Intel-powered classmate PC Ecosystem Vendor Alliance - Enroll

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	Intel-powered classmate PC Ecosystem Vendor Alliance (Alliance) Alliance Overview The Intel-powered classmate PC Ecosystem Vendor Alliance is designed to help member companies develop, optimize and validate educational products for use with Intel-powered classmate PCs. Membership in the Alliance will be extended only to those companies that can demonstrate to Intel the capacity to provide satisfactory support to end-customers after the release of their product (specific criteria are listed below). Members will be provided with access to documentation from time to time as determined by Intel regarding relevant hardware and required software for the Intel-powered classmate PC that is intended to assist members in optimizing their product for the current version of the Intel-powered classmate PC. Member products that have been developed, optimized and validated for use with the Intel-powered classmate PC in conjunction with the Alliance may be included in the Intel-powered classmate PC enabled-product catalog that Intel will make available to end-users online. Intel reserves the right in its sole discretion to determine membership eligibility for the Alliance based in part on the information provided in the Enrollment Form. If granted membership in the Alliance, your company will also be required to agree to the following Terms and Conditions ("Terms and Conditions"), which will constitute a legal agreement by and between Your Company (hereafter "You", "Your", "Your Company" or “Member") and Intel Corporation and its subsidiaries ("Intel"). Please read these Terms and Conditions carefully; if you agree, complete the information at the end of this agreement, and sign and date this agreement. Your acceptance of these Terms and Conditions does not obligate Intel to accept you as a member of the Alliance. To be accepted, you must accept these Terms and Conditions, submit a completed application form, and be notified by Intel that you have been accepted as a member of the Alliance. TERMS AND CONDITIONS OF Alliance MEMBERSHIP AGREEMENT 1.0 DEFINITIONS 1.1 "Effective Date" means the date that Your application for membership in the Alliance is accepted by Intel. Once membership is established, these Terms and Conditions are effective each year on the first day of each calendar year. 1.2 "Intel" means Intel Corporation and its designated subsidiaries. 1.3 “Member” means the Company entering into this Agreement, identified by signature below. 1.4 "Software Development Products" means the Intel or third party software development products, in object code form and/or related documentation. 1.5 "Alliance Benefits" mean the benefits described at: the Alliance website which may be modified from time to time, at Intel’s sole discretion. 1.6 “Declaration of Validation” means the document at Appendix C. 2.0 YOUR OBLIGATIONS FOR MEMBERSHIP 2.1 Comply with Terms and Conditions: You agree to comply with these Terms and Conditions, including validating Your Company’s product as set forth in Appendix C attached hereto and made a part hereof, and any other terms and conditions that Intel makes available as part of or in connection with the Alliance. 2.2 Profile Information: At least once per year You will verify and update Your Company profile information (including, but not limited to, business name, primary and secondary contact, job title, email address, business addresses (physical and mailing), postal code, telephone and fax number) that Your Company has on file with Intel. To update Your Company profile information, log into the Alliance website and navigate to "My Profile". 2.3 Connectivity: You agree to: (i) maintain an email address for Your Company; (ii) maintain the ability to access Intel websites; (iii) keep secure any password used to access the Alliance website and use it only for Your own authorized access to such website; (iv) receive all email that Intel sends to You or Your Company as a member of the Alliance; and (v) permit Intel, at its sole option, to list Your firm name, address and Member status on a publicly available website and to provide a link to Your Company’s website, with a disclaimer that Intel is not responsible for the content on Your website. 2.4 Privacy: You may visit Intel's privacy policy at: http://www.intel.com/sites/corporate/privacy.htm. 3.0 DELIVERABLES. From time to time, Intel may offer deliverables in the form of benefits or services to Alliance Members. Benefits or services may be governed by separate guidelines, rules, or other terms and conditions. The guidelines, rules, or terms, and conditions for a particular benefit or service shall govern that particular benefit or service. Likewise certain deliverables maybe required from the Alliance Members, as outlined below. Deliverables specific to a given type of vendor/product are incorporated via Appendices at the end of this agreement. 3.1 Intel Deliverables 3.1.1 Intel Deliverables: Intel may from time to time loan or provide You with access to the Intel hardware and Software Development Products solely for Your use in connection with performing the development, optimization and validation activities of Your product for use with the Intel-powered classmate PC. 3.1.2 Marketing Activities: Subject to Your fulfillment of the Alliance product enabling requirements as set forth on the Alliance website, You may be eligible for our Intel-powered classmate PC enabled product Intel-powered classmate PC Enabled Product catalog. 3.2 Member Deliverables 3.2.1 Promotional Materials Release: You agree and hereby provide permission to Intel to use Your name, Company logos and trademarks in a Intel-powered classmate PC product catalog that lists Your Company product and for other marketing and promotional materials and activities relating to product developed or optimized by You as a Member of the Alliance so long they are used solely to market and promote Your product, the Alliance or the Intel-powered classmate PC. 3.2.2 Fees: Your membership in the Alliance is free. However, You may be required to pay fees or other charges for the purchase or lease of additional Intel products and/or services, as You may choose to order. The amount of any such fees shall be determined by Intel at its sole discretion and be set forth on the Alliance website. 4.0 CONFIDENTIAL INFORMATION 4.1 Confidentiality: During the course of the Alliance, Your Company may be provided access to the Intel Confidential Information as defined hereafter. You agree that access to or the disclosure of any Intel Confidential Information hereunder will be governed by the terms and conditions set forth in Section 4.2 hereafter. 4.2 Confidentiality Terms and Conditions: 4.2.1 "Confidential Information" includes: (i) tangible information of Intel’s that is labeled "confidential" or "Intel Confidential", and (ii) orally communicated information that relates to or is embodied in a tangible document that is labeled as stated in (i). At all times, title or the right to possess Confidential Information remains with Intel. Confidential Information may be disclosed to Your Company at training events and through other means. Certain Alliance benefits may require additional confidentiality terms as a condition of participation. The terms below control Intel’s Confidential Information disclosed through the Alliance and survive termination or expiration of these Terms and Conditions and Your membership. 4.2.2 Maintain Confidential Information: Maintain Confidential Information with at least the same degree of care that You use to protect Your Company’s own confidential and proprietary information, but with at least a reasonable degree of care under the circumstances. 4.2.3 No Disclosure: You may not disclose any Confidential Information to any third parties except to Your Company employees who have a need to know the information to do their jobs. Before disclosing Confidential Information to Your Company’s employees, train them on these contractual obligations of confidentiality and obtain their agreement to comply with them. You are responsible for compliance of Your Company’s employees with these contractual obligations. 4.2.4 Copies: Do not make copies of Confidential Information except as necessary for Your Company employees that have a need to know; all copies must be marked "Intel Confidential". 4.2.5 Duration: Maintain the confidentiality of Confidential Information for at least two (2) years from the date it was disclosed to You unless it is: (i) rightfully in the public domain, (ii) rightfully received from a third party without any obligation of confidentiality, (iii) rightfully known to You without any limitation on use or disclosure prior to its receipt from Intel, or (iv) generally made available to others by Intel without restriction on disclosure. You agree to return or destroy all or part of Confidential Information, including any copies, at Intel’s request, and confirm Your compliance with such request. 5.0 TERM, CHANGES, AND TERMINATION 5.1 Term: These Terms and Conditions will be effective from the "Effective Date." Your membership will expire on the last day of that calendar year, unless earlier terminated pursuant to Section 5.3 below. Annually, Intel will review your membership status and extend the term for an additional calendar year on the condition that Your performance meets expectations of Your membership, and that You review, correct, and resubmit updated information requested by Intel. 5.2 Changes to Alliance: At any time after providing notice, Intel in its sole discretion may change, modify, or discontinue part or all of the Alliance, benefits, or services. You shall review these Terms and Conditions at least once a year or sooner if Intel notifies You of a change in the Terms and Conditions. You agree that Your continuing participation in or access to, the Alliance after any changes or modifications constitutes Your acceptance of the Terms and Conditions as modified. 5.3 Terminate Membership – Intel: Intel may terminate Your membership in the Alliance at any time with notice, with or without cause, in Intel’s sole discretion. Conduct that constitutes cause for termination includes, but is not limited to: (i) application for membership contains incorrect or falsified information; (ii) obtaining or attempting to obtain benefits or services through deceptive, fraudulent or other illegal means; (iii) engaging in the creation, sale or offer for sale, of any remarked, counterfeit, altered, tampered or repackaged Intel products or submitting any such product for replacement by Intel; (iv) maintaining or applying for multiple or duplicate membership accounts; (v) failure to comply with any of the membership requirements; (vi) breaching or failing to comply with any provision of these Terms and Conditions (e.g., failure to update Your business profile); or (vii) failure to comply with any other provisions applicable to You as an Alliance Member. 5.4 Terminate Membership – Alliance Member: You may voluntarily terminate Your membership at any time by providing written notice to the Alliance administrator. 5.5 Effect of Termination: Upon termination, all rights granted under these Terms and Conditions shall immediately terminate. 6.0 OTHER TERMS, CONDITIONS AND NOTICES 6.1 No Endorsement: You acknowledge that Intel makes no claims on behalf of Your Company as to the quality of products or services You offer. You shall make no claims that Intel endorses Your products or services. 6.2 Alliance Website and Password: You must have a password to access certain parts of the Alliance website. You shall keep Your password secure and confidential and use it only for Your authorized access to the Alliance website. You are solely responsible for all activities that occur with Your password. You shall notify Intel immediately of any actual or suspected unauthorized use of Your password. Intel is not responsible for any consequences that result from any unauthorized use of Your password. 6.3 Content and Software Available on Intel’s Web Sites: Intel maintains Intel-powered classmate PC software that You may download from an Intel website or the Alliance website, which is the copyrighted work of Intel or its suppliers. You agree to use any such software in compliance with the terms of an end user license agreement, if any. 6.4 Website Links: During the term of the applicable Alliance, You hereby grant to Intel the right to establish hyperlinks (whether in text, graphics or other format) from any Intel website to your Company’s website. 6.5 Use of Company’s Name: You hereby grant Intel permission, during the term of this Agreement, to: (a) publicly disclose and identify the participation of your Company in Intel’s documentation, press releases, web sites, brochures, Collateral and in any list of third-party vendors participating in the advertising, marketing, promotional and/or enabling activities for the Intel- powered classmate PC, as such list is compiled by Intel; and (b) use such list for Intel’s internal business purposes and/or provide such list to any designated third party participating in such advertising, marketing, promotional and/or enabling activities for the Intel- powered classmate PC. 6.6 Use of Intel’s Name: You shall not use Intel’s name, logos, or trademarks to market products without Intel’s written permission. All use of Intel’s name, logos or trademarks shall be subject to the applicable then-current Intel trademark license agreement and trademark usage policy and guidelines. 6.7 Disclaimers: THE ALLIANCE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY INFORMATION, TEXT, GRAPHICS, LINK OR OTHER ITEM CONTAINED ON THE ALLIANCE WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE ALLIANCE WEBSITE ARE PROVIDED AT NO CHARGE FOR YOUR CONVENIENCE, WITH NO WARRANTY WHATSOEVER FROM INTEL AND ITS SUPPLIERS. EXCEPT FOR STANDARD INTEL PRODUCT WARRANTIES THAT MAY APPLY TO INTEL PRODUCTS PURCHASED ON OR THROUGH THE ALLIANCE WEBSITE, INTEL DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE ALLIANCE WEBSITE, AND THE MATERIALS AND THE SERVICES PROVIDED ON OR THROUGH THE ALLIANCE WEBSITE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NONINFRINGEMENT. IN ADDITION, INTEL DOES NOT WARRANT THE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE ALLIANCE WEBSITE OR THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF THE ALLIANCE WEBSITE, OR THAT THE ALLIANCE WEBSITE WILL BE VIRUS FREE, OR THAT ANY DEFECTS IN THE ALLIANCE WEBSITE WILL BE CORRECTED. 6.8 No Damages: IN NO EVENT SHALL INTEL OR ITS SUPPLIERS HAVE ANY LIABILITY TO YOU FOR DAMAGES OF ANY NATURE WHATSOEVER, (DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL) INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSOCIATED IN ANY WAY WITH THE ALLIANCE WEBSITE OR YOUR USE OF THE ALLIANCE WEBSITE TO PURCHASE COMPONENTS, SOFTWARE AND/OR SERVICES FROM PARTICIPATING DISTRIBUTORS AND/OR PARTICIPATING VENDORS OPERATING ON OR THROUGH THE ALLIANCE WEBSITE, EVEN IF INTEL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AS A CONSEQUENCE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7.0 GENERAL PROVISIONS 7.1. Variations: The implementation and administration of the Alliance may vary from country to country. 7.2. Assignment: Membership is not transferable or assignable including any transfer by merger, acquisition or change in control of member, without Intel’s prior written consent. Intel may assign or delegate its rights and/or obligations, in part or in whole, under these Terms and Conditions to any of its subsidiaries that are wholly owned directly or indirectly by Intel. 7.3. Order of Priority: The English language version of these Terms and Conditions shall prevail over any translations of them. 7.4. Waiver: Failure to enforce any of these Terms and Conditions shall not constitute a waiver of such terms, nor affect their enforceability. 7.5 Modifications: These Terms and Conditions may not be modified except in writing signed by authorized representatives of Intel and Your Company. Notwithstanding the foregoing, Intel may, in its sole discretion, alter, revise, amend or cancel the Alliance and/or Alliance Benefits and these Terms and Conditions, which shall be effective upon notification unless a different time is stated. Posting changes on the Intel Alliance website and/or sending email shall be deemed notice to You of such changes. 7.6 Compliance with Laws: You shall comply, at Your own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department, or agency, applicable to the performance of Your obligations hereunder. 7.7 Severability: If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Intel determines in its discretion that the court’s determination causes these Terms and Conditions or the Alliance to fail in any of its essential purposes. 7.8 Entire Agreement: These Terms and Conditions contain the entire understanding between You and Intel with respect to the Alliance and merge and supersede all prior and contemporaneous product program terms and conditions. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provisions. 7.9. Governing Law and Forum: Any claim arising under or relating to the Alliance, its materials, or its websites, shall be adjudicated in the following forums and governed by the following laws: For the United States of America, Canada, and Latin America including Mexico, the forum shall be Santa Clara, California, USA and the applicable law shall be that of the State of Delaware, without reference to its conflict of law principles. For the Asia Pacific Region, the forum shall be Singapore and the applicable law shall be that of Singapore. For Japan, the forum shall be the Tokyo District Court and the applicable law shall be that of Japan. For Europe and the rest of the world, the forum shall be London and the applicable law shall be that of England and Wales. 7.10 Export Regulations: You agree to refrain from exporting, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or other applicable agency of the United States Government. If any product is exported from the United States or re-exported from a foreign destination, You shall ensure that the distribution and export/re-export or import of the product complies with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. 7.11 Limitation of Liability: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, USE OR BUSINESS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTEL SHALL NOT BE LIABLE TO ANY ALLIANCE MEMBER IF AN INTEL EMPLOYEE OR ANY OTHER PARTY ACTING ON BEHALF OF INTEL OR ACTING ON BEHALF OF AN ALLIANCE MEMBER ACCESSES OR UPDATES THE PERSONAL AND/OR BUSINESS PROFILE INFORMATION OF THE ALLIANCE MEMBER(S). APPENDIX A to Intel-powered classmate PC Ecosystem Vendor Alliance Enrollment Agreement DELIVERABLES FOR SOFTWARE DEVELOPMENT APPLICABILITY: This appendix applies to the specific relationship and mutual deliverables between Intel and third party product vendors. INTEL DELIVERABLES A.1.0 Software Development Products: You agree that any Software Development Products as may be provided by Intel are provided for a limited time and purpose only and will be subject to the terms and conditions of a separate license agreement that You must accept before You are provided the Software Development Products. If Your Company desires to use any of the Software Development Products beyond the license period specified in such products or for any purpose other than that contemplated in the license agreement, You will be required to purchase the commercially available version of any such Software Development Products. A.1.1 Limited Validation and Support: Beyond minimal testing recommendations, Intel will not provide any testing or validation of Your product. Beyond minimal technical support when necessary as determined solely by Intel, Intel will not provide any technical support for Your product MEMBER DELIVERABLES A.2.0 Development, Optimization and Validation: You are solely responsible for the development, optimization and/or validation of Your product for use with the Intel-power classmate PC and agree to use commercially reasonable efforts to perform the development, optimization and validation activities of Your product at Your own facilities. If, you are developing software and for any reason, You and Intel agree that the development and optimization activities shall take place in any of Intel’s designated labs, You understand and agree that Intel’s engineers may require limited access to Your Company’s software source code and You and Intel shall enter into a separate source code license agreement for such purpose. A.2.1 Acceptance Testing and Validation: You shall submit information about Your product (via the Alliance website) at the end of Your enablement phase as an acknowledgement of product development and validation. APPENDIX B A to Intel-powered classmate PC Ecosystem Vendor Alliance Enrollment Agreement DELIVERABLES FOR OPERATING SYSTEMS DEVELOPMENT APPLICABILITY: This appendix applies to the specific relationship and mutual deliverables between Intel and third party operating system vendors. OPERATING SYSTEM VENDOR B 1.0 Product Status. This only applies to operating systems optimized for the Intel-powered classmate PC. Your Product may be given one of two statuses on our product catalog: “Enabled for the Intel-powered classmate PC” or “Enabled for Education on the Intel-powered classmate PC”. Here are the criteria for achieving each of the statuses: B 1.1 “Enabled for the Intel-powered classmate PC” – Your Operating System has been optimized for the classmate PC and you have given your acknowledgment pursuant to Appendix A, section A2.1 Acceptance Testing and Validation. B 1.2 “Enabled for Education on the Intel-powered classmate PC” – In addition to B 1.1, Your company has developed and optimized a version of our core education stack for Your operating system, or, found and verified third party software to satisfy our core education requirements that is optimized for Your operating system, and you have given your acknowledgement pursuant to XY.2. For the latter, the third-party software vendor must also be a member of the ALLIANCE. Appendix C to Intel-powered classmate PC Ecosystem Vendor Alliance Enrollment Agreement Declaration of Validation on Intel-Powered classmate PC By submitting any product for inclusion in an Intel online catalog of products optimized for Intel-powered classmate PCs, you agree that you have: * Optimized your product to run with or on Intel-powered classmate PCs as well as it runs on or with a standard Intel architecture laptop * Run this product successfully in an environment of multiple Intel-powered classmate PCs connected to a teacher laptop via a Wireless Access Point * Run this product successfully in an environment of multiple Intel-powered classmate PCs connected to a teacher laptop via a server connection * Listed on your product page the specific configurations of Intel-powered classmate PCs, including amount of RAM memory, type and size of storage, size and resolution of display, and operating system (including distribution and kernel if Linux) of the machine, on or with which you tested your optimized product You also agree to notify the Intel-powered classmate PC Ecosystem Vendor Alliance and end-users if this application demonstrates reliability issues, stability issues, or other problems on Intel-powered classmate PCs that would impact the successful use of this application. You acknowledge that Intel may in its sole discretion, remove your product, either temporarily or permanently, from the Intel-powered classmate PC Enabled Product Catalog.
	By enrolling in the Intel-powered classmate PC Ecosystem Vendor Alliance you agree to abide by the membership agreement.