TERMS AND CONDITIONS FOR THE INTEL® XDK (Version November 2015)
IMPORTANT - READ BEFORE ACCESSING OR USING THE INTEL® XDK SOFTWARE AND WEBSITE
Android Software Development Kit License Agreement (http://developer.android.com/sdk/terms.html)
If you are entering this TOU on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to the TOU, in which case, "you" or "your" shall mean such entity. If you do not have such authority or if you disagree with any of the terms in the TOU, Intel does not grant you a license to use the Intel Materials or this Site.
Intel reserves the right, at its discretion, to modify this Site, the Intel Materials, and/or the TOU, 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(, collectively the "Additional Terms") communicated by Intel. All Additional Terms are hereby incorporated by this reference into the TOU and your continued use of the Intel Materials is hereby deemed to be your acceptance of all Additional Terms and the TOU (as amended by the Additional Terms).
A. Relationship: You understand and agree that by becoming a registered user on this Site, no legal partnership or agency relationship is created between you and Intel. You will not represent otherwise.
B. Ability to Contract: You certify that you are of the legal age of majority in the jurisdiction in which you reside and you are at least 18 years of age, and you represent that you are legally permitted to become a registered user of this Site. You may not use this Site if you are under 13 years of age. For individuals aged 13 until age 18, use of this Site is only allowed with parental or legal guardian consent. Additionally, use by individuals aged 13 until age 18 is only allowed through the parent's or legal guardian's registered account. In such circumstance, the parent or legal guardian registrant of this Site (and party to the TOU) will be responsible for the use by the individual aged 13 until age 18. Upon reaching age 18 and the legal age of majority in the jurisdiction in which the person resides, the individual may obtain his or her own registration account.
C. Registration: You agree that all information you provide to this Site will be true, accurate and complete. You further agree to update the registration information in a timely fashion as required to keep it true, accurate and complete. Intel may terminate or suspend your account and any rights you may have related to this Site if any of the information you provide is false, inaccurate or incomplete.
D. Collection and Usage of Personal Information by Intel. In registering for and using this Site, you will be required to supply certain information about yourself, including personally identifiable information. All personal information supplied by you to Intel when registering for this Site is subject to the Intel Online Privacy Notice Summary, and will be used to administer your registration to this Site, and to communicate to you as specified in the TOU (including the Intel Online Privacy Notice Summary).
E. Communications: Intel may contact you from time to time by telephone and/or email with information regarding operational issues associated with this Site, technical information, and updates and/or changes regarding your participation as a registered user to this Site. By agreeing to the TOU, you consent that Intel may provide you with such communications. You will also be given the opportunity to opt-in to receive marketing communications from Intel.
G. Not Transferable: You cannot transfer any benefits you may receive from Intel in connection with being a registered user of this Site. The Intel ID and password you use to login as a registered user cannot be shared in any manner with any other party.
II. TERMS AND CONDITIONS
A. Subject to the restrictions below and the terms in the TOU, Intel grants to you a non-exclusive, non-assignable, royalty-free copyright license to use the Intel Materials to design, develop or otherwise create or modify software applications which you may distribute under your own terms, but you may not redistribute the Intel Materials except those portions of the Intel Materials that are specifically identified as "demo apps", "sample code" and “Intel plugins”.
B. Intel grants you a non-exclusive, non-transferable, non-sublicensable patent license under Intel's Licensed Patent Claims to:
(i) internally make copies of the Intel Materials; and
(ii) internally ue the Intel Materials; and
(iii) offer to distribute, and distribute, but not sell, the Intel Materials under the license under Intel's copyrights granted in the preceding paragraph, but only under terms of such license under Intel's copyrights and not as a sale.
For the purposes of this section, "Licensed Patent Claims" means the claims of Intel's patents that are necessarily and directly infringed by the reproduction and distribution that is authorized in Section II.1.A of the Intel Materials, when that Intel Materials is in its unmodified form as delivered by Intel to you and not modified, or combined with anything else. Licensed Patent Claims are only those claims which Intel can license without paying, or getting the consent of, a third party.
C. The Intel Materials may contain third party or open source software, some of which may be identified in the text file “third_party_programs.txt”, and licensed in accordance with the license specified in that text file or in other text or file in or associated with the accompanying third party or open source software. This Site may also refer to, or provide links to, third party or open source software, including without limitation, third party plugins, which would also be licensed in accordance with the applicable third party or open source software licenses.
2. RESTRICTIONS. Your use of the Intel Materials is expressly limited to and conditioned upon compliance with the following:
A. You will not alter, remove or obscure any proprietary notices from the Intel Materials relating to Intel's or Intel's supplier's intellectual property rights.
B. You will make reasonable efforts to promptly discontinue use of the portions of the Intel Materials that you are licensed hereunder to use, upon Intel's release of an update, upgrade or new version of the Intel Materials, and to make reasonable efforts to promptly distribute updates, upgrades or new versions of your software applications developed with the updated Intel Materials to your customers who have received any of your software applications developed with the Intel Materials.
C. You may not reverse-assemble, reverse-compile, or otherwise reverse-engineer any portion of the Intel Materials provided to you solely in binary form.
D. Intel will not be responsible in any way for any applications that you develop using the Intel Materials. You (i) are solely responsible to your customers for any update or support obligation or other liability that may arise from the distribution of your application and for your applications' compliance with all applicable laws, including, without limitation, privacy laws and regulations, (ii) must not make any statement that your product is "certified," or that its performance is guaranteed, by Intel, (iii) must not use Intel's name, logo or trademarks to market your product without prior written permission of Intel, (iv) shall prohibit disassembly and reverse engineering of the Intel Materials, and (v) shall indemnify and hold harmless Intel and its suppliers from and against any claims, lawsuits, or damages, including attorney s' fees, that arise or result from your distribution of any application incorporating or developed using the Intel Materials or from any misuse of the Intel Materials in violation of the TOU.
E. You will not disable or by-pass any security features of the Intel Materials, or use the Intel Materials to develop applications that: (i) can disable or by-pass such security features or (ii) can cause a Security Vulnerability. "Security Vulnerability" means a weakness or flaw in a product or system's design, operation or implementation that could be exploited by an attacker to violate the product or system's security or privacy policies, including, without limitation, a flaw that makes it infeasible, even when the product is properly used, to prevent an attacker from usurping privileges on a user's system, compromising its data, security or other operational features. If you become aware that your applications can cause a Security Vulnerability, you agree to (1) immediately notify Intel, (2) take immediate measures to stop the distribution of your applications, (3) promptly correct such Security Vulnerability and (4) indemnify and hold harmless Intel for any claims that may be alleged against Intel due to such Security Vulnerability.
F. If Intel reasonably believes that the software, data or application that (i) you create using the Intel Materials or (ii) is stored by you on servers owned or operated by Intel using the Intel Materials ("Content") and uploaded on this Site violates the law, infringes or misappropriates the rights of any third party or otherwise violates a term of the TOU ("Prohibited Content"), Intel may notify you of the Prohibited Content and may request that such Prohibited Content be removed from servers owned or managed by Intel or that access to the Prohibited Content be disabled. If you do not remove or disable access to the Prohibited Content within two business days of Intel's notice, Intel may remove or disable access to the Prohibited Content. Notwithstanding the foregoing, Intel may remove or disable access to any Prohibited Content without prior notice in connection with illegal content or as required to comply with law or any judicial, regulatory or other governmental order or request or to remedy a Security Vulnerability. If Intel removes content without prior notice, Intel will provide prompt notice to you unless prohibited by law. Intel will not disclose Content, except (1) if you expressly authorize Intel to do so, or (2) to comply with the TOU, or (3) at the request of a governmental or regulatory body, subpoena or court order.
G. Intel obtains no right, title or interest from you (or your licensors) under the TOU in or to (i) any software applications that you develop using the Intel Materials, including any intellectual property rights that subsist in those applications, or (ii) to the Content. By posting or storing the Content on or through the Intel Materials or this Site, you hereby grant Intel a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Intel to provide you with the Intel Materials.
H. If you use the Intel Materials to develop applications for others or store data supplied by others, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you will make the users aware that the information will be available to your application, and you will provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Intel account information, your application may only use that information to access the user's Intel account when, and for the limited purposes for which, the user has given you permission to do so.
I. You will not (i) engage in any activity with the Intel Materials, including the distribution or storage of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party, including, without limitation, Intel or any mobile communications carrier, or (ii) use the Intel Materials to upload, post, host, or transmit unsolicited email, SMS, or "spam" messages.
J . You will not access (or attempt to access) the administrative interface of the Intel Materials by any means other than through the interface that is provided by Intel in connection with the Intel Materials or engage in any activity that interferes with or disrupts the Intel Materials (or the servers and networks which are connected to the Intel Materials).
K. If you use the Intel Materials to store or run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Intel is not responsible for those applications, data, content, or resources. All data, content or resources that you may access through such third party applications are the sole responsibility of the person from which they originated. Intel is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. The data, content, and resources presented to you through such a third party application may be protected by intellectual property rights that are owned by the providers (or their suppliers). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such data, content, or resources (either in whole or in part) unless you have received express permission to do so by the relevant owners or licensees. You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the TOU does not affect your legal relationship with these third parties.
3. OWNERSHIP OF INTEL MATERIALS. Notwithstanding anything to the contrary herein, title to all copies of the Intel Materials remains with Intel or its suppliers. The Intel Materials are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions and are licensed under the TOU and not sold. You may not remove any copyright notices from the Intel Materials. Intel may make changes to the Intel Materials, or to items referenced therein, at any time without notice, but is not obligated to support or update the Intel Materials. Except for the express licenses granted under these terms and conditions, Intel grants no express or implied right or license under any Intel patents, copy rights, trademarks, or other intellectual property rights.
4. USER SUBMISSIONS AND FEEDBACK.
A. These terms and conditions does not obligate you to provide Intel with materials, information, comments, suggestions or other communication regarding the Intel Materials or the Site. However, you agree that any material, information, comments, suggestions or other communication you transmit or post to an Intel website (including, but not limited to, submissions to the Intel Premier Support and/or other customer support websites or online portals) or provide to Intel under the TOU related to the features, functions, performance or use of the Intel Materials and the Site are deemed non-confidential and non-proprietary ("Communications"). Intel will have no obligations with respect to the Communications. You hereby grant to Intel and its subsidiaries a non-exclusive, perpetual, irrevocable, royalty-free, license to copy, modify, create derivative works, publicly display, publicly disclose, distribute, license, sublicense through multiple tiers of distribution and licensees, and incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an Intel website or provide to Intel any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If you wish to provide Intel with information that you intend to be treated as confidential information, Intel requires that such confidential information be provided pursuant to a non-disclosure agreement ("NDA") signed by Intel, so please contact your Intel representative to ensure the proper NDA is in place.
B. Nothing in the TOU will be construed as preventing Intel from reviewing your Communications and errors or defects in Intel products discovered while reviewing your Communications. Furthermore, nothing in the TOU will be construed as preventing Intel from implementing independently-developed enhancements to Intel's own error diagnosis methodology to detect errors or defects in Intel products discovered while reviewing your Communications or to implement bug fixes or enhancements in Intel products. The foregoing may include the right to include your Communications in regression test suites.
5. EXCLUSION OF OTHER WARRANTIES. THE INTEL MATERIALS AND THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR PERFORMANCE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Intel Materials.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE INTEL MATERIALS OR THIS SITE, 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. THE INTEL 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 INTEL MATERIALS COULD LEAD TO PERSONAL INJURY OR DEATH. THE WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. INTEL WOULD NOT BE ABLE TO PROVIDE THE INTEL MATERIALS AND THIS SITE WITHOUT SUCH LIMITATIONS.
7. TERMINATION OR SUSPENSION. Intel may terminate your access to the Site or use of the Intel Materials at any time if you violate the TOU. Upon termination, you will immediately destroy the Intel Materials and all copies thereof in your possession or return all copies of the Intel Materials to Intel. If you fail (or Intel reasonably believes you have failed) to comply with any terms of the TOU, Intel may at any time terminate or suspend you as a registered user of this Site. Notwithstanding any other provision of the TOU, Intel may suspend your status as a registered user of this Site if Intel believes it to be reasonable. Before suspending your account, Intel will notify you by email to your registered e-mail address. You may terminate the TOU at any time by notifying Intel through email@example.com. Notwithstanding any termination of the TOU, except for the licenses in Section II(1)(A) and (B) hereof, all other provisions of the TOU shall survive and remain in full force and effect.
8. APPLICABLE LAWS. Any claim arising under or relating to this TOU shall be governed by the internal substantive laws of the State of Delaware, without regard to principles of conflict of laws. You agree that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this TOU. Any party bringing a legal action or proceeding against any other party arising out of or relating to this TOU will bring such legal action or proceeding in the courts of the State of Delaware. Each party waives, to the fullest extent permitted by law: (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this TOU brought in any court in the State of Delaware; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
9. TAXES. Each party shall be responsible for the payment of its own tax liability arising from this transaction (if any).
10. TRADE COMPLIANCE. You acknowledge that the Intel Materials and all related technical information or materials are subject to export controls under the laws and regulations of the United States and any other applicable governments. You agree to comply with these laws and regulations governing export, re-export, import, transfer, distribution, and use of the Intel Materials and all related technical information or materials. In particular, but without limitation, the Intel Materials and all related technical information or materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person or entity listed on a denial order published by the U.S. government or any other applicable governments. By using the Intel Materials and all related technical information or materials, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Intel Materials and all related technical information or materials for any purposes prohibited by the U.S. government or other applicable governments’ laws, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. You confirm that the Intel Materials and all related technical information or materials will not be re-exported or sold to a third party who is known or suspected to be involved in activities including, without limitation, the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons. You agree that the Intel Materials and all related technical information or materials subject to control under defense laws and regulations (e.g., the International Traffic in Arms Regulations (ITAR)) must not be transferred to non-U.S. persons, whether located in the U.S. or abroad, without a government license.
11. ASSIGNMENT. Intel may assign its rights or delegate its obligations, or any part thereof under the TOU without prior consent from you. You may not assign, whether in conjunction with a change of ownership, merger, acquisition, sale or transfer of all, substantially all or any part of your business or assets or otherwise, either voluntarily, by operation of law or otherwise, any portion of the TOU. A transaction described in the preceding sentence shall constitute an assignment for purposes of this Section 11. Any attempt by you to assign or delegate any rights, duties or obligations set forth in the TOU without Intel's prior written consent shall be deemed a material breach of the TOU and shall be null and void. Except as provided above, the terms and conditions of the TOU shall bind and inure to each party' successors and assigns.
12. AMENDMENTS. Intel reserves the right, at its discretion, to modify the TOU, including any rules and policies at any time.
13. GOVERNMENT RESTRICTED RIGHTS. The technical data and computer software covered by this license is a “Commercial Item,” as such term is defined by the FAR 2.101 (48 C.F.R. 2.101) and is “commercial computer software” and “commercial computer software documentation” as specified under FAR 12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This commercial computer software and related documentation is provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Use for or on behalf of the U.S. Government is permitted only if the party acquiring or using this software is properly authorized by an appropriate U.S. Government official. This use by or for the U.S. Government clause is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses Government rights in the computer software or documentation covered by this license. All copyright licenses granted to the U.S. Government are coextensive with the technical data and computer software licenses granted herein. The U.S. Government shall only have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.