This INTEL UNITE® Cloud Service - SERVICE PROVIDER AGREEMENT (this "Agreement") is entered into between Intel Corporation, a Delaware corporation ("Intel") and You. "You" refers to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the terms and conditions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that legal entity to the Agreement, in which case, "You" or "Your" shall be in reference to such entity. Intel and You are referred to herein individually as a "Party" or, together, as the "Parties".
In order to be designated by Intel as a qualified service provider for the Intel Unite® Cloud Service, You must read and agree to the terms and conditions of this Agreement by clicking your acceptance at the bottom of the page.
Once designated by Intel, You as a qualified service provider for Intel Unite® Cloud Service will have access to the service provider options made available by Intel for procuring and installing Intel Unite® Cloud Service for Your end customers.
The Parties, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which they acknowledge, and intending to be legally bound, agree as follows:
You hereby certify that Your organization is a business that provides IT industry solutions to end customers.
To remain an Intel qualified service provider for the Intel Unite® Cloud Service, You must ensure that Your end customers will be provided the necessary solution components to ensure a satisfactory collaboration and/or conferencing experience using the Intel Unite® Cloud Service. This includes, but is not limited to, the installation and maintenance of Intel Unite® certified hardware, the installation and maintenance of the Intel Unite® hub and client software, and support for additional plug-in software and/or audio visual equipment in support of a well designed and implemented collaboration and/or conferencing solution.
Also, to remain an Intel qualified service provider for Intel Unite® Cloud Service, You must accept and continue to meet any additional licensing requirements for the Intel Unite® Cloud Service usage and/or licensing agreements that are stipulated on the Intel Unite® Cloud Service storefront, powered by Avnet Electronics.
If You do not accept or maintain compliance with any of the terms applicable to an Intel qualified service provider for the Intel Unite® Cloud Service, You will not be allowed to access the service provider options made available by Intel for procuring and installing the Intel® Unite Cloud Service.
You shall: (i) be solely responsible to Your customers and end users for any update or support obligation or other liability which may arise from Your installation and maintenance of Intel Unite® certified hardware, the installation and maintenance of the Intel Unite® hub and client software, and support for additional plug-in software and/or audio visual equipment, (ii) not make any statement that Your solution is "certified" by Intel, or that its performance is guaranteed, by Intel, (iii) not use Intel's name or trademarks to promote Your solution without Intel's prior written permission, and (iv) indemnify, hold harmless, and defend Intel, Intel's affiliates, and its licensors from and against any claims or lawsuits, including attorney's fees, that arise or result from the installation or maintenance of Your solution.
The consideration under this Agreement is only for the rights Intel expressly grants above. Any other rights including, but not limited to, additional patent rights, will require an additional license and additional consideration. Nothing in this Agreement requires or will be treated to require Intel to grant any additional license. You acknowledge that an essential basis of the bargain in this Agreement is that Intel grants You no licenses or other rights including, but not limited to, patent, copyright, trade secret, trademark, trade name, service mark or other intellectual property licenses or rights with respect to any materials and associated documentation provided by Intel hereunder, by implication, estoppel or otherwise, except for the rights expressly granted above. The consideration for the rights in this Agreement reflects Intel's continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the materials provided hereunder that You, Your Affiliates or third parties make that infringe any Intel patent claim.
This Agreement does not obligate You to provide Intel with materials, information, comments, suggestions, or other communication regarding the features, functions, performance or use of the Intel Unite® Cloud Service ("Feedback"). To the extent You provide Intel with Feedback in a tangible form, You grant to Intel and its affiliates a non-exclusive, perpetual, sublicenseable, irrevocable, worldwide, royalty-free, fully paid-up and transferable license, to and under all of Your intellectual property rights, whether perfected or not, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute, import, create derivative works of and otherwise exploit any comments, suggestions, descriptions, ideas, or other feedback provided by You or on Your behalf.
Intel may terminate Your designation as an Intel qualified service provider for the Intel Unite® Cloud Service or this Agreement for any reason with thirty (30) days' notice and immediately if You or someone acting on Your behalf or at Your behest violates any of its terms or conditions. Upon termination You will immediately destroy and ensure the destruction of the materials provided hereunder (including providing certification of such destruction or return back to Intel). Upon termination of this Agreement, all rights granted to You hereunder terminate immediately.
ANY MATERIALS PROVIDED HEREUNDER ARE "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Intel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items within such materials.
IN NO EVENT WILL INTEL OR ITS AFFILIATES, LICENSORS OR SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST DATA) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, INCLUDING THE USE OF OR INABILITY TO USE ANY MATERIALS, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY IN PART NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. ANY MATERIALS PROVIDED HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE DEVELOPMENT TOOLS COULD LEAD TO PERSONAL INJURY OR DEATH. YOU WILL INDEMNIFY AND HOLD INTEL AND ITS AFFILIATES, LICENSORS AND SUPPLIERS (INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) HARMLESS AGAINST ALL CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES), ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE MATERIALS AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT INTEL OR AN INTEL AFFILIATE, LICENSOR OR SUPPLIER WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE MATERIALS. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU AND INTEL WOULD NOT BE ABLE TO PROVIDE THE MATERIALS WITHOUT SUCH LIMITATIONS.
This Agreement and any dispute arising out of or relating to it will be governed by the laws of the U.S.A. and Delaware, without regard to conflict of laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). The state and federal courts sitting in Delaware, U.S.A. will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. The Parties consent to personal jurisdiction and venue in those courts. A Party that obtains a judgment against the other Party in the courts identified in this section may enforce that judgment in any court that has jurisdiction over the Parties.
Please click below to accept the above stated terms and conditions.
