END USER LICENSE AGREEMENT FOR USE OF
COMPUTE EXPRESS LINK CONSORTIUM, INC.’S
COMPLIANCE VERIFICATION SOFTWARE
THIS END USER LICENSE AGREEMENT FOR THE CXL COMPLIANCE VERIFICATION SOFTWARE (this “Agreement“), dated as of the Effective Date (as defined below), governs all access and use of the CXL Compliance Verification Software (as defined herein), which is owned by Compute Express Link Consortium, Inc., a Delaware nonprofit corporation (“CXL”), by all users of such CXL Compliance Verification Software (hereinafter, “End User(s)” or “you” or “your”).
ALL END USERS OF THE CXL COMPLIANCE VERIFICATION SOFTWARE (AS SUCH TERM IS DEFINED HEREIN) HEREBY AUTOMATICALLY AGREE THAT THIS AGREEMENT GOVERNS ALL END USER’S ACCESS TO, AND USE OF, THE CXL COMPLIANCE VERIFICATION SOFTWARE. EACH END USER HEREBY AGREES THAT USE OF THE CXL COMPLIANCE VERIFICATION SOFTWARE IS SUBJECT TO THE END USER’S COMPLIANCE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT CAN BE AMENDED AT ANY TIME BY CXL UPON REASONABLE NOTICE.
WITHOUT LIMITING THE FOREGOING IN ANY WAY, BY CLICKING THE “I AGREE” LINK OR ANY SIMILAR ASSENT BUTTON, OR BY OTHERWISE CONTINUING TO USE THE CXL COMPLIANCE VERIFICATION SOFTWARE, EACH END USER HEREBY ACKNOWLEDGES AND AGREES THAT EACH SUCH END USER IS HEREBY AUTOMATICALLY CONTRACTUALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IT IS PRESENTED TO YOU AS OF THE DATE OF YOUR FIRST USE OF THE CXL COMPLIANCE VERIFICATION SOFTWARE (THE “EFFECTIVE DATE”).
NO CHANGES (ADDITIONS OR DELETIONS) TO THIS AGREEMENT WILL BE ACCEPTED BY CXL. THE END USER’S RIGHT TO ACCESS AND USE THE CXL SPECIFICATION IS CONDITIONED ON ITS ACCEPTANCE, WITHOUT MODIFICATION, OF THIS AGREEMENT. IF THE END USER DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, THE END USER WILL NOT HAVE ANY RIGHT TO ACCESS OR USE THE CXL SPECIFICATION. THIS IS A LEGALLY BINDING CONTRACT. THUS, YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the End User agrees as follows:
- DEFINITIONS. In addition to any other defined terms herein, the following terms have the following meanings:
1.1 “CXL Compliance Program” means the process, procedures, criteria, terms, and conditions established by CXL (and which are governed by the CXL Compliance Program and Policies Document) by which CXL may authorize a CXL Member to state that a particular product or technology of that specific CXL Member is “compliant” with the CXL Specification.
1.2 “CXL Compliance Program & Policies Document” means the CXL Compliance Program and Policy document, as may be amended from time to time or at any time by CXL, which governs the CXL Compliance Program.
1.3 “CXL Compliance Verification Software” means CXL’s proprietary software application, sometimes referred to as “CXL Compliance Verification (CV) Application” or the “CXL CV Application”, which contains CXL’s compliance verification test suite software and which has been approved by CXL for use by parties to verify a CXL Member’s compliance with the CXL Specification.
1.4 “CXL IP Assets” has the meaning set forth in Section 3 herein.
1.5 “CXL Governing Documents” has the meaning set forth in Section 4 herein.
1.6 “CXL Member” is a Member, in good standing, of CXL pursuant to the terms and conditions of the CXL Governing Documents.
1.7 “CXL Specification” means the CXL specification: _CXL Specification 3.1_
1.8 “End User”, “You” or “Your” has the meaning set forth above.
1.9 “Intellectual Property Right(s)” means any patents, copyrights, trade names, trademarks, trade secrets, know-how, or any other intellectual property rights or proprietary rights whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.
2. LICENSE.
2.1 License.
2.1.1 Subject to the terms and conditions of this Agreement and to End User’s strict compliance with this Agreement, CXL grants to the End User a non- exclusive, personal, non-sublicensable, non-assignable, non-transferable, limited license to use the CXL Compliance Verification Software, only in the format and only in the version made available by CXL, solely to perform the Purpose (as such term is defined below), but for no other use whatsoever (the “License”).
2.1.2 For purposes of this Agreement (including without limitation for purposes of the above License), the term “Purpose” means the use of the CXL Compliance Verification Software, subject to any and all limitations and conditions in the CXL Compliance Program & Policies Document, for the sole and exclusive purpose of seeking to verify compliance with the CXL Specification pursuant to, and in accordance with, all of the criteria, procedures, conditions, and limitations set forth in the CXL Compliance Program & Policies
2.2 Further Conditions. The License is explicitly subject to the following additional terms and conditions:
2.2.1 The License granted to End Users under this Agreement: (a) is personal to the End User and is not transferable, sub-licensable, or assignable to any other party; and (b) will immediately terminate upon the expiration, cancellation or termination of this Agreement for any
2.2.2 Notwithstanding the foregoing License, CXL has the right to do any of the following, at any time and from time to time:
(a) Amend (or adopt a new version of), modify, replace, or discontinue, in whole or in part, the CXL Compliance Verification Software, including without limitation changing, replacing, suspending, or discontinuing any or all of the features or functionalities of the CXL Compliance Verification Software; or
(b) Amend (or adopt a new version of), modify, replace, or discontinue, in whole or in part, the CXL Compliance Program or the CXL Compliance Program & Policies Document, including without limitation any of the criteria governing the way that End Users are permitted to use the CXL Compliance Verification Software; or
(c) Otherwise suspend, change, or terminate, in whole or in part, the CXL Compliance Program or its CXL Compliance Program & Policies
2.2.3 In addition to any other conditions set forth in this Agreement, all End Users agree to the following additional terms and conditions:
(a) End Users are prohibited from using the CXL Compliance Verification Software in any way which: (i) infringes on any Intellectual Property Rights of any party anywhere; or (ii) violates any other laws, statutes, ordinances or regulations
(b) End Users are solely responsible for obtaining and maintaining any equipment or ancillary services needed to access and use the CXL Compliance Verification Software under this
(c) End Users are only permitted to use the CXL Compliance Verification Software in strict compliance with this Agreement and the CXL Compliance Program & Policies For clarity and the avoidance of doubt, End Users are explicitly prohibited from using the CXL Compliance Verification Software: (i) in any way that is outside the scope of the Purpose set forth in the License or is otherwise not directly related to the CXL Compliance Program; (ii) for any other uses that are prohibited by this Agreement or the CXL Compliance Program & Policies Document; or (iii) for any unlawful purpose.
3. INTELLECTUAL PROPERTY RIGHTS; RESERVATION OF RIGHTS.
3.1 End Users Must Respect Intellectual Property Rights of Others. It is CXL’s policy to respect the copyright and other Intellectual Property Rights of Thus, CXL has the right to immediately terminate the License and this Agreement of any and all End Users if, in CXL’s determination, any End User infringes upon the copyright or other Intellectual Property Rights of others.
3.2 CXL IP Assets. Each End User hereby further acknowledges and agrees that CXL solely and exclusively owns all rights, title and interest, including without limitation all Intellectual Property Rights, in and to all of the following (hereinafter collectively referred to as the “CXL IP Assets”):
(a) The CXL Specifications;
(b) The CXL Compliance Program, the CXL Compliance Program & Policies Document, and the CXL Compliance Verification Software, including without limitation all processes, techniques, patents, copyrights, software, and other Intellectual Property Rights provided in, embodied in, contained in, or arising out of, the forgoing; and;
(c) All trademarks, service marks and logos held by CXL, including without limitation all trademarks, service marks or logos used in association with the CXL Specification, CXL Compliance Program, the CXL Compliance Program & Policies Document, and the CXL Compliance Verification Software, or in association with any other CXL business, and all good will associated therewith.
3.3 Reservation of Rights. Except for the limited License given to an End User pursuant to the explicit terms and conditions of Section 2 of the Agreement, nothing in this Agreement shall be construed as granting to any End User, by implication, estoppel or otherwise, any rights in or license in or to any CXL IP Assets, or any Intellectual Property Rights CXL reserves without prejudice the ability to protect all of its Intellectual Property Rights in all of its CXL IP Assets from any and all unauthorized use by any End User.
3.4 Further Restrictions Regarding CXL IP Assets. In addition to all other conditions in this Agreement, each End User further acknowledges and agrees that:
(a) Except as expressly permitted by the License given to an End User under Section 2 of this Agreement, the End User will not copy, transfer, distribute, sell, publish, broadcast or otherwise use, any CXL IP Assets;
(b) The End User shall not revise, modify, alter, disassemble, decompile, reverse translate, reverse engineer, or create derivative works of or from any CXL IP Asset or otherwise attempt to derive any source code of the same or let any third party do the same;
(c) The End User shall not remove, alter, cover, or obscure any copyright notices or other proprietary rights notices of CXL, or any other party placed on or embedded in any CXL IP Assets and shall otherwise retain all such notices on all copies of the same;
(d) Use of the CXL IP Assets is expressly prohibited by anyone who is not an authorized End User under this Agreement and only to the explicit extent permitted by the License set forth in Section 2 of this Agreement; and
(e) Unauthorized use of the CXL Compliance Verification Software is a violation of CXL’s copyright and other CXL Intellectual Property Rights and is actionable under
3.5 Survival of These Provisions. Each End User agrees that the terms and conditions of this Section 6 survive the cancellation, expiration or termination of this Agreement for any
4. THIS AGREEMENT DOES NOT BESTOW ANY CXL MEMBERS RIGHTS; SEPARATE ACTIONS NEEDED TO STATE PRODUCT OR TECHNOLOGY IS “COMPLIANT”.
4.1 This Agreements Does Not Bestow any CXL Member This Agreement does not independently bestow on the End User (either expressly, impliedly, or by estoppel) any of the benefits or rights of a CXL Member, including without limitation any rights, benefits or protections granted to CXL
Members under CXL’s Intellectual Property Policy, CXL’s Bylaws, CXL’s Participation Agreement or any other policies, procedures or documents that govern CXL or its CXL Members (“CXL Governing Documents”). In order to become a CXL Member, the End User must separately agree to all of the CXL Governing Documents which govern the CXL Members. FOR PURPOSES OF CLARITY AND FOR THE AVOIDANCE OF DOUBT, IF AN END USER IS NOT A CXL MEMBER BUT STILL ELECTS TO IMPLEMENT THE CXL 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 CXL SPECIFICATION; AND (B) THIS AGREEMENT DOES NOT GIVE THE END USER ANY OF THE RIGHTS GRANTED TO CXL MEMBERS UNDER THE CXL GOVERNING DOCUMENTS.
4.2 Separate Actions Needed to State Product or Technology is “ Compliant”. This Agreement, including without limitation the use of the CXL Compliance Verification Software pursuant to the License granted to an End User under Section 2 of this Agreement, does not independently bestow on the End User (either expressly, impliedly, or by estoppel) any right to state that any product or technology of any CXL Member is “compliant” or has been “verified” to comply with any CXL A CXL Member is required to separately enter into CXL’s Compliance and Trademark License Agreement, and comply with any additional actions required under the CXL Compliance Program (including without limitation any other actions set forth in the CXL Compliance Program & Policies Document) before any CXL Member is permitted to state that any product or technology of such CXL Member is “compliant” or has been “verified” to comply with any CXL Specification
5. DISCLAIMERS BY CXL; LIMITATION OF CXL’S LIABILITY. EACH END USER HEREBY ACKNOWLEDGES AND AGREES THAT THE CXL SPECIFICATIONS, THE CXL COMPLIANCE PROGRAM, THE CXL COMPLIANCE PROGRAM & POLICIES DOCUMENT, THE CXL COMPLIANCE VERIFICATION SOFTWARE, AND ALL INFORMATION CONTAINED THEREIN, ARE PROVIDED “AS IS” AND THAT NEITHER CXL NOR ANY CXL MEMBERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CXL 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 CXL SPECIFICATIONS, THE CXL COMPLIANCE PROGRAM, THE CXL COMPLIANCE PROGRAM & POLICIES DOCUMENT, THE CXL COMPLIANCE VERIFICATION SOFTWARE, AND ALL INFORMATION CONTAINED THEREIN.
CXL SHALL HAVE NO LIABILITY ARISING OUT OF ANY USE OF THE CXL SPECIFICATIONS, THE CXL COMPLIANCE PROGRAM, THE CXL COMPLIANCE PROGRAM & POLICIES DOCUMENT, AND THE CXL COMPLIANCE VERIFICATION SOFTWARE, OR ANY INFORMATION CONTAINED THEREIN, BY THE END USER OR ANY OTHER PARTY, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE.
NEITHER CXL, 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 USE OF THE LICENSE OR ANY OTHER USE OF THE CXL SPECIFICATIONS, THE CXL COMPLIANCE PROGRAM, THE CXL COMPLIANCE PROGRAM & POLICIES DOCUMENT, OR ANY INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL CXL 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 CXL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN THE EVENT THAT ANY LIABILITY IS NEVERTHELESS IMPOSED ON CXL UNDER THIS AGREEMENT FOR ANY REASON WHATSOEVER, THE AGGREGATE AMOUNTS PAYABLE BY CXL BY REASON THEREOF SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1000).
6. NOTICE REGARDING PCI-SIG UNIQUE VALUE. The following notice governs any PCI-SIG Unique Value which may be provided or contained in the CXL Specification:
NOTICE TO USERS: THE UNIQUE VALUE THAT IS PROVIDED IN [ANY CXL] SPECIFICATION FOR USE IN VENDOR DEFINED MESSAGE FIELDS, DESIGNATED VENDOR SPECIFIC EXTENDED CAPABILITIES, AND ALTERNATE PROTOCOL NEGOTIATION ONLY AND MAY NOT BE USED IN ANY OTHER MANNER, AND A USER OF THE UNIQUE VALUE MAY NOT USE THE UNIQUE VALUE IN A MANNER THAT (A) ALTERS, MODIFIES, HARMS OR DAMAGES THE TECHNICAL FUNCTIONING, SAFETY OR SECURITY OF THE PCI-SIG* ECOSYSTEM OR ANY PORTION THEREOF, OR (B) COULD OR WOULD REASONABLY BE DETERMINED TO ALTER, MODIFY, HARM OR DAMAGE THE TECHNICAL FUNCTIONING, SAFETY OR SECURITY OF THE PCI- SIG ECOSYSTEM OR ANY PORTION THEREOF (FOR PURPOSES OF THIS NOTICE, “PCI-SIG ECOSYSTEM” MEANS THE PCI-SIG SPECIFICATIONS, MEMBERS OF PCI-SIG AND THEIR ASSOCIATED PRODUCTS AND SERVICES THAT INCORPORATE ALL OR A PORTION OF A PCI-SIG SPECIFICATION AND EXTENDS TO THOSE PRODUCTS AND SERVICES INTERFACING WITH PCI-SIG MEMBER PRODUCTS AND SERVICES).
7. FEEDBACK; ASSURANCES BY END USER.
7.1 Feedback. If the End User provides any feedback, comments, or input related to the CXL Specifications, the CXL Compliance Program, or the CXL Compliance Program & Policies Document to CXL (“Feedback”), the End User hereby automatically grants to CXL a non-exclusive, worldwide, perpetual, transferable, royalty-free license to use the Feedback in CXL’s activities or
7.2 End User Indemnifies CXL 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 CXL and its successors, affiliates, and assigns, and its CXL 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 CXL or any of the other Indemnified Parties of the Feedback which was provided by End User.
8. CONSENTING TO CXL’S PRIVACY POLICY, GDPR INFORMED CONSENT AND CXL’S WEBSITE TERMS OF USE.
8.1 Access to CXL’s Privacy Policies and CXL’s Website Terms of Use . End User hereby acknowledges that it is hereby provided full access and notice of the following CXL documents:
(a) CXL’s Privacy Policy (hereinafter the ”CXL Privacy Policy”), a copy of which is available through this link: https://computeexpresslink.org/privacy-policy/.
(b) CXL’s European Union GDPR Informed Consent (hereinafter the ”GDPR Informed Consent”), a copy of which is available through this link: https://computeexpresslink.org/cxl-gdpr-informed-consent/.
(c) CXL’s Terms of Use governing CXL’s website (hereinafter the ”Website Terms of Use”), a copy of which is available through this link: https://www.computeexpresslink.org/terms-of-use.
8.2 Consenting to the CXL Privacy Policy , GDPR Informed Consent and CXL’s Website Terms of Use . End User hereby: (i) acknowledges and agrees that the CXL Privacy Policy, GDPR Informed Consent and CXL’s Website Terms of Use are hereby incorporated by this reference into this Agreement; and (ii) agrees and consents, as of the Effective Date (as such term is defined above), to the CXL Privacy Policy, GDPR Informed Consent and CXL’s Website Terms of
9. GENERAL PROVISIONS.
9.1 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.
9.2 Governing Law. This Agreement shall be governed by the laws of the State of Delaware (USA), without reference to conflict of laws CXL is entitled to an injunction for End User’s breach because money damages would not cure the harm from the breach.
9.3 Termination. This Agreement may be terminated by CXL, at CXL’s election, at any time, including (but not limited to) upon any breach by End User of any of the provisions of this Upon the termination, expiration or cancellation of this Agreement, regardless of the cause, all rights granted to End User hereunder, including without limitation the License, shall immediately cease.
9.4 Assignment of Agreement. End User shall not assign this Agreement (including without limitation the License) without the prior written consent of Any attempted assignment or transfer by End User without the prior written consent of CXL shall be null and void, and a breach of this Agreement.
9.5 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 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.
9.6 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
If You Have Questions: End User should contact CXL at admin@computeexpresslink.org if the End User has any questions about this Agreement.