| # Intel Research Use License Agreement | |
| **By using or distributing any portion or element of the Material, You agree to be bound by this Agreement.** | |
| 1 - **Definitions.** | |
| **“Agreement”** means the terms and conditions for use, reproduction and distribution of the **Material** set forth herein. | |
| **“Material”** means datasets, models, model weights, or other software 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 consentand that has legal authority to bind **your** employer or such other person or entity if **you** are entering in this **Agreement** on their behalf. | |
| 2 - **License.** Intel grants to **You**, a limited, non-transferable, non-sublicensable, non-exclusive, worldwide, royalty-free, license under Intel’s copyrights in the **Material**, to use, reproduce, display, 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. | |