User Agreement

INTEL MARKETING CONTENT LICENSE AGREEMENT

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.

Do not use or load any of the marketing messaging, images, materials and other content (collectively, the "Content") available for download until You have carefully read the following terms and conditions. By using the Content, You agree to the terms of this Agreement. If You do not wish to so agree, do not use the Content.  If You are entering into this Agreement on behalf of a legal entity, You represent and warrant that You have the authority to bind such legal entity to this Agreement.

LICENSE: During the term of this Agreement and subject to the terms and conditions herein, Intel grants You a limited, personal, non-exclusive, non-transferable license (without the right to sublicense) under Intel's copyrights in specific Content items as follows:

• Sample Messaging. Is the sample messaging provided to You hereunder. You may copy and include portions of such Sample Messaging in Your marketing and advertising materials for Your products provided You first obtain Intel's prior approval of Your use of the Content and You verify the accuracy of such Sample Messaging (or portions thereof) as it relates to Your products or services and the claims You make in Your marketing and advertising materials.  No right to modify the Sample Messaging is provided hereunder.
• Product Images. Are images provided to You hereunder for use in Your promotional materials. You may copy such images solely for use with Your marketing and advertising materials for Your products that are based on the applicable Intel®-based, validated server solutions. No right to modify the Product Images is provided hereunder.
• All Other Materials.  Are product briefs, product brochures, technical documentation, and presentations provided to You hereunder. You may use these Materials in Your marketing and advertising for Your products provided You first verify the accuracy of such Materials (or portions thereof) as they relate to Your products or services and the claims You make in Your marketing and advertising materials.  No right to modify these Materials is provided hereunder.

 ADDITIONAL TERMS.

1. You may not copy, modify, rent, sell, distribute or transfer any part of the Content except as expressly provided in this Agreement, and You agree to prevent unauthorized copying of the Content.
2. You are solely responsible to Your customers for any liability which may arise from the use of the Content as provided for herein.
3. You may not make any statement that Your product is endorsed or certified by Intel or that its performance is guaranteed.
4. You may not use Intel's name or trademarks to market Your products without prior written permission from Intel.  No right or licenses are granted in this Agreement to use any Intel or third party trademark, logo or trade name, or any word or mark similar thereto.
5. If any software is provided as part of this Content, You may not reverse engineer, decompile, or disassemble any such software.
6. You may not sublicense the Content, transfer the Content to any third party or assign any rights under this Agreement.
7. You agree to use Your best efforts to update the Content previously received by You should Intel update the Content. 
8. The Content may include portions offered on terms in addition to those set out here, as set out in a license accompanying those portions and You agree to comply with such additional terms.

MARKETING MATERIALS. You agree that You are solely responsible for Your own marketing and advertising messages and materials. Should You use the Content or any portion thereof as permitted in this Agreement, You (i) agree that You will verify the accuracy of Your marketing and advertising messages and materials (including without limitation any Content provided hereunder)  and any claims You make therein; (ii) warrant that Your marketing and advertising messages and materials comply with all applicable laws and regulations governing such materials and that such materials do not violate any privacy or property rights of any person or entity; (iii) agree that You will not include the Content in any objectionable or inappropriate marketing and advertising materials; (iv) agree to use appropriate disclaimers of warranties and liabilities in Your marketing and advertising messages and materials; and (v) agree to indemnify, hold Intel and its suppliers harmless and defend against any claims, lawsuits, losses, costs or expenses (including without limitation attorneys fees) as a result of any breach of this Section or Your use of the Content or portions thereof in the marketing and advertising of Your products.   

NO ENDORSEMENT. Use of the Content as provided for herein, may not be construed as an endorsement or approval by Intel of Your marketing or advertising materials or content, including but not limited to any brand, company name, product technology or performance claims.

OWNERSHIP OF CONTENT AND COPYRIGHTS. Title to all copies of the Content remains with Intel or its suppliers. The Content is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Content. Intel may make changes to the Content, or to items referenced therein, at any time without notice, but is not obligated to support or update the Content. Except as otherwise expressly provided for herein, Intel grants no express or implied right under Intel patents, copyrights, trademarks, or other intellectual property rights.

EXCLUSION OF WARRANTIES. THE CONTENT IS PROVIDED "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 contained within the Content. 

LIMITATION OF LIABILITY.IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENT, 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 NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

IN NO EVENT WILL INTEL'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT, EXCEED ONE HUNDRED U.S. DOLLARS ($100.).

TERM AND TERMINATION OF THIS AGREEMENT. The term of this Agreement is from the date of Your acceptance of its terms through December 31, 2008.  However, Intel may terminate this Agreement at any time for its convenience upon notice to You.  Intel may immediately terminate this Agreement at any time if You violate its terms. Upon termination, You will immediately cease using the Content and promptly destroy the Content (and certify destruction) or return all copies of the Content to Intel.

APPLICABLE LAWS. Claims arising under this Agreement shall be governed by the laws of Delaware , excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. You may not export the Content in violation of applicable export laws and regulations. Intel is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Intel.

 GOVERNMENT RESTRICTED RIGHTS. Any software included in the Content is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Content by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052.