1. Use of the Intel FPGA Cloud Service.
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.
1.4 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").
1.6 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.
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.
3.2 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.
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.
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.
6. Privacy and Security.
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.
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").
7.4 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.
8.3 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.
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/.
11.3 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.
11.6 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.
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