UCIe™ Specification 1.0
Please review the below and indicate your acceptance to request the UCIe™ (Universal Chiplet Interconnect Express) Specification 1.0.
EVALUATION COPY AGREEMENT
-as of July 25, 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 Universal Chiplet Interconnect Express, Inc., a Delaware nonprofit corporation (“UCIe”).
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.
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 "Effective Date" has the meaning set forth above.
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
1.3 "UCIe Specification" means the evaluation copy of the UCIe 1.0 Specification as publicly released by the UCIe.
2. EVALUATION LICENSE.
2.1 Evaluation License. Subject to the End User’s compliance with this Agreement, UCIe grants the End User a limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, worldwide, royalty-free copyright license to use the UCIe Specification solely for the 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 only for the limited purposes 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 standards; or (ii) under, in, or to any other Intellectual Property Rights owned by UCIe. ALL RIGHTS NOT SPECIFICALLY GRANTED HEREIN ARE RESERVED BY UCIe.
(iv) This Agreement does not independently bestow on the End User (either expressly, impliedly or by estoppel) the right to implement the UCIe Specification or any of the benefits or rights of a Member of UCIe, including without limitation any rights or protections granted to UCIe Members under UCIe’s Intellectual Property Policy, Bylaws, or any other policies, procedures or documents that govern UCIe or its UCIe Members (“UCIe Governing Documents”). In order to be a UCIe Member, the End User must separately agree to all of the UCIe Governing Documents which govern the UCIe Members.
FOR PURPOSES OF CLARITY AND FOR THE AVOIDANCE OF DOUBT, IF THE END USER IS NOT A MEMBER OF UCIe BUT STILL ELECTS TO IMPLEMENT THE UCIe SPECIFICATIONS, THE END USER IS HEREBY GIVEN NOTICE THAT: (A) 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; AND (B) THIS EVALUATION LICENSE DOES NOT GIVE THE END USER ANY OF THE RIGHTS GRANTED TO UCIe MEMBERS UNDER THE UCIe GOVERNING DOCUMENTS.
2.3 UCIe’s Reservation of its Rights Except for the limited Evaluation License in Section 2.1, UCIe retains and reserves all rights, title and interest in and to all of the UCIe Specification, all other UCIe standards, all UCIe trademarks/service marks, and all other UCIe Intellectual Property Rights.
3. DISCLAIMERS BY UCIe; LIMITATION OF UCIe’S LIABILITY. END USER ACKNOWLEDGES AND AGREES THAT THE UCIe SPECIFICATION AND ALL INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS" AND THAT NEITHER UCIe NOR ANY UCIe MEMBERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE UCIe SPECIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UCIe HEREBY DISCLAIMS 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.
UCIe 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. NEITHER UCIe, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, OR AFFILIATES 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 UCIe OR ANY OF ITS 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 UCIe HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN THE EVENT THAT ANY LIABILITY IS NEVERTHELESS IMPOSED ON UCIe UNDER THIS AGREEMENT FOR ANY REASON WHATSOEVER, THE AGGREGATE AMOUNTS PAYABLE BY UCIe 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 Specifications to UCIe (“Feedback”), the End User hereby automatically grants to UCIe a non-exclusive, worldwide, perpetual, transferable, royalty-free license to use the Feedback (and any of End User’s Intellectual Property Rights therein) in the UCIe Specification or in any other aspect of UCIe’s specification development activities or operations.
4.2 End User Indemnifies UCIe 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 UCIe and its successors, affiliates, and assigns, and its UCIe Members, 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 by UCIe or any of the other Indemnified Parties of the Feedback which was provided by End User.
6. GENERAL PROVISIONS.
6.1 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.
6.2 Governing Law. This Agreement shall be governed by the laws of the State of Delaware (USA), without reference to conflict of laws principles.
6.3 Remedies. User hereby acknowledges and agrees that: (i) UCIe is entitled to immediate injunctive relief, without the requirement of posting a bond, upon End User’s breach of this Agreement; (ii) money damages would not cure the harm from any such breach of this Agreement by the End User; and (iii) nothing herein shall prohibit UCIe from pursing any other remedies that may be available for breach of this Agreement or any incident related thereto.
6.4 Termination. This Agreement may be terminated by UCIe, at UCIe’s election, 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 3, 4, 5 and 6 shall survive termination of this Agreement.
6.5 Assignment of Agreement. End User shall not assign this Agreement (including without limitation the Evaluation License) without the prior written consent of UCIe. Any attempted assignment or transfer by End User without the prior written consent of UCIe shall be null and void, and a breach of this Agreement
6.6 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.
6.7 Attorney’s Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by a court of competent jurisdiction.
6.8 If You Have Questions: The End User should contact UCIe at email@example.com if the End User has any questions about this Agreement.
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