("Terms of Service")
1. Acceptance of Terms. By using the Intel® HTML5 Development Environment Web site (the “Site”) in any way, including using, transmitting, downloading, or uploading any of the services or functionality (the “Service”) made available or enabled via the Site by Intel, or merely browsing the Site, you agree to these Terms of Service. You may not use the Service, or accept these Terms of Service, if (a) you are not of legal age to form a binding contract with Intel; or (b) you are prohibited by law from receiving or using the Service. If you are entering into these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service, in which case “you” or “your” shall refer to such entity. Intel makes the Service available only if you have registered for an account. The Service is also subject to the terms and conditions applicable to your use of the Intel® Developer Zone website (“Additional IDZ Terms”). If there is any conflict between these Terms of Service and the Additional IDZ Terms, the Additional IDZ Terms take precedence in relation to the Service. These Terms of Service, and any applicable Additional IDZ Terms, are referred to collectively as the “Terms.”
2. Modification of the Site and Terms.
2.1 Changes to Site: Intel reserves the right to modify or discontinue, temporarily or permanently, the Site or Service (or any part thereof) with or without notice. Intel may make changes to the Site or Service, or to the products described therein, at any time without notice. Intel makes no commitment to update the Site or Service.
2.2 Changes to Terms. Intel reserves the right, at its discretion, to modify this Terms of Service, including any rules and policies at any time. You are responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) ("Additional Terms") communicated to you by Intel by posting the Additional Terms to the Site. All Additional Terms are hereby incorporated by this reference into this Terms of Service and your continued use of the Service and the Site will indicate your acceptance of any Additional Terms.
3. Definitions. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.
3.1. “Content” means, without limitation, any and all information, data, software code, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials.
3.2. “Customer Content” means any Content, including Workspace Content, provided, imported or uploaded to, or otherwise used by you or on your behalf with the Service.
3.3 “Documentation” means all specifications, user manuals, and other technical materials relating to the Service.
3.4 “Sample Code” means the sample source code hosted on the Site which are subject to the terms set out in the separate license(s) accompanying such sample source code.
3.5 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
3.6 “Named Users” means Users that have been specifically identified by You.
3.7 “Workspace” means the storage or project space for your code, files, etc. hosted on the Service. A workspace can be public, which means it is open and discoverable by others on the internet through search engines, or as private, meaning you control who can see it. By default a workspace is private.
3.8 “Workspace Administrator(s)” means, with respect to a particular Workspace, those Users designated by you who are authorized to assign access rights to Users and otherwise administer the Workspace.
3.9 “Workspace Content” means, with respect to a particular Workspace, any Content provided, imported or uploaded to the Service in connection with such Workspace.
3.10 “User” means a user of the Service.
4.1 Workspace - General. By default, a Workspace is private. You may designate a Workspace as “public” which means it is open and discoverable by others on the internet through search engines, or as private, meaning you control who can see it. You are responsible for ensuring that any Content you upload on your Workspace contains the proper copyright and attribution notices, and if designate a Workspace as “public” and wish to allow third parties to use your Customer Content uploaded on a public Workspace, you are responsible for including the terms and conditions governing the use of your Customer Content.
4.2 Access Rights. When you create a Workspace using the Service, you will be designated as the initial Workspace Administrator for such Workspace with the right to designate additional Workspace Administrators. Through the Site, each Workspace Administrator may assign to, or revoke from, other Users certain access rights with respect to a Workspace for which such User is a Workspace Administrator.
5. License Grant and Restrictions
5.1 License Grant by Intel to use the Service. Subject to the terms and conditions of these Terms, Intel grants you a non-exclusive, non-transferable license, under Intel’s copyrights, to use the Service during the Term solely for your development purposes.
5.2 Limitations on user of the Service. You agree that you will not: (a) permit any party to access and/or use the Service, other than the Users authorized under these Terms of Service; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service (including, without limitation, any external websites that contain third party content and that are linked to via the Service); (d) except as permitted by applicable law, reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) with respect to a particular Workspace, exceed or attempt to exceed the scope of the access rights granted to you for such Workspace; (f) without Intel’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (g) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (h) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means. Except as expressly set forth in these Terms of Service, no express or implied license or right of any kind is granted to you regarding the Service or any part of the Service.
5.3 License by Intel to Intel Content. Certain Content is provided through the Service by Intel. Subject to the terms and conditions of these Terms, Intel hereby grants you a non-exclusive, non-transferable license, under Intel’s copyrights, to view, download and print Content (excluding Sample Source) provided by Intel (“Intel Content”), subject to the following conditions: (a) you may access and use the Intel Content solely in accordance with these Terms; (b) you may not modify or alter the Intel Content; (c) you may not distribute or sell, rent, lease, license or otherwise make the Intel Content available to others; (d) you may not remove any copyright or other proprietary notices contained in the Intel Content; and (d) you may not copy or distribute any photos, graphics, audio or video in the Intel Content apart from their accompanying text. Intel reserves the right to revoke the authorization to view, download and print the Intel Content at any time. The rights specified above are not applicable to the design, layout or look and feel of the Site. Such elements of the Site are protected by Intellectual Property Rights and may not be copied or imitated in whole or in part. No mark, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by Intel.
5.6 License to Sample Source. The use of Sample Source is subject to the terms and conditions of the separate license(s) accompanying and/or included in the Sample Source.
5.7 Usernames and Passwords. When you register, Intel will ask you to provide a unique username and password to enable you to access the Service pursuant to these Terms. Intel reserves the right to require you to change your username and password in Intel’s sole discretion from time to time. You are responsible for maintaining the confidentiality of your username and password, and are solely responsible for all activities that occur under your username. You agree (a) not to allow a third party to use your account, username or password at any time; and (b) to notify Intel promptly of any actual or suspected unauthorized use of your account, username or password, or any other breach or suspected breach of these Terms. Intel reserves the right to terminate any username and password, which Intel reasonably determines may have been used by an unauthorized third party. Intel and its suppliers will not be liable for any loss that You may incur as a result of someone else using your password or account, 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 account or password. You may not use anyone else's account at any time, without the permission of the account holder. Notwithstanding the foregoing, in the event your account is accessed or used without your authorization as a result of Intel’s gross negligence or willful misconduct, then you will have no responsibility or liability for such unauthorized access or use.
5.8 IP Ownership and Feedback License. The Service and all Intellectual Property Rights in the Service, the Intel Content, the Sample Code and any of Intel’s proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to you by Intel in providing the Service (the “Intel Technology”) are the exclusive property of Intel or its suppliers. You hereby agree that any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you to Intel related to the Service, the Intel Content, the Sample Code or the Intel Technology (“Feedback”) is hereby licensed back to Intel and its suppliers who will be free to use, disclose, reproduce, license, 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. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Service, the Intel Content, the Sample Code or the Intel Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the Intel Technology. All rights not expressly granted to you are reserved to Intel and its suppliers.
6. Personal Data and Non-Personal Data
6.1 Personal Data. If you do not want to disclose any personally identifiable data of yours or other Users, or any data that could be used to identify or derive the personally identifiable data of yours or other Users (“Personal Data”), do not put such Personal Data in any Workspace. Should you put Personal Data in any Workspace or public areas of the Service it may cause that Personal Data to be disclosed to other Users, and Intel and its suppliers shall have no responsibilities for such disclosures.
6.2 Non-Personal Data.Intel and its suppliers shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information relating to your usage of any features or functionality of the Intel Content, the Sample Code, the Intel Technology, the Service and services provided to you by Intel and its suppliers for the sole purpose of improving the foregoing items provided such data or information does not include any Personal Data provided by, or collected from, you in connection with the Service or services.
7. Customer Content and Conduct
7.1 License by User for Customer Content
You grant Intel a non-exclusive, worldwide, royalty-free and fully paid license, under your Intellectual Property Rights, to use the Customer Content solely in conjunction with the provision of Services to You. All rights in and to the Customer Content not expressly granted to Intel in these Terms, or expressly granted by separate Workspace licenses, are reserved by you.
7.2 Your Warranties.
(a) Authority to enter Agreement. You represent and warrant that You have the power and authority to enter into this Agreement and to fully perform its obligations under this Agreement. The person entering into this Agreement on behalf of Workspace Administrator is at least the age of majority in the jurisdiction in which such person resides.
(b) Intellectual Property. You represent and warrant that any Customer Content does not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) You have obtained all required consents, approvals and licenses required for the submission and distribution of its Customer Content via the Service and are compliant with all licenses to intellectual property that are associated with the Customer Content.
(c) Open Source. If your Customer Content includes Free and Open Source Software (“FOSS”), You represent and warrant that you have complied with all FOSS licenses and your uploading of Customer Content on the Site will not cause the Site, the Service (including any client software associated with the Service) or any materials of Intel or its suppliers to be subject to the terms of a FOSS license.
(d) Conduct; Malware. You represent and warrant that Customer Content is not (1) deceptive, defamatory, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (2) contain any viruses, worms or other malicious computer programming codes able to damage the Service, any Content, or other data of the Service; or (3) otherwise violate the rights of a third party. In addition, you agree not to use, or encourage or permit others to use, the Site or Service to (i) stalk and/or harass another; (ii) harm minors in any way; (iii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the Service; (v) use the Site, Service or Content such that it will mislead a third party into believing that he or she is interacting directly with Intel or the Service; (vi) engage in any chain letters contests, junk e-mail, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); (vii) use any Intel domain name as a pseudonymous return e-mail address; (viii) access or use the Site or Service in any manner that could damage, disable, overburden or impair any Intel server or the networks connected to any Intel server; or (ix) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Intel; (x) use the Site or Service to collect any user information without providing clear and conspicuous notice and obtaining a User’s prior consent before such collection.
(e) General. You represent and warrant that all Customer Content and any other information and materials You provide to Intel in conjunction with this Service comply with the representations set forth above and are true, accurate, and up-to-date.
(f) Indemnity. You will indemnify and defend at your expense any suit brought against Intel and will pay any settlement you make or approve or any damages finally awarded in such suit insofar as such suit is based on a claim by any third party based upon, resulting from or related to breach of the above warranties, and/or any improper or unauthorized use of the Service by you or any Customer Content.
7.3 Storage; Security and Backups. Intel reserves the right to establish capacity limits on your storage of Customer Content on the Service.
7.4 Content Loss. You agree that you will keep and maintain your own copy of all Workspace Content that is provided to the Service and Intel. Intel recommends that you create backup copies of any Workspace Content posted on the Service at your sole cost and expense. You agree that any use of the Service contrary to or in violation of your representations and warranties in this section constitutes improper and unauthorized use of the Service. You agree that Intel may (but has no obligation to), in Intel’s sole discretion, remove or modify any Workspace Content which it deems to violate your representations and warranties in this section.
7.5 Access to Customer Content on Termination. In the event your access to the Service is terminated (other than by reason of your breach), You agree and acknowledge that Intel has no obligation to retain the Customer Content and may delete such Customer Content, at any time on or after the fifteen (15th) day following the notice of termination. Intel reserves the right to withhold, remove and/or discard Customer Content, without notice, for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Content shall immediately cease, and Intel will have no obligation to maintain or provide any Customer Content.
8. Third Party Links. The Site may contain links to other web sites operated by third parties. Such third party web sites are not under the control of Intel. Intel is not responsible for the content of any third party web site or any link contained in a third party web site. Intel provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.
9. Digital Millennium Copyright Act (DMCA) Notice and Procedure.
If you believe that your work was copied or posted on our Site in a way that constitutes copyright infringement, please follow the DMCA Notice and Procedure set out here: http://www.intel.com/content/www/us/en/legal/dmca-notice-and-procedure.html
While Intel does not intend to monitor Workspaces or Customer Content hosted using the Service, Intel reserves the right to remove any Workspace, Customer Content or close any User account at any time and for any reason from the Site. Reasons for removal may include: violation of any of the Terms; (3) allegations that any Workspace or Customer Content violates the intellectual property rights of a third party; (4) disruption of communication networks or negative impact on the Site servers; (5) objectionable content; (6) the Workspace or Customer Content contains a virus or malware; (9) compliance with the U.S. Digital Millennium Copyright Act (DMCA) or similar legislation anywhere in the world; (10) compliance with applicable law, including any court order or requirement of a governmental agency; (11) Intel deems removal to be prudent or necessary.
10. Limited Warranty and Disclaimer
10.1 Limited Warranty. Intel warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will materially conform to Intel’s then current Documentation for the Service under normal use and circumstances. If you notify Intel of a breach of warranty, Intel will correct or modify the Service so that it conforms to Intel’s then current Documentation for the Service. The foregoing constitutes your sole and exclusive remedy for any breach of warranty.
10.2 Disclaimer. The limited warranty set forth in these Terms is made for your benefit only. Except as expressly provided in this section and to the maximum extent permitted by applicable law, the Service and any other services provided by Intel are provided “as is,” and Intel makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Service (in whole or in part) or any other products or services provided to you by Intel. Intel does not warrant that all errors can be corrected, or that operation of the Service shall be uninterrupted or error-free.
10.3 Internet Delays. The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Intel is not responsible for any delays, delivery failures or other damages resulting from such problems.
11. Limitation of Liability
11.1 Types of Damages. To the maximum extent permitted under applicable law, in no event shall Intel, or its suppliers, have any liability to you arising out of or in any way connected to the Service, the Site or these Terms, including without limitation, any liability for direct damages or for any special, indirect, incidental or consequential damages or any lost profits, including any such damages or costs due to loss of data, use or goodwill, personal or property damage resulting from or in connection with Intel’s performance hereunder or the use, misuse, or inability to use the Service or other products or services hereunder, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Intel has been notified of the likelihood of such damages. In no event shall Intel or its suppliers be liable for procurement costs of substitute products or services.
11.2 Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
11.3 Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
12.1 Term. These Terms will continue to apply until terminated by either you or Intel as set forth below (the “Term”).
12.2 Termination by You. If you want to terminate your agreement with Intel, you may do so by (a) notifying Intel at any time; and (b) closing your account for the Service, where Intel has made this option available to you. Your notice should be sent, in writing, to Intel’s address set forth below.
12.3 Termination by Intel. Intel may at any time terminate these Terms if (a) you or any of your Named Users have breached any provision of these Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms); (b) Intel is required to do so by law (for example, where the provision of the Site or Service to you is, or becomes, unlawful); (c) the provision of the Service to you by Intel is, in Intel’s opinion, no longer commercially viable; or (d) Intel has elected to discontinue the Site or the Service (or any part thereof).
12.4 Effect of Termination. Termination of your account includes: (a) removal of access to all offerings within the Service; (b) deletion of your password and all related information; and (c) barring of further use of the Service. Upon expiration or termination, you shall promptly discontinue use of the Site and the Service. However, the following sections, including their subsections of these Terms of Service will survive any termination of the Terms: Sections 3 (Definitions), 5.8 (IP Ownership), 6 (Personal Data), 7.1 (License by User for Customer Content), 7.2 (Your Warranties), 7.4 (Content Loss), 8 (Third Party Links), 10 (Limited Warranty and Disclaimer), 11 (Limitation of Liability), 12 (Termination) and 14 (Miscellaneous).
13. User Disputes. Your interactions with other Users found on or through the Service are solely between you and such other Users.If there is a dispute between you and any third party (including, without limitation, any User), Intel is under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users.
14.1 Governing Law. To the fullest extent permitted by law, and except as explicitly provided otherwise, these Terms and any disputes arising out of or relating to it will be governed by the laws of the state of Delaware, in accordance with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The laws of the jurisdiction where you are located may be different from Delaware law. You shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to your purchase and use of the Service hereunder.
14.2 Export. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Intel, or any products utilizing such data, in violation of the United States export laws or regulations.
14.3 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, you agree that Section 11 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 10 (Limited Warranty and Disclaimer).
14.4 Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.5 Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users. If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
14.6 Remedies. The parties acknowledge that any actual or threatened breach of Section 5 (License Grant and Restrictions) will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce these Terms, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
14.7 No Assignment. You will not assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of Intel, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that you may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of you assets, or other operation of law, without any consent of Intel. These Terms shall be binding upon the parties and their respective successors and permitted assigns.
14.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
14.9 Independent Contractors. Your relationship to Intel is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on behalf of Intel.
14.10 Notices. You are responsible for updating your data to provide Intel with your most current e-mail address. In the event that the last e-mail address you have provided to Intel is not valid, or for any reason is not capable of delivering to you any notices required by these Terms, Intel’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to Intel pursuant to these Terms should be sent to:
2111 NE 25th Avenue
Hillsboro, OR 97124
Attn: DPD Contracts Management, JF1-15
With a copy to:
2200 Mission College Boulevard
Santa Clara, CA 95054 M/S RNB 4-151
Attention: SSG Group Counsel (Re: Developer Products Division)
14.11 Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. No modification of or amendment to these Terms, or any waiver of any rights under these Terms, will be effective unless in writing