1. WELCOME

Intel provides "vLab" as a resource to augment collaboration fostered by Intel Labs ongoing research engagements. All users of vLab are responsible for safeguarding the integrity of the environment and for ensuring that vLab is used properly. Accordingly, you - as a Researcher - acknowledge the importance of proper use of vLab and agree to abide by these Terms. If you have any questions about these Terms, please contact the Intel Labs vLab Program Manager. See key contact information at the end of these Terms.

2. ACCOUNT RESPONSIBILITIES

2.1 Authorized Use. You are permitted to use the resources of vLab for which you have been provided access only for the performance of research activities under currently funded Intel Labs research.

2.2 Account Management. You agree to protect your account from unauthorized use. Your account is personal and for your use only. You may NOT share your account with others, including students, colleagues or other research collaborators. You may not enable other access to the Network that would circumvent the Intel's access controls.

2.3 Passwords. When you are authorized by the Intel Labs vLab Program Manager to access and use vLab, you will be provided a User Password. You agree to keep confidential your User Password that allows access to vLab. Your User Password is for your use only. Keeping your User Password confidential includes not sharing it with others, writing it down where it can be easily found, sending it via email to anyone, or using tools that may expose it on a network. Note that the Intel Labs vLab Program Manager or support team will never request or need your User Password. Report any suspicious activity to the Intel Labs vLab Program Manager immediately.

2.4 Prohibited Use. You may not use vLab for any unauthorized purposes, including the following: (a) any use that violates any local, state, national, foreign or international statute, regulation, rule, order, treaty or other law; (b) using, or attempting to use, any aspect of vLab without authorization by the Intel Labs vLab Program Manager or for purposes other than the performance of approved research activities; (c) tampering or interfering with, obstructing or otherwise disrupting any aspect of vLab; (d) accessing, reading, using, modifying distributing, uploading or copying any other party's data, software or materials without appropriate prior authorization; (e) accessing or attempting to gain access any vLab resource or any other computing resource to which you are not authorized to access; (f) any prohibited use as set forth in Section 7 below.

2.5 Other Use Restrictions. You are responsible for complying with all use and activity restrictions imposed by your institution or employer, including any use of information, data and materials owned by such institution or employer, or any activity that is prohibited by such institution or employer.

2.6 Reporting Suspicious Activity. You are responsible for reporting, as soon as possible, suspicious activity on your account, or exposure or compromise of your User Password or access to any aspect of vLab. If you think your account has been compromised: report it immediately; do not open or modify your files; and do not execute any programs of unknown origin; do not use your account until the issue is resolved. Make a report to the Intel Labs vLab Program Manager. See key contact information at the end of these Terms.

3. INFORMATION AND DATA

3.1 Your Personal Information. Application information that you provide to vLab containing personal information are subject to the privacy policy of Intel Corporation. Please refer to the policy at: http://www.intel.com/sites/sitewide/en_US/privacy/privacy.htm.

3.2 Confidential or Proprietary Information. If you use any information or data that you consider to be confidential or proprietary, it is your responsibility to provide the necessary protection for such information or data in vLab. It is your responsibility to verify and ensure that vLab has sufficient protections to meet your requirements. In no event will Intel or vLab be liable or responsible for, and you will indemnify Intel and vLab for any claims that arise from, the loss of the confidential or proprietary nature of your information or data.

3.3 Regulated Data. Some data may not be explicitly confidential but may have use or disclosure restrictions imposed by law, regulation or policies, e.g. medical records, student records, personal identifying information, data considered "sensitive but unclassified" by the Federal government, etc. It is your responsibility to be aware of and comply with those requirements and do not use any such data in vLab unless you are providing or have confirmed that vLab is providing the necessary protections with respect to the use, processing or storage of such data. In no event will Intel or vLab be liable or responsible for, and you will indemnify Intel and vLab for any claims that arise from, any breach of such use or disclosure restriction.

3.4 Workload Instrumentation. You grant permission to Intel to instrument any workloads running in vLab and share such operational data with others at Intel. Workloads are instrumented so that Intel can evaluate and analyze how well a particular research activity is functioning or as otherwise needed for ongoing administration. This operational data can also be used to compare research methodologies.

3.5 Support Access and Monitoring. You grant permission to vLab to access and review your files in response to a request for technical support or for supporting diagnostic investigation of vLab. You understand and agree that all uses and data in vLab may be intercepted, monitored, recorded, copied, audited, inspected and disclosed to the Intel Labs vLab Program Manager for the protection and technical support of vLab, and if required by law, disclosed to law enforcement personnel and other governmental agencies, both domestic and foreign.

4. INTELLECTUAL PROPERTY

4.1 Publication. Access to vLab may include access to pre-release software or hardware. You hereby agree not to publish any information about vLab, whether such publication would report a good, bad or an indifferent view of vLab and its performance. You may however, publish results from your research activity conducted in vLab, consistent with the research engagement terms and conditions and provided you do not make any misleading, defamatory, libelous, obscene, infringing or otherwise objectionable statements about Intel or vLab, including any Intel employee, support staff, or other vLab user; and you acknowledge vLab on any papers, presentations, webpages or other publications as follows: "This work is supported by Intel and the Intel Labs vLab Program." You also agree to send a copy of each publication to the Intel Labs vLab Program Manager.

4.2 Software Licenses. All software used in vLab must be appropriately acquired and used according to the specified licensing. You may not use, copy or distribute any third party software or other materials unless you are licensed to do so. Some software installed in vLab may require special authorization in order to be used. In any event, you agree to abide to all applicable licensing terms, including open source licenses.

4.3 Trademarks. In no event will you use Intel's Trademarks, or any other party's Trademarks (for which it has been granted use permission), in a manner that infringes, derogates, dilutes or impairs the rights of the trademark owner.

5. TERM AND TERMINATION

5.1 Term. Your authorization to access and use of vLab terminates when your User Password expires as established by the Intel Labs vLab Program Manager.

5.2 Researcher Action. You may discontinue access and use of vLab at any time with 7 days advance written notice to the Intel Labs Program Manager. If you plan to suspend usage of vLab for over 14 consecutive calendar days, you will notify the Intel Labs vLab Program Manager to obtain approval, or otherwise your account may be suspended.

5.3 Breach. If you breach any of your obligations under these Terms and Agreement, or if there is suspicion of account compromise, system compromise, or malicious or illegal activity, the Intel Labs vLab Program Manager may suspend your account immediately and you will be notified. If such breach or suspicious activity is not resolved to the satisfaction of the Intel Labs vLab Program Manager, your account and access to vLab will be terminated. If you do not access and use vLab for 14 consecutive calendar days, your account may be suspended by the Intel Labs vLab Program Manager. In addition to the above actions, in the event of a breach of your obligations under these Terms, you may be liable for damages pursued to recoup costs incurred from unauthorized use of resources or incident response due to compromise or malicious activity, and your activities in violation of federal, state, or local law may be reported to the appropriate authorities for investigation and prosecution.

5.4 Effect of Termination. Prior to termination of access to vLab, you are responsible for removing and deleting any personal information, data and materials from vLab. Upon termination, any remaining information, data, and materials will be managed pursuant to the research agreement for which the access was granted.

5.5 Survival. The provisions of these Terms which by their nature are intended to survive will survive.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

6.1 Warranty Disclaimer. VLAB (INCLUDING ANY HARDWARE, SOFTWARE, SERVICES, ASSISTANCE, COMPUTING AND STORAGE RESOURCES, DATA CENTER MANAGEMENT, PERSONNEL, TECHNOLOGY, INFORMATION AND DATA) ARE PROVIDED "AS IS." TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL WARRANTIES, ON THE PART OF ANY PARTY, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

6.2 Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL INTEL OR VLAB BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING ANY DOWNTIME COSTS, LOST BUSINESS, REVENUES, OR PROFITS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), WHETHER OR NOT THAT PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH COSTS, EXPENSES, OR DAMAGES. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE.

6.3 Indemnification. You agree to indemnity, defend and hold harmless Intel and vLab from and against any third party claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys' fees) that such party may incur as a result of or arising from your (or anyone using your account) violation of these Terms.

7. EXPORT COMPLIANCE

7.1 Each party agrees to comply and to reasonably assist the other in complying with applicable government export and import laws and regulations. Further, each party agrees that unless authorized by applicable government license or regulation, including but not limited to U.S. authorization, it will not directly or indirectly export or re-export, at any time, any technology, software and/or commodities furnished or developed under this Agreement, or any other agreement between the parties, or its direct product, to any prohibited country (including release of technology, software and/or commodities to nationals, wherever they may be located, of any prohibited country) as specified in applicable export, embargo, and sanctions regulations. Note: All Intel partners performing "Fundamental Research" agree that all research findings are to be published in a timely manner with no restrictions. If restrictions are imposed by any party (i.e. USG, Intel, University Partner, Industrial Partner) the work defined as "fundamental research" is void and U.S. export regulations are thus imposed on all parties of the research. All Intel proprietary information that is not in the public domain is a minimum classification of EAR99 which is restricted for Embargoed Country nationals. In the event Intel seeks to transfer technology or source code under this Agreement with an export classification other than EAR99, Intel will, prior to release, provide the you and your organization's Office of Technology Licensing and Export Control Officer with the relevant Export Control Classification Number(s). This section will survive after termination or expiration of this Agreement

8. GENERAL PROVISIONS

8.1 Relationship of Parties. Nothing in these Terms will constitute, or be construed as creating, a joint venture, partnership or employment relationship between the parties, nor will any party have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party.

8.2 Entire Agreement. These Terms constitute the entire understanding of the parties with respect to use of vLab. However, you acknowledge that Intel may revise these Terms from time to time. Every provision of these Terms is severable from the others, and if a court of competent jurisdiction holds any provision to be invalid or unenforceable, in whole or in part, the validity and enforceability of the remaining part and other provisions will not be affected. Failure by any party to enforce any provision of these Terms does not constitute a waiver or affect its rights to enforce such provision, and a waiver by a party of any breach does not constitute a waiver of any subsequent breach. No waiver is binding unless made in writing and signed by the waiving party. No third party has any right to enforce any term of these Terms. You may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these Terms to anyone. Any such attempted assignment, delegation, or transfer will be null and void and will be deemed a breach of these Terms.

8.3 Governing Law. These Terms will be governed by the laws of the State of Delaware, excluding rules as to choice and conflict of law, and the courts of Delaware will have jurisdiction.

8.4 Notices. You will send all notices required under these Terms to the Intel Labs vLab Program Manager. See key contact information at the end of these Terms.

9. KEY CONTACT

9.1 Intel Labs vLab Program Manager