| 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. |