UCIe Specification 1.0

Please review the below and indicate your acceptance to request the Universal Chiplet Interconnect Express (“UCIe”) Specification 1.0.

 

​EVALUATION COPY AGREEMENT

-as of March 2, 2022

THIS EVALUATION COPY AGREEMENT ("Agreement"), dated as of the Effective Date (as defined below), governs the access and use of the UCIe Specification (as defined herein), which is owned by the Universal Chiplet Interconnect Express Promoters (“Promoters”). 

THE PERSON ASSENTING TO THIS AGREEMENT HEREBY AGREES AND CONFIRMS THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF, AND HAS THE FULL AUTHORITY TO ASSENT TO THIS AGREEMENT ON BEHALF OF, THE ENTITY, ITS AFFILIATES, OR OTHER USER THAT IS IDENTIFIED IN THE DOWNLOADING PROCESS (HEREINAFTER, THE “END USER”). THIS AGREEMENT GOVERNS THE ACCESS AND USE OF THE UCIe SPECIFICATION BY THE END USER AND ITS AFFILIATES.

 

IF END USER ELECTS TO ACCEPT THIS AGREEMENT BY CHECKING THE "I AGREE" BOX, THE END USER HEREBY AUTOMATICALLY AGREES TO BECOME BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT IS PRESENTED TO THE END USER AS OF THE DATE OF SUCH ASSENT (THE “EFFECTIVE DATE”). NO CHANGES (ADDITIONS OR DELETIONS) TO THIS AGREEMENT WILL BE ACCEPTED.  THE END USER’S RIGHT TO ACCESS AND USE THE UCIe SPECIFICATION IS CONDITIONED ON ITS ACCEPTANCE, WITHOUT MODIFICATION, OF THIS AGREEMENT. IF END USER DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, END USER WILL NOT HAVE ANY RIGHT TO ACCESS OR USE THE UCIe SPECIFICATION. END USER SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR ITS RECORDS.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the End User agrees as follows:

1.  DEFINITIONS. In addition to any other defined terms herein, the following terms have the following meanings:

1.1 "UCIe Specification" means the evaluation copy of the UCIe 1.0 Specification.

1.2 "Intellectual Property Right(s)" means any patent, copyright, trade name, trademark, trade secret, know-how, or any other intellectual property right or proprietary right whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.

2.  EVALUATION LICENSE.

2.1 Evaluation License.  Subject to the End User’s compliance with this Agreement, the Promoters grant End User a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, worldwide, royalty-free copyright license to use this UCIe Specification solely for End User’s own non-commercial, internal evaluation purposes inside the End User entity (“Evaluation License”).

 

2.2 Further Conditions. The Evaluation License is explicitly subject to the following additional terms and conditions:

(i) The Evaluation License is personal to the End User and is not transferable, sub-licensable, or assignable to any other party.

(ii) End User is prohibited from revising, altering, modifying, making any derivatives of, or otherwise amending any part of the UCIe Specification.

(iii) Except for the limited copyright license to use the UCIe Specification for End User’s internal evaluation purposes that are expressly set forth in the Evaluation License under Section 2.1 above, nothing in this Agreement shall be deemed as granting (either expressly, implied or by estoppel) to the End User under or by virtue of this Agreement any kind of license (i) to implement the UCIe Specification or any other UCIe standard, or (ii) under any other Intellectual Property Rights owned by the Promoters.  All rights not specifically granted herein are reserved by the Promoters.

(iv) This Agreement does not independently bestow on the End User (either expressly, impliedly or by estoppel) any of the benefits or rights to implement the UCIe Specification.  In order to obtain such rights, the End User must separately accept the terms and conditions of a UCIe Adopter Agreement. 

IF THE END USER HAS NOT SEPARATELY ACCEPTED THE TERMS AND CONDITIONS OF A UCIe ADOPTER AGREEMENT BUT STILL ELECTS TO IMPLEMENT THE UCIe SPECIFICATION, THE END USER IS HEREBY GIVEN NOTICE THAT THE END USER’S ELECTION TO DO SO IS AT ITS OWN RISK AND THE END USER ASSUMES ALL RESPONSIBILITY FOR OBTAINING ALL INTELLECTUAL PROPERTY RIGHTS FROM THIRD PARTIES NEEDED TO IMPLEMENT THE UCIe SPECIFICATION.

2.3 Promoters’ Reservation of Rights Except for the limited Evaluation License in Section 2.1, the Promoters retain and reserve all rights, title and interest in and to all of the UCIe Specification, all UCIe trademarks/service marks, and all other UCIe Intellectual Property Rights.

3.  DISCLAIMERS; LIMITATION OF LIABILITY. END USER ACKNOWLEDGES AND AGREES THAT THE UCIe SPECIFICATION AND ALL INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS" AND THAT PROMOTERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE UCIe SPECIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROMOTERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR AT COMMON LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, AND/OR NON-INFRINGEMENT WITH REGARD TO THE UCIe SPECIFICATION AND THE INFORMATION CONTAINED THEREIN.

THE PROMOTERS SHALL HAVE NO LIABILITY ARISING OUT OF ANY USE OF THE UCIe SPECIFICATION BY END USER, ANY OF ITS CUSTOMERS, OR ANY OTHER PARTY, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE.  NO PROMOTER SHALL BE LIABLE TO END USER, ITS CUSTOMERS OR ANY OTHER PARTY FOR DIRECT OR INDIRECT DAMAGES, WHETHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF USE DAMAGES), AND WHETHER OR NOT FORESEEABLE, ARISING OUT OF, OR RESULTING FROM, END USER’S LICENSE TO USE, OR ANY OTHER USE OF, THE UCIe SPECIFICATION.

 

IN NO EVENT SHALL ANY OF THE PROMOTERS, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS OR AFFILIATES, BE LIABLE TO END USER, ITS CUSTOMERS, OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF DATA OR EQUIPMENT DOWNTIME, EVEN IF THE PROMOTERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF.  IN THE EVENT THAT ANY LIABILITY IS NEVERTHELESS IMPOSED ON ANY PROMOTER UNDER THIS AGREEMENT FOR ANY REASON WHATSOEVER, THE AGGREGATE AMOUNTS PAYABLE BY THE PROMOTERS BY REASON THEREOF SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1000). 

 

4.  FEEDBACK; ASSURANCES BY END USER.

4.1 Feedback. If the End User provides any feedback, comments, or input related to the UCIe Specification to the Promoters (“Feedback”), the End User hereby automatically grants to the Promoters a non-exclusive, worldwide, perpetual, transferable, royalty-free license under the End User’s Intellectual Property Rights to use the Feedback in the UCIe Specification or in any other aspect of the Promoters’ specification development activities or operations.

4.2 End User Indemnifies the Promoters for use of End User’s Feedback or End User’s Breach by End User. End User hereby agrees to defend, indemnify and hold harmless the Promoters and their successors, affiliates, and assigns, and UCIe Adopters, and their respective current and former officers, directors, employees, affiliates and agents (“Indemnified Parties”) from any and all  actions, causes of action, suits, proceedings, claims, demands, judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation  reasonable attorneys’ fees and costs) arising out of or related to: (i) any breach by End User of any provisions of this Agreement; or (ii) any use of the Feedback provided by End User.

5.  GENERAL PROVISIONS.

5.1 Entire Agreement. This Agreement represents the entire understanding of the parties as of the Effective Date with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, understandings, representations, statements, and writings between the parties relating thereto.

5.2 Governing Law. This Agreement shall be governed by the laws of the State of Delaware (USA), without reference to conflict of laws principles. The Promoters are entitled to immediate injunctive relief without the requirement of posting a bond for End User’s breach of this Agreement, because money damages would not cure the harm from the breach. Nothing herein shall prohibit Promoters from pursing any other remedies that may be available for breach of this Agreement or any incident related thereto.

5.3 Termination. This Agreement may be terminated by the Promoters, at the election of the Promoters, upon the breach by End User of any of the provisions of this Agreement, or at any time upon written notice to End User. Upon the termination, expiration or cancellation of this Agreement, regardless of the cause, all rights granted to End User hereunder, including without limitation the Evaluation License, shall immediately cease.  Sections 1, 3, 4 and 5 shall survive termination of this Agreement.

5.4 Assignment of Agreement. End User shall not assign this Agreement (including without limitation the Evaluation License) without the prior written consent of the Promoters.  Any attempted assignment or transfer by End User without the prior written consent of the Promoters shall be null and void, and a breach of this Agreement

5.5 Waiver and Severability. The failure of any Party hereto to insist upon strict performance of any provision of this Agreement or to exercise any right hereunder will not constitute a waiver of that provision or right. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

 

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If You Have Questions: End User should contact UCIe at admin@uciexpress.org with any questions about this Agreement.

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