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Terms and Conditions

TERMS OF USAGE

To use the fpgacloud.intel.com ("Intel FPGA Cloud") service, you must register and agree to these Intel FPGA Cloud Terms of Use ("Terms of Use") that will govern your access to and use of the service. By registering for the Intel FPGA Cloud and/or accessing or using the Service, you are representing that you have read, understand, and agree to these Terms of Use. You represent to us that you are lawfully able to enter into contracts (e.g., that you are not a minor) - and, if you are entering into these Terms of Use on behalf of a corporate entity (such as the company for which you work), you represent to us that you have the legal authority to bind such entity. In addition, you confirm that you have read and understand Intel Corporation's ("Intel") Privacy Policy and Legal Notice ("Intel Privacy Notice").

1. Use of the Intel FPGA Cloud Service.

1.1 You may access and use the Intel FPGA Cloud service ("Service") in accordance with these Terms of Use. Service-Level Agreements might apply to certain services offered. You will strictly comply with all laws, rules, and regulations applicable to your use of the Service, including but not limited to the Intel Privacy Notice.

1.2 To access the Service, you must create an account associated with a valid email address ("Account"). Unless explicitly permitted by the service terms, you may create only one (1) Account per e-mail address.

1.3 You are responsible for all activities that occur under your Account, regardless whether the activities are undertaken by you, your employees, or a third party (including but not limited to your contractors and agents). Except and to the extent caused by Intel's breach of these Terms of Use, neither Intel nor its subsidiaries, licensors, or affiliates are responsible for any unauthorized access of your Account. You must contact us immediately if you believe an unauthorized, third party might be using your Account or if your Account information (including but not limited to passwords or security keys, if applicable) is lost or stolen. You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take relating to the use of the Service, Your Data, or these Terms of Use. You will ensure that all of your end users, employees, contractors, and agents comply with your obligations under these Terms of Use and that the terms of your respective agreements with any such end users, employees, contractors, or agents are consistent with these Terms of Use. Once you become aware of any violation of your obligations under these Terms of Use by an end user, contractor, agent, or employee, you will immediately terminate such end user, contractor, agent, or employee's access to Your Data and the Service.

1.4 The Service relies on third-party services and content, including providers of the public cloud that hosts the Intel FPGA Cloud. Although we will use all commercially reasonable means to safeguard Your Data and not access your Account unless we need to provide technical services, troubleshoot problems, or as required by applicable law or orders of a court or governmental entity, there might be instances where the third-party, service providers will need to access your Account in order to provide services to you, troubleshoot problems, or comply with applicable laws or governmental regulations. Subject to the provisions of Section 6, by using the Intel FPGA Cloud, you acknowledge and agree that Intel and any third-party, service or content providers may access, disclose, or use any information, any updates, modifications, or revisions thereto, designs, technical and design information, data, text, audio, video, images, or other content that you: (i) run on the Intel FPGA Cloud, (ii) cause to interface with the Intel FPGA Cloud, or (iii) upload to the Intel FPGA Cloud under your Account or otherwise transfer, process, use, or store in connection with your account (collectively, "Your Data").

1.5 Change to the Service. We may change, discontinue, or deactivate (temporarily or permanently) the Service, any portion thereof, including features or functionality, or Service-Level Agreements offered (if applicable) or change or remove features or functionality of the Service offered from time to time at our sole discretion, with or without notice. You acknowledge and agree that Intel will not be liable to you or to any third party for any change, modification, suspension, or discontinuance of the Service. Unless explicitly stated otherwise, any new features or services that augment, supplement, complement, or enhance the current Service will be subject to these Terms of Use.

1.6 You are solely responsible for the development, content, operation, maintenance, and use of Your Data. For example, you are solely responsible for: (i) the technical operation of Your Data; (ii) compliance of Your Data with any Intel policies, which include but are not limited to the Intel Privacy Notice ("Intel Policies"), applicable law, and any governmental regulations; (iii) any claims arising from or relating to Your Data; and (iv) properly handling and processing any notices sent to you, your subsidiaries, and/or affiliates by any person or entity claiming that Your Data violate and/or misappropriate such person's or entity's intellectual-property rights, including but not limited to notices pursuant to the Digital Millennium Copyright Act.

1.7 Log-in credentials generated by the Intel FPGA Cloud service and security keys provided (if applicable) are for your own, internal use only, and you may not sell, transfer, sublicense, or otherwise distribute them to any person or entity, except that you may disclose such credentials or private security keys to your contractors or agents performing work on your behalf and for your sole benefit. You are also responsible for saving and securing your credentials.

1.8 License Restrictions. Neither you nor any of your employees, contractors, agents, or end users may use the Service in any manner or for any purpose other than as expressly permitted by these Terms of Use. Neither you nor any of your employees, contractors, agents, or end users may or attempt to: (i) modify, alter, tamper with, repair, or create derivative works of, or otherwise manipulate any software provided in connection with the Service (except and to the extent any software is provided to you by Intel under a separate license that expressly permits the creation of derivative works); (ii) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iii) resell or sublicense the Service; or (iv) reverse engineer, disassemble, or decompile the Service or apply any process or procedure to derive the source code, techniques, processes, algorithms, know-how, or other information from the binary code portions of any software included with the Service or permit or induce the foregoing (collectively, "Reverse Engineering"). If, however, applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability or as otherwise and to the limited extent permitted by directly-applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) you have first requested such information from Intel, and Intel failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by you under this Section 1.8 is confidential information of Intel, subject to the obligations of Section 10 (Confidentiality and Publicity), may only be used by you for the purpose described in this Section 1.8, and will not be disclosed to any third party or used to create any software substantially similar to the Service. All license(s) granted to you under these Terms of Use are conditional on your continued compliance with these Terms of Use and will immediately and automatically terminate if you do not comply with the foregoing.

2. Suspension.

2.1 You acknowledge and agree that we may, at our sole discretion and at any time, with or without prior notice, delete, suspend, terminate, deactivate, block, or prevent access to or use of your log-in credentials, Account, or the Intel FPGA Cloud (or any part thereof) immediately if we determine (i) the use of or registration for the Service by you or your end user, contractor, agent, or employee: (a) poses a security risk to the Service or any third party; (b) might adversely affect the Service or the service and/or data or content of another Intel FPGA Cloud customer; (c) might subject Intel, its subsidiaries and affiliates, or any third party to liability; (d) might be fraudulent; (ii) your Account(s) are inactive for an extended period of time; and/or (iii) any end users or groups of users are not legitimate users of the Services and customers of Intel. You further acknowledge and agree we may rely on the truth, accuracy, and completeness of Your Data and any revisions, modifications, or updates thereof. We may independently verify and confirm the truth, accuracy, and completeness of Your Data and any revisions, modifications, or updates thereof by contacting your employer and any third parties if necessary. You agree we will not be liable to you or any third party for any termination or suspension of your Account or use of or access to Services pursuant to this Section 2.

2.2 You acknowledge and agree that if Intel suspends, terminates, or deactivates any of your Accounts or any access or use of any portion or all of the Service pursuant to this Section 2, you: (i) are and will remain responsible and liable for all fees and charges you have incurred through and up to the date of suspension, termination, or deactivation; (ii) remain responsible and liable for any applicable fees and charges for any portion of the Service to which you continue to have access, as well as applicable, data-storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension, termination, or deactivation; and (iii) will not be entitled to any service credits for any period of suspension, termination, or deactivation.

3. Proprietary Rights.

3.1 Your Data. As between you and us, you and your licensors own all right, title, and interest in and to Your Data. Except as provided in this Section 3, we obtain no rights under these Terms of Use from you or your licensors to Your Data, including any intellectual-property rights associated therewith. You consent to our use of Your Data to provide the Service to you, your employees, contractors, agents, and end users. We may disclose Your Data to provide the Service to you or your employees, contractors, agents, and end users or to comply with any court orders or requests of a governmental or regulatory agency as described in these Terms of Use.

3.2 Your Submissions. You are not required to submit any information to Intel, but, if you elect to provide comments, inputs, suggestions, and feedback relating to any Intel products and/or the Services (collectively, "Submissions"), such Submissions will be considered non-confidential information with respect to you. Such Submissions will be Intel's property, and we will own all right, title, and interest in and to the Submissions, even if you have designated the Submissions as confidential and proprietary. By providing such Submissions, you agree to and hereby do irrevocably assign to Intel at no charge all world-wide rights, title, and interest in and to the Submissions and any intellectual-property rights associated therewith. Intel will be free to use and distribute such Submissions on an unrestricted basis for any purpose whatsoever in connection with its products and services, and you agree to provide to us any assistance reasonably required to document, perfect, and maintain our rights in and to the Submissions.

3.3 Representations. In consideration of your use of the Service, you represent to us that: (i) you or your licensors own all right, title, and interest in and to Your Data and Your Submissions (if any are provided); (ii) you have all necessary rights in Your Data and Your Submissions to grant us the rights contemplated under these Terms of Use; (iii) Your Data, Your Submissions, or any end user's use of Your Data does not violate or misappropriate any third party's intellectual-property rights; (iv) your personal data are true, accurate, current, and complete; and (v) you agree to maintain and promptly update your personal data to keep them true, accurate, current, and complete. If you provide any data or other information that is untrue, inaccurate, misleading, incomplete, or not current, or if we have reasonable grounds to suspect that such data or information is untrue, inaccurate, misleading, incomplete or not current, we reserve the right to immediately suspend or terminate your Account and refuse any and all current or future use of the Service by you and your employees, contractors, agents, and end users.

In particular, if you change employers or employment, perform work for another company, change titles, duties, or responsibilities, or move into another, business group, unit, or division with your current employer and any such change in circumstances causes you to no longer be authorized to view, provide, receive, or access all or any portion of Your Data, you agree to immediately notify us of such change, re-register to open a new account, and not access or attempt to access your prior account or Your Data for such new account. If you remain authorized to view, provide, receive, and access all or any portion of Your Data despite one or more of the changes in circumstances described above, you agree we may ask you to specify the change in circumstances and may (but will have no obligation to do so) undertake to verify that you remain so authorized.

3.4 No Unauthorized, Confidential Information. In any event, you agree not to provide us any confidential or proprietary information, trade secrets, or other, protected or protectable information or data you do not have the authority or right to disclose. You represent and warrant that you are authorized to provide, view, receive, and access Your Data in each instance that you do so. You may only use the Service to store, retrieve, query, serve, and execute Your Data that are owned, licensed, or lawfully obtained by you. You may not use the Service in any manner or for any purpose other than as expressly permitted herein.

3.5 License. As between you and Intel, Intel and its subsidiaries, affiliates, and licensors own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non- exclusive, non-transferable, non-sublicensable license to do the following during the Term: (i) access and use the Service, provided such access and use are solely in accordance with the Terms of Use; and (ii) copy and use the Intel FPGA Cloud and any technology, software, documentation, or hardware provided by Intel solely in connection with your permitted use of the Services. Except as otherwise described in this Section 3.5, you obtain no rights under these Terms of Use from us, our affiliates, subsidiaries, or our licensors to the Service, including but not limited to any intellectual- property rights associated therewith.

4. Fees and Payment. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect your Account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service net thirty (30) days or as otherwise described on the Service terms using one of the payment methods we support. All amounts payable to Intel will be made without right to setoff or counterclaim and without any deductions or withholding. Fees and charges for the Service or new feature(s) of the Intel FPGA Cloud will be effective when we post updated fees and charges relating to the Service, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Service by giving you at least thirty (30) days' advance notice. We may charge you interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, if less) on all late payments.

All fees and charges payable by you are exclusive of applicable taxes and duties, including value- added tax ("VAT") and applicable, sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient, tax-exemption certificates for each, taxing jurisdiction. We will apply the tax-exemption certificates to charges under your Account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify and pay us any additional amounts necessary to ensure the net amount we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us documentation showing the withheld and deducted amounts have been paid to the relevant, taxing authority.

5. Indemnification. To the extent permitted by applicable law, you agree to indemnify, defend, and hold Intel, its subsidiaries, affiliates, licensors, and suppliers, and their respective affiliates, directors, shareholders, officers, agents, representatives, and employees harmless from any losses, costs, expenses, liability, action, suit, damages, claim, or demand, including reasonable, attorneys' fees, made by any third party arising from or relating to your use of the Service or your violation of these Terms of Use, except to the extent arising out of the sole, gross negligence or willful misconduct of Intel or its affiliates, subsidiaries, and agents. If we or our subsidiaries and affiliates are obligated to respond to a third-party subpoena or other, compulsory, legal order or process described above, you will also reimburse us for reasonable, attorneys' fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other, compulsory, legal order or process at our then-current, hourly rates.

6. Privacy and Security.

6.1 Security. Without limiting your obligations under these Terms of Use, we will implement reasonable and appropriate, security measures designed to help you secure Your Data against accidental or unlawful loss, access, or disclosure.

6.2 Privacy. "Your Content" means software (including machine images), data (including Your Data), text, audio, video, or images. You may specify the Intel regions in which Your Content may be stored. You consent to the storage of Your Content in and transfer of Your Content into the Intel regions you select. We will not access or use Your Content except as necessary or required to (i) maintain or provide the Service, (ii) comply with the law or a binding order of a governmental body, or (iii) in situations where, in order to continue providing the Service, the data will need to be transferred. We will not (iv) disclose Your Content to any government or third party or (v), subject to Section 6.3 below, move Your Content from the Intel regions selected by you; except in each case as necessary or required to comply with the law or a binding order of a governmental body or in situations where, in order to continue providing the Service, the data will need to be transferred. Unless it would violate the law or a binding order of a governmental body, we will notify you of any legal requirement or order referenced in this Section 6.1. We will only use your personal information in accordance with the Intel Privacy Notice, accessible at http://www.intel.com/privacy, and you consent to such usage. The Intel Privacy Notice does not apply to Your Content.

6.3 Service Attributes. "Service Attributes" means Service usage data related to your Account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics. To provide billing and administration services, we may process Service Attributes in the Intel region(s) where you use the Service and the Intel regions in the United States. To provide you support services initiated by you and investigate fraud, abuse, or violations of these Terms of Use, we may process Service Attributes when we maintain our support and investigation personnel.

7. Term and Termination.

7.1 Term. This Agreement is effective from the Effective Date and continuing until terminated in accordance with the terms of this Agreement ("Term").

7.2 Termination. Either party may terminate this Agreement for cause upon thirty (30) days' prior, written notice to the other party if a party materially defaults or breaches the terms of these Terms of Use. Intel may also terminate these Terms of Use immediately upon notice to you: (i) for cause, if any act or omission by you or any end user, contractor, agent, or employee results in a suspension as described in Section 2 (Suspension) above; (ii) if our relationship with a third-party partner that provides software, the public, cloud environment, or other technology we utilize to provide the Service expires, terminates, or requires us to change the way we provide the Service; (iii) if we reasonably believe providing the Service could create a substantial, economic or technical burden for us or a material, security risk; (iv) in order to comply with applicable law, court orders, or requests from governmental or regulatory agencies; or (v) if you breach these Terms of Use or any Intel Policies.

7.3 Effect of Termination. Upon termination of these Terms of Use: (i) all your rights to use the Service will immediately terminate; (ii) you will remain responsible for all fees and charges you have incurred up to and including the date of termination, including fees and charges for any in-process tasks completed after the date of termination; (iii) you will immediately return or destroy (if instructed by us) all Intel content in your possession or under your control; and (iv) any obligation to pay fees or other amounts due and payable and Sections 1.3, 1.4, 1.5, 1.6, 2.2, 3.1, 3.2, 3.3, 3.4, 4, 5, 6, 7.3, 7.4, 8, 9, 10, and 11 of these Terms of Use will continue to apply in accordance with their terms.

7.4 Retrieval of Data Post-Termination. Unless we terminate your use of the Service for cause, during the thirty (30) days following termination: (i) we will not erase Your Data as a result of the termination; (ii) you may retrieve Your Data from the Service but only if you have paid all amounts due and payable up to and including the date of termination; (iii) we will provide you with the same, post-termination, data assistance we generally make available to all similarly-situated customers of the Service.

8. Disclaimers; Limited Representations and Warranties; Limited Liability.

8.1 THE LIMITED WARRANTIES AND LIMITED LIABILITY APPLICABLE TO THE SERVICES ARE SET FORTH IN THESE TERMS OF USE. THE INTEL FPGA CLOUD SERVICE, ANY TRAINING OR OTHER SERVICES PROVIDED BY INTEL OR ITS LICENSORS AND PARTNERS ON BEHALF OF INTEL THROUGH THEIR WEBSITES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION, GUARANTY, OR WARRANTY OF ANY KIND, INCLUDING REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, ANY RESULTS, OR OF QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY PORTION THEREOF. You understand and agree that Intel and its affiliates, subsidiaries, and licensors assume no responsibility for the timeliness, deletion, non-delivery, mis- delivery, or failure to continually provide any such Service.

8.2 WITHOUT LIMITING THE ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INTEL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, GUARANTIES, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED; (II) INTEL MAKES NO REPRESENTATION, GUARANTY, OR WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS FROM THE USE OF THE SERVICE WILL BE COMPLETE, ACCURATE, OR RELIABLE; AND/OR (D) THE QUALITY OF SERVICE AND THE INFORMATION AND OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (III) ANY SERVICE, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ACKNOWLEDGE AND AGREE YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SOFTWARE, FILES, DESIGNS, COMPUTER HARDWARE, TECHNICAL AND OTHER SYSTEMS OR LOSS OF OR DAMAGE TO DATA, SOFTWARE, OR GOODS THAT RESULTS FROM USE OF THE SERVICE, ANY INFORMATION, AND/OR MATERIAL; (IV) NO ADVICE, TRAINING, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTEL THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

8.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INTEL OR ITS AFFILIATES, SUBSIDIARIES, OR LICENSORS BE LIABLE FOR AND YOU AGREE NOT TO MAKE A CLAIM FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION GENERAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUE OR OTHER, ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, GOODWILL, LOSS OF INFORMATION OR DATA, OR OTHER, TANGIBLE OR INTANGIBLE LOSSES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER, TORTIOUS ACTION, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF: (I) YOUR USE OF OR INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) YOUR RELIANCE UPON THE INFORMATION, YOUR DATA, OR MATERIALS FURNISHED BY OR THROUGH THE SERVICE; OR (D) ANY OTHER MATTER RELATING TO YOUR USE OF THE SERVICE. IN ANY CASE, OUR AND OUR AFFILIATES', SUBSIDIARIES', AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9. Modifications to Terms of Use/Policies. We may modify these Terms of Use and any Intel Policy at any time by posting a revised version on the Intel website or by notifying you, at our sole discretion. The modified terms will become effective upon posting or, if we notify you, as stated in the email message. By continuing to use the Service after the effective date of the modification(s), you agree to be bound by the modified terms. It is your responsibility to check the Intel website regularly for modifications to these Terms of Use.

10. Confidentiality and Publicity. In the event you have signed a nondisclosure agreement, including but not limited to a CNDA or IPLA, with Intel, such agreement controls treatment of all confidential information exchanged under the Terms of Use. In the event you have not signed such an agreement, you may use the Intel confidential information and proprietary information only in connection with your use of the Service, as permitted under the Terms of Use. You will not disclose any Intel confidential information during the Term or at any time during the five (5) year period after the end of the Term. You agree to take all appropriate and reasonable measures to avoid disclosure, dissemination, or unauthorized use of Intel confidential and proprietary information, including at a minimum using the same standard of care you use to protect your own confidential information of a similar nature and importance but in no event less than a reasonable standard of care. You will not issue a press release or make any public communication with respect to the Terms of Use or your use of the Service. You will not misrepresent or embellish the relationship between us and you, including but not limited to implying that we support, sponsor, endorse, or contribute to your business endeavors, or express or imply any relationship or affiliation between you and us or any other person or entity.

11. Miscellaneous.

11.1 Customer Service. For website feedback or to report a problem, complete the website form. For other, technical or installation questions, please send an email to Intel technical support at: https://fpgacloud.intel.com/help/feedback/.

11.2 Compliance with Laws. You agree to fully comply with all laws, rules, and regulations applicable to your use of the Services, including but not limited to the Intel Privacy Notice and these Terms of Use.

11.3 Import and Export Control. You are solely responsible for compliance related to the manner in which you choose to use the Intel FPGA Cloud, including your transfer and processing of Your Data, the provision of Your Data to third parties, and the geographic location in which any of the foregoing occurs. Unless otherwise explicitly stated herein, all information, data, and materials obtained from or through the Intel FPGA Cloud are solely directed to individuals, companies, or entities legally permitted to receive such information, data, and materials. You agree that all such information, data, and materials are subject to the U.S. Export Administration Regulations and other, applicable, export laws and regulations. You agree that neither you nor your subsidiaries or affiliates will export/re- export such information, data, or materials, directly or indirectly, to any country for which the U.S. Department of Commerce or any other agency or department of the U.S. Government or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining any such required license or approval. In the event such information, data, or materials are exported from the United States or re-exported from a foreign destination by you or your subsidiary or affiliate, you will ensure that the distribution and export/re-export or import of the information, data, or materials complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations, the International Traffic in Arms Regulations ("ITAR"), and the appropriate foreign government. Intel will not be liable for your failure to comply with such, applicable laws. Additionally, prior to transferring any ITAR-controlled, technical data, you must define them as such, in writing, to Intel. Only unclassified, ITAR, technical data are permitted.

11.4 Independent Contractors. We and you are independent contractors, and neither party nor their respective subsidiaries are a joint-venturer or an agent of the other party or has the authority to bind the other party for any purpose whatsoever.

11.5 No, Third-Party Beneficiaries. Unless otherwise expressly provided, no provisions hereunder are intended or will be construed to confer upon or give to any person or entity other than you or us any rights, remedies, or other benefits under or by reason of these Terms of Use.

11.6 Force Majeure. We and our subsidiaries and licensors will not be liable for any delay or failure to perform any obligations arising from or relating to the Service where the delay or failure to perform results from circumstances beyond our control.

11.7 General. These Terms of Use (including the Intel Policies applicable to the Service and the Intel FPGA Cloud) constitute the entire agreement between Intel and you regarding and governing your use of your Account and the Intel FPGA Cloud and supersedes any prior or contemporaneous understandings, commitments, or agreements, oral or written, between you and Intel regarding the subject matter hereof. Notwithstanding any other agreements or understandings between you and us, the security and privacy provisions in Section 6 of these Terms of Use contain our and our subsidiaries' and licensors' entire obligation relating to security, privacy, and confidentiality of Your Data. Except for any modifications posted by Intel, any additional modifications of these Terms of Use must be in writing and signed by both parties. The failure of Intel to exercise or enforce any right or provision of these Terms of Use will not constitute a current, continuing, or future waiver of such right, provision, or any other right or provision. Any waiver must be in writing and signed by both parties in order to be effective. If any provision of these Terms of Use or any portion thereof is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree the court should endeavor to give effect to the parties' intentions as reflected in the provision, and all other provisions of these Terms of Use will remain in full force and effect.

11.8 No Assignment. You are not permitted to assign, delegate, sublicense, or otherwise transfer the right to use the Intel FPGA Cloud or Service or any rights granted to you under these Terms of Use without our prior, written consent. Any such assignment, delegation, sublicense, or transfer in violation of this Section 11.8 will be null and void and have no effect. Subject to the foregoing, the Terms of Use will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

11.9 Language. All communications and notices to be made or given under these Terms of Use must be in the English language, which will be controlling in all respects, and all versions of these Terms of Use in any other language will be for accommodation only and will not be binding on the parties to this Agreement.

11.10 Choice of Law and Forum. These Terms of Use and the relationship between you and Intel with respect to the Service will be governed by the internal laws of the State of Delaware and the United States, without regard to conflict of law principles and specifically excluding the U.N. Convention on Contracts for the International Sale of Goods (1980). You and Intel agree to submit to the exclusive, personal jurisdiction and venue of the federal and state courts located within the State of Delaware. We may seek injunctive or other relief in any other, federal or state court for any threatened, alleged, or actual infringement of our intellectual-property rights or other proprietary rights. The Intel FPGA Cloud and Services are provided from the United States and are not intended to subject Intel to the laws or jurisdiction of other countries. We hope these Terms of Use help you to make an informed decision as to whether to register and use the Intel FPGA Cloud. If you have any questions, concerns, or problems related to the Intel FPGA Cloud site or features, we encourage you to contact us as described in Section 11.1 above. You may also contact us to receive a paper copy of these Terms of Use. We greatly appreciate your suggestions on how we can improve the Intel FPGA Cloud.

Copyright (c) Intel Corporation. All rights reserved. Intel Corporation, 2200 Mission College Boulevard, Santa Clara, California 95054, USA. fpgacloud.intel.com

Terms of Use version 17Oct2019