Download an Evaluation Copy of the CXL® 3.1 Specification
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COMPUTE EXPRESS LINK CONSORTIUM, INC.
EVALUATION COPY AGREEMENT – as of November 10, 2020
THIS EVALUATION COPY AGREEMENT (“Agreement”), dated as of the Effective Date (as defined below), governs the access and use of the CXL Specification (as defined herein), which is owned by Compute Express Link Consortium, Inc., a Delaware nonprofit corporation (“CXL”).
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 OR OTHER USER THAT IS IDENTIFIED IN THE DOWNLOADING PROCESS (HEREINAFTER, THE “END USER”). THIS AGREEMENT GOVERNS THE ACCESS AND USE OF THE CXL 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 (AND ALL OF CXL’S PRIVACY POLICIES AND CXL’S TERMS OF USE WHICH GOVERN CXL’S WEBSITE) 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 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 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 CXL 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 “CXL Specification” means the evaluation copy of the following CXL specification: CXL 3.1 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, CXL grants the End User a non-exclusive, non-sublicensable, non-assignable, non-transferable, worldwide, royalty-free copyright license to use this CXL Specification solely for 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 CXL Specification.
(iii) Except for the limited internal evaluation purpose 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 any kind of license to implement the CXL Specification, any other CXL standards, or any other Intellectual Property Rights owned by CXL.
(iv) This Agreement does not independently bestow on the End User (either expressly, impliedly or by estoppel) any of the benefits or rights of a Member of CXL, including without limitation any rights or protections granted to CXL Members under CXL’s Intellectual Property Policy, Bylaws, or any other policies, procedures or documents that govern CXL or its CXL Members (“CXL Governing Documents”). In order to be 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 THE END USER IS NOT A MEMBER OF CXL 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 EVALUATION LICENSE DOES NOT GIVE THE END USER ANY OF THE RIGHTS GRANTED TO CXL MEMBERS UNDER THE CXL GOVERNING DOCUMENTS.
2.3 CXL’s Reservation of its Rights Except for the limited Evaluation License in Section 2.1, CXL retains and reserves all rights, title and interest in and to all of the CXL Specification, all other CXL standards, all CXL trademarks/service marks, and all other CXL Intellectual Property Rights.
3. DISCLAIMERS BY CXL; LIMITATION OF CXL’S LIABILITY. END USER ACKNOWLEDGES AND AGREES THAT THE CXL SPECIFICATION AND ALL INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND THAT NEITHER CXL NOR ANY CXL MEMBERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CXL SPECIFICATION. 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 SPECIFICATION AND THE INFORMATION CONTAINED THEREIN.
CXL SHALL HAVE NO LIABILITY ARISING OUT OF ANY USE OF THE CXL SPECIFICATION BY END USER, ANY OF ITS CUSTOMERS, 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 LICENSE TO USE, OR ANY OTHER USE OF, THE CXL SPECIFICATION.
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).
4. NOTICE REGARDING PCI-SIG UNIQUE VALUE. The following notice governs any PCI-SIG Unique Value which may be provided or contained in the CCIX Specification:
NOTICE TO USERS: THE UNIQUE VALUE THAT IS PROVIDED IN ANY CXL SPECIFICATION IS 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).
5. FEEDBACK; ASSURANCES BY END USER.
5.1 Feedback. If the End User provides any feedback, comments, or input related to the CXL Specifications 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 the CXL Specification or in any other aspect of CXL’s specification development activities or operations.
5.2 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.
6. CONSENTING TO CXL’S PRIVACY POLICY, GDPR INFORMED CONSENT AND CXL’S WEBSITE TERMS OF USE.
6.1 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:
(i) CXL’s Privacy Policy (hereinafter the ”CXL Privacy Policy”), a copy of which is available through this link: https://www.computeexpresslink.org/privacy-policy-1.
(ii) CXL’s European Union GDPR Informed Consent (hereinafter the ”GDPR Informed Consent”), a copy of which is available through this link: https://www.computeexpresslink.org/gdpr-informed-consent.
(iii) 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.
6.2 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 Use.
7. GENERAL PROVISIONS.
7.1 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.
7.2 Governing Law. This Agreement shall be governed by the laws of the State of Delaware (USA), without reference to conflict of laws principles. CXL is entitled to an injunction for End User’s breach because money damages would not cure the harm from the breach.
7.3 Termination. This Agreement may be terminated by CXL, at CXL’s election, upon the breach by End User of any of the provisions of this Agreement. 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.
7.4 Assignment of Agreement. End User shall not assign this Agreement (including without limitation the Evaluation License) without the prior written consent of CXL. 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
7.5 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 rig
ht. 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.
7.6 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 jurisdiction.