LICENSE

Intel Research Use License Agreement

1. Definitions. 

“Agreement” means the terms and conditions for use, reproduction and 
distribution of the Material set forth herein. 

“Material” means software, 
model weights or other computer files, information or collateral Intel makes 
available to you under this Agreement.

“You” or “Your” means you, or your employer or any other person or entity 
(if you are entering into this Agreement on such person or entity’s behalf), of 
the age required under applicable laws, rules or regulations to provide legal 
consent and that has legal authority to bind your employer or such other person 
or entity if you are entering in this Agreement on their behalf. 

By using or distributing any portion or element of the Material, you agree to 
be bound by this Agreement.

2. License. Intel grants to You, a limited, non-transferable, non-exclusive, 
worldwide, royalty-free, license under Intel’s copyrights in the Material, to 
\use, reproduce, internally demonstrate, internally perform and distribute the 
Material solely for research purposes.

2.1 Restrictions. Except as authorized above, You will not: (a) use Material 
in any other way; (b) reverse engineer, decompile, or disassemble the Material, 
or (c) use Material to violate or aid in the violation of any international 
human right.

2.2 No Implied License. Except for the express license in Section 2, Intel 
does not grant You any express or implied license under any legal theory. Any 
other licenses from Intel require additional consideration. Nothing in this 
Agreement requires Intel to grant any additional license.

3. Third party programs. Your use of certain third-party software with or 
within the Material is subject to your compliance with licensing you obtain 
directly from that third-party. A listing of any such third-party software 
may accompany the Material.

4. No Warranty. The Material is provided “as is,” without any express or 
implied warranty of any kind including warranties of merchantability, 
non-infringement, title, or fitness for a particular purpose. The Material 
may be pre-release and may not be fully functional. Intel is not required to 
maintain, update, or support any Material. You are solely responsible for 
determining the appropriateness of using or distributing the Material and 
assume any risks associated with Your use of the Material.

5. Limitation on Liability. IN NO EVENT WILL INTEL BE LIABLE TO YOU UNDER ANY 
THEORY OF LIABILITY FOR ANY LOST PROFITS OR DAMAGES (INCLUDING BUT NOT LIMITED 
TO DIRECT, INDIRECT, SPECULATIVE, SPECIAL OR CONSEQUENTIAL DAMAGES) WHATSOEVER 
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (EVEN IF INTEL HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES).

6. Term and Termination. The term of this Agreement will commence upon Your 
acceptance of this Agreement or access to the Material and will continue in 
full force and effect until terminated in accordance with the terms and 
conditions herein. Intel may terminate this Agreement if You are in breach of 
any term or condition of this Agreement. Upon termination of this Agreement, 
You shall delete and cease use of the Material. Sections 4, 5 and 7 will 
survive the termination of this Agreement.

7. Governing Law and Jurisdiction. All disputes will be governed by the laws 
of the United States of America and the State of Delaware without reference to 
conflict of law principles and subject to the exclusive jurisdiction of the 
state or federal courts sitting in the State of Delaware, and each party agrees 
that it submits to the personal jurisdiction and venue of those courts and 
waives any objections.