oneAPI Trademark License Agreement
This Trademark License Agreement (“Agreement”) is mandatory and required in order to allow you to use Licensed Logo subject to the oneAPI Brand Communication Terms & Conditions (“oneAPI Terms and Conditions”). Use by any person or company of the Licensed Logos is not authorized and constitutes an infringement of Intel’s exclusive rights in the Licensed Logo unless You (hereinafter “You” “Your” and/or “Licensee”) have accepted and acknowledged the terms below. You may print out a copy of this Agreement for Your records.
1. Definitions:
1.1. “Effective Date” shall mean the date this Agreement is accepted and shall be the date upon which this Agreement takes effect.
1.2. ” oneAPI Terms & Conditions” shall mean the oneAPI Brand Communication terms and conditions attached to this Agreement and any other trademark usage guidelines that may be provided by Intel. The oneAPI Terms and Conditions are also available at oneapi.com. The oneAPI Terms & Conditions may be amended by Intel, at any time, in Intel’s sole discretion. You have the obligation to ensure that You are in compliance with the most recent oneAPI Terms & Conditions.
1.3. “Intellectual Property Rights” means copyright, trademark, trade name, and other intellectual property rights.
1.4. “Licensed Logo” shall mean the oneAPI “one Logo” as reflected in the oneAPI Terms and Conditions.
1.5. “Qualifying Product(s)” shall mean: Any implementation of a oneAPI compliant test, per the specifications on oneAPI.com. The testing is mentioned in each of the elements of oneAPI. See spec.oneapi.com for further details.
2. License Grant:
2.1. Subject to and conditioned upon Your full compliance with this Agreement, including without limitation Sections 3 and 4, Intel hereby grants and You accept a worldwide, limited, non-exclusive, non-transferable, royalty-free, revocable license to use and display the Licensed Logo to market, advertise, promote, sell and distribute Qualifying Products, and in accordance with the terms of this Agreement and the oneAPI Terms & Conditions.
2.4. No other right, title, or license is granted hereunder.
3. Limitations on License and Proper Use of Intel Trademarks:
3.1. You agree to use the Licensed Logos in accordance with this Section 3, and in accordance with the oneAPI Terms & Conditions.
3.2. You shall use proper trademark symbols with the Licensed Logo by using the TM symbol as indicated in the oneAPI Terms & Conditions.
3.3. You may not incorporate Your and/or any other third party mark into the Licensed Logo. You shall not alter or modify the Licensed Logo in any way, nor may You use and/or adopt any marks or logos that are confusingly similar to or that dilute the Licensed Logo.
3.4. You shall not use the Licensed Logo in any manner that creates confusion as to the source, sponsorship, or association of Your products with Intel or that in any way indicates to the public that You are a division or affiliate, or franchise of Intel or otherwise related to Intel.
3.5. Any use and display of the Licensed Logo contrary to the terms of this Agreement and the oneAPI Terms & Conditions is a material breach of this Agreement and will subject You to termination of this Agreement, and any and all other remedies available to Intel.
3.6. You shall not use or display the Licensed Logo in any manner that may disparage oneAPI program, or for promotional goods or for products which, in Intel’s sole discretion, may diminish or otherwise damage Intel’s goodwill in the Licensed Logo, including but not limited to uses which could be deemed to be obscene, pornographic, excessively violent, or otherwise in poor taste or unlawful, or which purpose is to encourage unlawful activities.
3.7. You further agree that the Licensed Logo shall stand alone in terms of the commercial impression generated by the particular usage and that no Licensed Logo shall be used in conjunction with, or as a part of, any other mark or design.
4. Quality Control and Right to Inspect:
4.1 Licensee shall use the Licensed Logos only in connection with the Qualifying Products.
4.2. You shall comply with all applicable laws and regulations in the provision, marketing and sale of Qualifying Products.
4.3. Intel shall have the right to randomly review and inspect Your materials displaying the Licensed Logo and You shall reasonably cooperate in providing Intel access to such materials. You further agree to make any modification to materials displaying the Licensed Logo that may be requested by Intel.
5. Protection of Interest:
5.1. Acknowledgment of Rights: You acknowledge Intel’s exclusive Intellectual Property Rights in the Licensed Logo, and all goodwill associated therewith, and acknowledge that any and all use of the Licensed Logo by You inures solely to the benefit of Intel. You shall not challenge Intel’s exclusive Intellectual Property Rights in and to the Licensed Logo. You shall take no action inconsistent with Intel’s rights in the Licensed Logo. If at any time You acquire any rights in, or registration(s) or application(s) for the Licensed Logo by operation of law or otherwise, You will immediately and at no expense to Intel assign such rights, registrations, or applications to Intel, along with any and all associated goodwill.
5.2. Enforcement: In the event You become aware of any unauthorized use of the Licensed Logo by a third party, You shall promptly notify Intel in writing, and shall cooperate fully, at Intel’s expense, in any enforcement of Intel’s rights against such third party. The right to enforce Intel’s rights in the Licensed Logo rests entirely with Intel and shall be exercised in Intel’s sole discretion.
6. DISCLAIMER BY INTEL: INTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE LICENSED LOGO, INCLUDING THE VALIDITY OF INTEL’S RIGHTS IN ANY COUNTRY, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.
7. LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Term and Termination:
8.1. Term: This Agreement shall remain in effect until its expiration or termination as provided herein.
8.2. Termination: Either party may terminate this Agreement with or without cause upon thirty (30) days advance notice. Either party may immediately terminate this Agreement for breach by the other party upon written notice. Opportunity to cure the breach may be given, but is not required under this Agreement.
8.3. Expiration This Agreement shall immediately expire in the event that any party terminates business operations for any reason. In the event that any party becomes insolvent, has a receiver appointed, goes into liquidation, files a bankruptcy petition, or has a bankruptcy petition filed against it that is not dismissed within thirty (30) days, the other party shall have the option to either (i) cancel the Agreement upon notice to the other party or (ii) continue this Agreement without waiving any rights or remedies it may otherwise have.
8.4. Effect of Expiration or Termination: Upon any termination or expiration of this Agreement, You shall immediately cease all use of the Licensed Logo.
8.5. Continuing Obligations: Obligations of the parties under the provisions of 1, 5, 6, 7, 8, 9, 10.4, and 11 shall remain in force notwithstanding the termination or expiration of this Agreement.
9. General Obligations:
9.1. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. The rights granted to You hereunder are personal, and You may not assign this Agreement or any right or obligation hereunder, whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of Your business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of Intel, which Intel may give or withhold in its sole discretion. Any such purported assignment or transfer shall be deemed a material breach of this Agreement and shall be null and void.
9.2. Choice of Law and Jurisdiction. This Agreement and all actions for the breach thereof will be governed, construed, and interpreted in accordance with the laws of the State of Delaware without regard to or application of choice of law rules or principles. The parties further acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark dilution, passing off, false designation of origin, unfair competition and other non-contractual causes of action, will be governed by U.S. federal law and the law of the State of California. Any dispute arising out of this Agreement shall be brought in, and the parties consent to personal and exclusive jurisdiction of a venue in the state and federal courts within Santa Clara County, California.
9.3. Equitable Relief. You recognize and acknowledge that Your breach of this Agreement or the oneAPI Terms & Conditions will cause Intel irreparable damage, which cannot be readily remedied by monetary damages in an action at law, and may, in addition thereto, constitute an infringement of Intel’s Intellectual Property Rights and rights under the laws of unfair competition. Accordingly, in the event of any default or breach by You, including any action by You which could cause some loss or dilution of Intel’s goodwill, reputation, or rights in the Licensed Logo, Intel shall be entitled to an immediate injunction in addition to any other remedies available, to stop or prevent such irreparable harm, loss, or dilution.
9.4. Representation as to Authority. The parties to this Agreement represent and warrant that they have the sole right and exclusive authority to execute this Agreement and that they have not sold, assigned, transferred, conveyed, or otherwise disposed of any interest, right, claim or demand, or portion thereof, relating to any matter in this Agreement.
9.5. Severability. If any provision of this Agreement 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 courts determination causes this Agreement to fail in any of its essential purposes.
9.6. Waiver. The failure of any party to enforce at any time the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of any party to enforce each and every such provision thereafter.
9.7. Relationship of the Parties: No agency, partnership, joint venture, franchise, or employment relationship is created between Intel and You as a result of this Agreement. Neither party is authorized to create any obligation, express or implied, on behalf of the other party.
9.8. No Endorsement: You acknowledge that Intel makes no claims on behalf of Your company as to the quality of the products or services You offer. You shall make no claims that Intel endorses Your products or services.
10. Notices and Attachments: Notices from Intel to You can be delivered electronically, by mail, fax, delivery service, or in person. General notices to Associated Program participants (including updated oneAPI Terms & Conditions) can be delivered via postings on the relevant Intel website.
11. Entire Agreement: This Agreement along with the oneAPI Terms & Conditions constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements, proposals (oral or written), all negotiations, conversations, and/or discussions between the parties relating to this Agreement and all past courses of dealing or industry customs. This Agreement may not be modified except in a writing signed by authorized representatives of both parties.
