to: (i) review the Alliance website regularly for updates and/or information on the Alliance; (ii) update Your information as appropriate; (iii) keep secure any password used to access the Intel website and use it only for Your own authorized access to such website; (iv) receive all email that Intel sends to You or Your Company as a member of the Alliance; and (v) permit Intel to list your firm name, address and Alliance status on a publicly available website and to provide a link to Your Company’s website, with a disclaimer that Intel is not responsible for the content on your website.

3.5 Promotional Materials Release: You agree and hereby provide permission to Intel to use Your name, Your Company logos and trademarks (a) in Intel® Education Alliance catalogs and online that list Your company and/or Your product(s), and (b) for other marketing and promotional materials and activities relating to product developed or optimized by You as a Member of the Alliance, so long as they are used to market and inform potential customers and/or other Alliance members about Your product, the Alliance, and/or Intel® Education  Alliance products.

4.0 ALLIANCE BENEFITS AND SERVICES:

From time to time, Intel may offer benefits or services to members of the Alliance. Benefits or services may be governed by separate guidelines, rules, or other terms and conditions. The guidelines, rules, or terms and conditions for a particular benefit or service shall govern that particular benefit or service.

5.0 CHANGES AND TERMINATION:

5.1 Changes to Intel Education Alliance: At any time after providing notice, Intel in its sole discretion may (i) cancel all or any of the Intel Education Alliance, or (ii) change, modify, or discontinue part or all of the Intel Education Alliance, benefits, or services.

You shall review these Terms and Conditions at least once a year or sooner if Intel notifies You of a change in the Terms and Conditions. You agree that Your continuing participation in, or access to, the Alliance after any changes or modifications constitutes Your acceptance of the Terms and Conditions as modified.

5.2 Terminate Membership or Change Membership Alliance: Intel may terminate Your membership in the Alliance, at any time with notice, with or without cause, in Intel’s sole discretion. Conduct that constitutes cause for termination includes, but is not limited to:

(i) Application for membership contains incorrect or falsified information;

(ii) Obtaining or attempting to obtain benefits or services through deceptive, fraudulent or other illegal means;

(iii) Engaging in the creation, sale or offer for sale, of any remarked, counterfeit, altered, tampered or repackaged Intel products or submitting any such product for replacement by Intel;

(iv) Maintaining or applying for multiple or duplicate membership accounts;

(v) Failure to comply with any of the membership requirements;

(vi) Breaching or failing to comply with any provision of these Terms and Conditions (e.g., failure to update your business profile, if required);

(vii) Breaching or failing to comply with any provision contained in the TLA, and/or any other licenses or agreements related to the Alliance, or

(viii) Failure to comply with any other provisions applicable to You as an Alliance member.

5.3 Terminate Membership Alliance Member: You may voluntarily terminate Your membership at any time by providing written notice to the Intel Education Alliance administrator at www.intel.com/edusolutions.

5.4 Effect of Termination: Upon termination, all rights granted under these Terms and Conditions and respective Trademark License Agreement(s), and Alliance licenses shall immediately terminate.

6.0 OTHER TERMS, CONDITIONS AND NOTICES:

6.1 No Endorsement. You acknowledge that Intel makes no claims on behalf of Your Company as to the quality of products or services You offer. You shall make no claims that Intel endorses Your products or services.

6.2 Counterfeit and Remarked Products: You will not alter the functionality of, remark, duplicate, corrupt any Intel product. You will not purchase, use, sell, broker, or promote the sale of remarked, altered, or counterfeit Intel products. Any product returned to Intel that Intel believes has been altered in an unlawful manner may be delivered to law enforcement authorities for prosecution. You shall not repackage an Intel product or any other product in Intel product packaging for resale, nor will You alter or tamper with any Intel product packaging.

6.3 Content and Software Available on Intel’s Web Sites: Intel maintains a website for the Alliance. Provisions contained under the “Legal Notices” link on that website apply to materials on Intel’s websites. Software that may be downloaded from an Intel website is the copyrighted work of Intel or its suppliers. You agree to use any such software in compliance with the terms of an end user license agreement, if any.

6.4 Third Party Content and Websites: The Intel Education Alliance Website may contain content of, and links to, the websites of third parties. You acknowledge and agree that Intel shall have no responsibility or liability whatsoever for any statement, advertising or other marketing material appearing on the Website or websites that may be linked from the Intel Education Alliance Website.

6.5 Disclaimers: THE INTEL EDUCATION  ALLIANCE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY INFORMATION, TEXT, GRAPHICS, LINK OR OTHER ITEM CONTAINED ON THE ALLIANCE WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE ARE PROVIDED AT NO CHARGE FOR YOUR CONVENIENCE, WITH NO WARRANTY WHATSOEVER FROM INTEL AND ITS SUPPLIERS. EXCEPT FOR STANDARD INTEL PRODUCT WARRANTIES THAT MAY APPLY TO INTEL PRODUCTS PURCHASED, INTEL DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE WEBSITE, AND THE MATERIALS AND THE SERVICES PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NONINFRINGEMENT. IN ADDITION, INTEL DOES NOT WARRANT THE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE WEBSITE OR THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF THE WEBSITE, OR THAT THE

WEBSITE WILL BE VIRUS FREE, OR THAT ANY DEFECTS IN THE WEBSITE WILL BE CORRECTED.

6.6 No Damages: IN NO EVENT SHALL INTEL OR ITS SUPPLIERS HAVE ANY LIABILITY TO YOU FOR DAMAGES OF ANY NATURE WHATSOEVER, (DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL) INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSOCIATED IN ANY WAY WITH THE WEBSITE OR YOUR USE OF THE WEBSITE TO PURCHASE COMPONENTS, SOFTWARE AND/OR SERVICES FROM PARTICIPATING DISTRIBUTORS AND/OR PARTICIPATING VENDORS OPERATING ON OR THROUGH THE INTEL EDUCATION  ALLIANCE WEBSITE, EVEN IF INTEL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AS A CONSEQUENCE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.0 GENERAL PROVISIONS:

7.1. Variations: The implementation and administration of the Alliance may vary from country to country.

7.2. Assignment: Membership is not transferable or assignable. Intel may assign or delegate its rights and/or obligations, in part or in whole, under these Terms and Conditions to any of its subsidiaries that are wholly owned directly or indirectly by Intel.


7.3. Order of Priority: The English language version of these Terms and Conditions shall prevail over any translations of them. The terms of any trademark license agreement(s) shall prevail over these Terms and Conditions with respect to the subject matter of the trademark license agreement. Intel’s standard terms and conditions of sale shall govern any purchase of, or redemption of credits for, Intel products made between You and Intel and shall prevail over any other agreements unless in writing and signed by an authorized representative of Intel.

7.4. Waiver: Failure to enforce any of these Terms and Conditions shall not constitute a waiver of such terms, nor affect their enforceability.

7.5 Modifications: Intel may, in its sole discretion, alter, revise, amend or cancel the Intel Education Alliance and/or Alliance Benefits and these Terms and Conditions, which shall be effective upon notification unless a different time is stated. Posting changes on the Intel website and/or sending email shall be deemed notice to You of such changes.

7.6 Compliance with Laws: You shall comply, at your own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department, or agency, applicable to the performance of your obligations hereunder.

7.7 Severability: If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Intel determines in its discretion that the court’s determination causes these Terms and Conditions or the Alliance to fail in any of its essential purposes.

7.8 Entire Agreement: These Terms and Conditions contain the entire understanding between You and Intel with respect to the Alliance hereof and merge and supersede all prior and contemporaneous channel terms and conditions. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provisions.

Exhibit I: Intel® Education Alliance Trademark License Agreement

This Intel® Education Alliance Trademark License Agreement (“Agreement”) is mandatory and required in order to allow you (“Licensee”) to use the Intel® Education Alliance trademark subject to the Usage Guidelines. Use by any person or company of the Licensed Mark is not authorized and constitutes an infringement of Intel’s exclusive rights unless you have accepted and acknowledged the terms below. You may print out a copy of this agreement for your records.

Whereas, Intel has developed an Intel® Education Alliance trademark; and

Whereas, Intel enables ecosystem partners who have joined and are current members of the Intel Education Alliance (the Alliance) to use the Intel® Education Alliance trademark in the marketing, selling, and promotion of their products and solutions.

Whereas, No company, developer, or person may use the Intel Education Alliance trademark unless they are current members in good standing of the Intel Education Alliance.  Membership in the Intel Education Alliance is by invitation only and invitations are made at Intel’s sole discretion.

Therefore, in consideration of the mutual covenants and promises contained herein, Intel and Licensee agree as follows:

1. Definitions

1.1. “Licensed Mark” shall mean the Intel® Education Alliance trademark as shown in the Usage Guidelines posted at www.intel.com/edusolutions

1.2 “Usage Guidelines” shall mean the guidelines posted at www.intel.com/edusolutions or otherwise provided to Licensee. The Usage Guidelines may be amended by Intel, from time to time, in Intel’s sole discretion. It is acknowledged and agreed that the Usage Guidelines will be periodically modified by Intel. Updated Usage Guidelines will become immediately effective upon publication or delivery to Licensee. After an update to the Usage Guidelines, Licensee shall not be required to recall promotional, marketing or advertising materials containing the Intel® Education Alliance trademark already in the distribution channel so long as Licensee’s use of the trademark was in accordance with this Agreement and the Usage Guidelines in place at the time of initial distribution of the  promotional, marketing or advertising materials into the channel.

2. License Grant

Subject to and conditioned upon Licensee’s full compliance with this Agreement, including without limitation sections 3 and 4, Intel grants to Licensee, and Licensee accepts, a limited, non-exclusive, non-transferable, royalty-free, revocable worldwide license to use the Intel® Education Alliance trademark on packaging and in marketing materials for Licensee’s products and services for the education market  as provided in this Agreement and all terms incorporated by reference herein. No other right, title, or license is granted hereunder.

3. Limitations of Use

Licensee may only use the Intel® Education Alliance trademark and related materials in conjunction with activities that are related to the selling and marketing of education products and / or services into the education market segment. 

4. Quality Control

Licensee shall use the Licensed Mark only in connection with products that meet or exceed the quality and performance standards customary in the education market and commensurate with Licensee's overall reputation for high quality products.

5. Usage / Review of Materials

5.1 Licensee shall comply with the Usage Guidelines for the Licensed Mark.

5.2. Licensee shall not affix the Licensed Mark to physical products.

5.3. Licensee shall not alter the Licensed Mark in any way or integrate any Licensed Mark or Intel® trademark into any of its own trademarks, logos, or designs or those of third parties.

5.4. Licensee shall use the Licensed Mark with the respective trademark symbols and acknowledgement lines as set forth in the Usage Guidelines.

5.5. Licensee shall not use the Licensed Mark in any manner that is likely to create confusion as to the source or sponsorship of Licensee’s products or services, or that in any way indicates to the public that Licensee is a division or affiliate of Intel. Wherever Licensee displays the Licensed Mark, it must also display its own corporate name and logo in a size and style more prominent than, and separately from, the Licensed Mark.

5.6. Licensee shall display the Licensed Mark so that the Licensed Mark stands alone in terms of commercial impression.

5.7. Licensee shall display the Licensed Mark only in a positive manner and shall not use the Licensed Mark in any manner that may disparage Intel, its brands, or its products. Licensee shall not use the Licensed Mark in any manner that, in Intel’s judgment, may diminish or otherwise damage Intel’s goodwill in the Licensed Mark, including but not limited to use on materials that could be deemed to be obscene, pornographic, violent, or otherwise in poor taste or unlawful, or the purpose of which is to encourage unlawful activities.

5.8. Intel shall have the right to randomly review and inspect Licensee materials displaying the Licensed Mark and Licensee shall reasonably cooperate in providing Intel access to such materials. Licensee further agrees to make any modification to materials displaying the Licensed Mark that may be requested by Intel and are required to comply with the terms of this Agreement.

6. Protection of Interest

6.1. Acknowledgment of Rights: As between Intel and Licensee, Licensee acknowledges Intel’s exclusive rights to the Licensed Mark and the Intel® trademark and all goodwill associated therewith, and acknowledges that any and all use of the Licensed Mark inures to the sole benefit of Intel. Licensee shall not challenge Intel’s exclusive ownership rights in and to the Licensed Mark and the Intel trademark, nor take action inconsistent with Intel’s rights in such trademarks. Licensee shall not adopt, use, apply to register and/or register as its own trademark(s) any word(s) or design(s) confusingly similar to or that dilute(s) the Licensed Mark or the Intel trademark. If at any time Licensee acquires any rights in, or registration(s) or application(s) for the Licensed Mark or the Intel trademark by operation of law or otherwise, Licensee will immediately and at no expense to Intel assign such rights, registrations, and/or applications to Intel, along with any and all associated goodwill.

6.2. Enforcement:  In the event Licensee becomes aware of any unauthorized use of the Licensed Mark or the Intel trademark by a third party, Licensee shall promptly notify Intel in writing, and shall provide reasonable cooperation, at Intel’s expense, in any enforcement of Intel’s rights against such third party. The right to enforce Intel’s rights in the Licensed Mark and the Intel trademark rests entirely with Intel and shall be exercised in Intel’s sole discretion. Licensee shall not commence any action or claim to enforce Intel’s rights in the Licensed Mark or the Intel trademark.

7. No Representations or Warranties

INTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE LICENSED MARK OR INTEL TRADEMARK, INCLUDING THE VALIDITY OF INTEL’S RIGHTS IN ANY COUNTRY, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.

8. Indemnity

8.1  Intel agrees to defend and/or settle (in its sole discretion) any claim threatened against Licensee or brought in any suit or proceeding against Licensee based on any allegation that the Licensed Mark, as used by Licensee in accordance with this Agreement, infringes or violates the trademark rights of another, and Intel will pay all damages, costs and fees finally awarded against Licensee and exclusively attributable to any such claim, provided that (i) Licensee promptly notifies Intel in writing of any such claim, (ii) Intel solely controls and conducts the defense and/or settlement of the claim, (iii) Licensee fully and timely cooperates and provides all requested authority, information and assistance to Intel, at Intel’s expense, and (iv) at Intel’s instruction, Licensee immediately ceases use of the challenged Licensed Mark(s). In the event of any claim or threatened claim against Intel or Licensee challenging the Licensed Mark, Intel reserves the right to terminate, immediately upon written notice, all or a part of this Agreement, and Licensee will take all steps necessary to immediately cease use of the Licensed Mark. Intel will not be responsible for any damages, costs, or fees awarded to the extent such amounts reflect Licensee’s continued use of the challenged Licensed Mark contrary to Intel’s instructions to cease use of the challenged Licensed Mark. This indemnity shall not cover damages that Licensee could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.

8.2 Licensee agrees to defend and/or settle (in its sole discretion) any claim threatened against Intel or brought in any suit or proceeding against Intel concerning (a) Licensee’s use of the Licensed Mark in violation of this Agreement (unless Intel in its sole discretion chooses to retain control over the defense and/or settlement of such claim), or (b) Licensee’s design and manufacture (as applicable), advertising, marketing, promotion, distribution or sale of its goods and services , and Licensee will pay all damages, costs and fees finally awarded against Intel and exclusively attributable to any such claim, provided that (i) Intel promptly notifies Licensee in writing of any such claim, (ii) Licensee solely controls and conducts the defense and/or settlement of the claim and (iii) Intel fully and timely cooperates and provides all requested authority, information, and assistance to Licensee, at Licensee’s expense. In the event of any claim or threatened claim against Intel or Licensee concerning Licensee’s design, manufacture, advertising, marketing, promotion, distribution or sale of its goods and, Intel reserves the right to terminate, immediately upon written notice, all or part of this Agreement, and Licensee will take all steps necessary to immediately cease use of the Licensed Mark. This indemnity shall not cover damages that Intel could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.

9. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Term, Termination and Expiration

10.1 Term: This Agreement shall remain in effect until its expiration or termination as provided herein.

10.2 Termination:  If Licensee ceases its membership in the Intel Education Alliance, this Agreement will automatically terminate. Either party may terminate this Agreement with or without cause upon thirty (30) days advance written notice. Either party may immediately terminate this Agreement for breach by the other party upon written notice. Opportunity to cure the breach may be given, but is not required under this Agreement.

10.3 Expiration: This Agreement shall immediately expire in the event that any party terminates business operations for any reason. In the event that any party becomes insolvent, has a receiver appointed, goes into liquidation, files a bankruptcy petition, or has a bankruptcy petition filed against it that is not dismissed within thirty (30) days, the other party shall have the option to either (i) cancel the Agreement upon notice to the other party or (ii) continue this Agreement without waiving any rights or remedies it may otherwise have.

10.4  Effect of Expiration or Termination: Upon any termination or expiration of this Agreement, Licensee shall cease any and all use of the Licensed Mark, including, but not limited to, removing the Intel Education Alliance Trademark from Licensee’s websites, collateral and other promotional materials and documentation within 7 business days. However, Licensee shall not be required to recall materials containing the Licensed Mark that are already in the distribution channel.

10.5. Continuing Obligations: Obligations of the parties under the provisions of this agreement shall remain in force notwithstanding the termination or expiration of the Agreement.

11. Assignment

The rights granted to the parties hereunder are personal, and Licensee may not assign this Agreement or any right or obligation hereunder, whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of a party’s business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of Intel, which Intel may give or withhold in its sole discretion. Any such purported assignment or transfer shall be deemed a material breach of this Agreement and shall be null and void. This Agreement shall be binding upon and inure to the benefit of the successors and any permitted assigns of the parties hereto.

12. Choice of Law and Jurisdiction

12.1 If Licensee’s principal place of business is in the U.S., the validity, construction and performance of this Agreement shall be governed by U.S. federal law and the laws of the State of Delaware, without reference to conflict of laws principles. The parties further acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark dilution, passing off, false designation of origin, unfair competition and other non-contractual causes of action, will be governed by U.S. federal law and the law of the State of California. Any dispute arising out of this Agreement shall be brought in, and the parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within Santa Clara County, California.

12.2 If Licensee’s principal place of business is in a country outside of the U.S. (other than the Russian Federation), the validity, construction and performance of this Agreement shall be governed by the laws of that country without reference to conflict of laws principles. Any dispute arising out of this Agreement shall be brought in and the parties consent to personal and exclusive jurisdiction of the courts of the relevant country capital or in the jurisdiction of Intel’s authorized legal counsel.

12.3 If Licensee’s principal place of business is in the Russian Federation, the validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, USA without reference to conflict of laws principles. Any dispute and controversies that may arise out of or in relation to this Agreement shall be subject to consideration, to the exclusion of the courts of law, by the Arbitration Court in Stockholm, Sweden, in accordance with the rules of procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. The Court’s award shall be final and binding on the parties.

13. Equitable Relief

Licensee recognizes and acknowledges that the breach of any of its covenants, agreements, undertakings, terms or conditions hereunder will cause Intel irreparable damage, which cannot be readily remedied by monetary damages in an action at law, and may, in addition thereto, constitute a violation of Intel’s trademark rights and rights under the laws of unfair competition. In the event of any default or breach by Licensee, including any action by Licensee that could cause some loss or dilution of Intel’s goodwill, reputation, or rights in the Intel trademark or Licensed Mark, Intel shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.

14. Representation as to Authority

The parties to this Agreement represent and warrant that they have the sole right and exclusive authority to execute this Agreement and that they have not sold, assigned, transferred, conveyed, or otherwise disposed of any interest, right, claim or demand, or portion thereof, relating to any matter in this Agreement.

15. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions. However, if Intel determines in its discretion that the court’s determination causes this Agreement to fail in any of its essential purposes, it may immediately terminate the Agreement.

16. No Waiver

The failure of any party to enforce at any time one or more of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of any party to enforce each and every such provision thereafter.

17. Relationship of the Parties

No agency, partnership, joint venture, franchise, or employment is created between the parties as a result of this Agreement. Neither party is authorized to create any obligation, express or implied, on behalf of the other party.

18. No Endorsement

Licensee acknowledges that Intel does not endorse Licensee or its products. Licensee shall make no claims that Intel endorses Licensee or its products.

19. Notices

Notices from Intel to Licensee can be delivered electronically, by mail, fax, delivery service, or in person. General notices to Program participants (including updated Usage Guidelines) can be delivered via postings to www.intel.com/edusolutions.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the parties relating to this Agreement and all past courses of dealing or industry customs. This Agreement may not be modified except in writing signed by authorized representatives of both parties. * I

ACKNOWLEDGEMENT

By checking the agreement box and clicking submit you are acknowledging the following statements:

I, the undersigned, represent and warrant that I have authority to contractually bind the Licensee company referenced by the Education Alliance application form to this Agreement, and I understand that the terms of this Agreement do not apply to me in my individual capacity.

On behalf the organization referenced in the application form, I acknowledge and agree that the organization is entering into a contractual obligation and is contractually bound by this Agreement.

 

For more complete information about compiler optimizations, see our Optimization Notice.
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