License Agreements

License Agreement
Intel® Skills for Innovation Program Content

This Intel® Skills for Innovation License Agreement (the “License Agreement”) is between you, or the company or other legal entity (“Licensee”) that you represent and warrant you have the legal authority to bind, and Intel Corporation (“Intel”) having its principal office at 2200 Mission College Boulevard, Santa Clara, CA 95052 USA) for your participation in the Intel® Skills for Innovation Program (the “Program”). By clicking in the acceptance checkbox, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, or do not have legal authority or the required age to agree to these terms, do not click in the checkbox and you will not be allowed to participate in the Program.

Recitals

WHEREAS, Intel Corporation has developed the Intel® Skills for Innovation Program (the “Program”), which is designed to help Licensee teach skills for innovation concepts effectively to learners.

WHEREAS, Intel and Licensee wish to enter into an agreement to grant Licensee a license to access, and in some instances share, Course Materials pursuant to the terms of this License Agreement, for use by learners of the Intel® Skills for Innovation Program.

Agreement

THEREFORE, in consideration of the mutual covenants and promises contained in this License Agreement, the parties agree as follows:

  • 1. Definitions. All capitalized terms used in this License Agreement have the following meanings.
    • 1.1. “License Agreement” means this document, as it may be amended from time to time.
    • 1.2. “Course Content” means all activities, modules, resources, documents, and other materials, developed and/or owned by Intel, provided either online, including on the Hosting Platform, on CD or other digital media, or in print form, that collectively comprise the components of the Intel® Skills for Innovation Program. This may include, but is not limited to:
      • 1.2.1. “Professional Development Content”:
        • Training Materials for Licensee’s Trainers (i.e., Licensee engaged training agency or facilitators participating in the Program) including trainers' guide and trainers' presentation material
        • Training Materials for Licensee’s End Users (i.e., Licensee’s teachers and employees participating in the Program) including orientation materials and presentation materials
        • Program Content including SCORM or COMMON CARTRIDGE objects for the actual course content, all text and visuals, sample activities, articles, and lesson plans
        • Course completion certificates
      • 1.2.2. “Starter Pack Content":
        • Training Materials for Licensee’s Trainers including trainers' guide, trainers' presentation material, and trainers' resources (observation forms, checklist for trainers)
        • Training Materials for Licensee’s End User including orientation materials, presentation materials, and feedback forms
        • Program Content including educator’s guides, teaching slides, SFI documentation for innovation skills, additional resources in working files (installation guides, worksheets, answer keys, etc.)
        • Course completion certificates (individual courses and complete Pillar of courses) and school recognition certificates
      • 1.2.3. “Hosting Platform”
        • The online platform provided by Intel to host Course Content and any other Hosting Platform content, currently existing on skillsforinnovation.intel.com
        • Platform Activities on the Hosting Platform that may include but not limited to webinars and contests
        • Platform Content on the Hosting Platform that may include but not limited to articles, discussions, and community-generated content
        • Platform Dashboards on the Hosting Platform that may include but not limited to providing analytics on Licensee’s End User course completion and certification status
    • 1.3. “Intel Marks” means any trademark of Intel’s, including but not limited to, the Licensed Logo.
    • 1.4. “Licensed Logo” means the Intel® logo as set forth in Exhibit A.
    • 1.5. “Intel Skills for Innovation Campaign Graphic” image as set forth in Exhibit C.
  • 2. Grant to use the Products and Course Content
    • 2.1. Subject to Licensee’s compliance with the terms of this License Agreement, Intel grants a non-exclusive, non-transferable, royalty-free, revocable license (without the right to sub-license) to Licensee to:
      • (a) access the Course Content defined in Section 1.2;
      • (b) make the Professional Development Content defined in Section 1.2.1. available to Licensee’s Trainers and Licensee’s End Users for professional development;
      • (c) make the Starter Pack Content defined in Section 1.2.2. available to Licensee’s Trainers, Licensee’s End Users, and student enrollees of the Program; and
      • (d) make the Hosting Platform defined in Section 1.2.3 available for a period of 1 year to Licensee’s End Users provided that they complete the registration process and accept applicable terms and conditions.
    • 2.2. The Licensee shall not in any way modify, alter, translate, or create derivatives of the Course Content except as described in subsection 2.2.a below. Intel reserves the right to review the Course Content as made available by Licensee to its Program enrollees. If requested by Intel, Licensee will make reasonable efforts to include updates or changes to the Course Content. Updated Course Content shall be subject to review and confirmation by Intel to ensure compliance with this License Agreement, such confirmation not to be unreasonably withheld.
      • (a) Licensee may modify, alter, translate, update, or create derivatives of the Course Content only under the following circumstances:
        • a.1.1.1. pursuant to an adaptation plan approved in advance by Intel,
        • a.1.1.2. based upon localized scripts provided to Licensee by Intel or at Intel’s direction,
        • a.1.1.3. to include co-branding only in designated space of Course Content.
        • a.1.1.4. to Starter Pack Content excluding Intel Marks or Intel Logo, or the Intel® Skills for Innovation Campaign Graphic (“brain image”).
      • (b) Intel owns and retains all intellectual property rights in the Course Content.
      • (c) Licensee hereby grants to Intel a worldwide, exclusive, royalty-free, perpetual, irrevocable license (with the right to sublicense) to the Course Content as adapted by Licensee pursuant to Section 2.2.a to use, distribute, modify, and make derivatives thereof.
    • 2.3. Hosting and Accessing Materials online: If Licensee wishes to post any Course Content on any web site consistent with the terms herein, the website must be protected by a username and password. If Licensee wishes to access any Course Content from the Hosting Platform, each Licensee End User shall register and accept applicable terms and conditions. Intel retains the right to terminate the Hosting Platform for any reason provided that Intel gives a 6-month notice to the Licensee. Pursuant to Section 7, Intel may terminate the Hosting Platform immediately, at any time, if Licensee is in material breach of any of its terms and conditions.
    • 2.4. Reporting Obligation:Licensee agrees to report to Intel the number of Licensee’s Trainers, Licensee’s End Users, and student enrollees who complete the Professional Development and/or Starter Pack Courses. Licensee shall report the results by email at the end of each calendar quarter to the Intel Contact named in this document.
    • 2.5. Fees:If Licensee’s Program enrollees are registered to receive professional development credit for which Licensee or the course enrollees must pay a fee to obtain such credit, then Licensee may charge a reasonable fee to course enrollees to satisfy the requirements of obtaining the credit.
  • 3. Trademark License Grant. Subject to Licensee’s full compliance with the terms of this License Agreement, Intel grants to Licensee a non-exclusive, non-transferable, royalty-free, revocable license without the right to sublicense to use the Licensed Logo solely on Course Content created pursuant to Section 2.2.a. This license grant does not include the right to use the Intel Marks on any other material promoting the content such as print advertising, its external website, website advertising and printed marketing documents (such as written fliers or written brochures) or promotional items such as mugs, pens, pencils, mouse pads, cups, toys or t-shirts, without prior written permission from Intel. This license grant applies only to the Licensed Logo and does not extend to any other trademark used or registered by Intel.
  • 4. Proper Usage of the Trademark/Quality Control
    • 4.1. Licensee agrees to comply with the logo usage guidelines set forth in this Section 4 and in Exhibit B, which upon reasonable written notice, may be amended from time to time at Intel’s sole discretion.
    • 4.2. Licensee must not alter the Licensed Logo in any way or integrate the Licensed Logo or Intel Marks into any of its own trademarks, logos, or designs or those of third parties.
    • 4.3. Licensee shall reproduce the Licensed Logo solely from the electronic files provided by Intel to the Licensee.
    • 4.4. Licensee further agrees to not use the Licensed Logo in any manner that creates confusion as to the source, sponsorship, or association of the Licensee with Intel or that in any way indicates to the public that Licensee is a division or affiliate of Intel or otherwise related to Intel.
    • 4.5. Licensee must display the Licensed Logo so that the Licensed Logo stands alone in terms of commercial impression.
    • 4.6. Licensee must use the Licensed Logo with the ® and  symbols as set forth in the Exhibit A and will identify the Licensed Mark as a trademark of Intel Corporation with each use by using the following legend on the front or landing page of the Course Content:
      “The Intel® Skills for Innovation Program Content was developed by Intel Corporation. Copyright © Intel Corporation. All rights reserved. Intel and the Intel logo are trademarks of Intel Corporation or its subsidiaries in the U.S. and/or other countries. *Other names and brands may be claimed as the property of others.”
    • 4.7. Licensee will only display the Licensed Logo in a positive manner. Licensee will not use the Licensed Logo in any way to disparage Intel, Intel’s products or services, or in any manner which would diminish or otherwise damage Intel’s goodwill, 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 to encourage unlawful activities.
    • 4.8. Licensee may use the Licensed Logo only in connection with products or services that meet or exceed the quality and performance standards customary in the industry and commensurate with Licensee's overall reputation for high quality products or services.
    • 4.9. Licensee must provide Intel with preview copies of all materials displaying the Licensed Logo before use, display or publication for Intel’s express approval in writing (physical or electronic). Licensee must not display, publish, or use any materials displaying the Licensed Logo absent this approval. Additionally, Intel may randomly review and inspect Licensee materials displaying the Licensed Logo and Licensee must reasonably cooperate in providing Intel access to these materials. Licensee must modify materials displaying the Licensed Logo that may be requested by Intel and are required to comply with this Agreement.
  • 5. Protection of Interest
    • 5.1. Acknowledgment of Rights. As between Intel and Licensee, Licensee acknowledges Intel’s exclusive rights to the Licensed Logo and the Intel Marks and all goodwill associated with the marks, and acknowledges that all use of the Licensed Logo inures to the sole benefit of Intel. Licensee must not challenge Intel’s exclusive ownership rights in the Licensed Logo and the Intel Marks and must take no action inconsistent with Intel’s rights in the marks. Licensee must not adopt, use, apply to register and/or register as its own trademark any word or design confusingly similar to or likely to dilute one of the Licensed Logo or the Intel Marks. If Licensee acquires any rights in, or registration(s) or application(s) for the Licensed Logo or the Intel Marks by operation of law or otherwise, Licensee must immediately and at no expense to Intel assign those rights, registrations, and applications to Intel, along with all associated goodwill.
    • 5.2. Enforcement. If Licensee becomes aware of any unauthorized use of the Licensed Logo or the Intel Marks by a third party, Licensee must promptly notify Intel in writing, and must provide reasonable cooperation, at Intel’s expense, in any enforcement of Intel’s rights. The right to enforce Intel’s rights in the Licensed Logo and the Intel Marks rests entirely with Intel and may be exercised in Intel’s sole discretion. Licensee must not commence any action or claim to enforce Intel’s rights in the Licensed Logo or the Intel Marks.
  • 6. Indemnity
    • Intel will defend and/or settle (in its sole discretion) any claim threatened against Licensee or brought in any suit or proceeding against Licensee based on an allegation that the Licensed Logo, as used by Licensee under this Agreement, infringes or violates the trademark rights of another, and Intel will pay all damages, costs and fees finally awarded against Licensee and exclusively attributable to the claim, provided that:
      (A) Licensee promptly notifies Intel in writing of the claim,
      (B) Intel solely controls and conducts the defense and/or settlement of the claim,
      (C) Licensee fully and timely cooperates and provides all requested authority, information and assistance to Intel, at Intel’s expense, and
      (D) at Intel’s instruction, Licensee immediately ceases use of the challenged Licensed Mark(s).
      In the event of a claim or threatened claim against Intel or Licensee challenging the Licensed Logo, Intel may terminate, immediately on written notice, all or a part of this Agreement and Licensee will immediately cease use of the Licensed Logo. Intel will not be responsible for damages, costs, or fees awarded to the extent those amounts reflect Licensee’s continued use of the challenged Licensed Logo contrary to Intel’s instructions to cease use. This indemnity does not cover damages that Licensee could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.
    • 6.2. Licensee will defend and/or settle (in its sole discretion) any claim threatened against Intel or brought in any suit or proceeding against Intel concerning (a) Licensee’s use of the Licensed Logo in violation of this Agreement (unless Intel in its sole discretion chooses to retain control over the defense and/or settlement of the claim), or (b) Licensee’s advertising, marketing, promotion, distribution or sale of its services, and Licensee will pay all damages, costs and fees finally awarded against Intel and exclusively attributable to the claim, provided that:
      (A) Intel promptly notifies Licensee in writing of the claim,
      (B) Licensee solely controls and conducts the defense and/or settlement of the claim, and
      (C) Intel fully and timely cooperates and provides all requested authority, information, and assistance to Licensee, at Licensee’s expense.
      In the event of a claim or threatened claim against Intel or Licensee concerning Licensee’s advertising, marketing, promotion, distribution or sale of its services, Intel may terminate, immediately on written notice, all or part of this Agreement, and Licensee will immediately cease use of the Licensed Logo. This indemnity does not cover damages that Intel could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.
  • 7. Term and Termination
    This Agreement shall commence on the day this License Agreement is Accepted and shall continue in full force and effect. Intel may terminate this License Agreement immediately, at any time, if Licensee is in material breach of any of its terms and conditions.
  • 8. General Terms
    • 8.1. Relationship Between the Parties. No agency, partnership, joint venture, franchise, or employment relationship is created between Intel and Licensee as a result of this License Agreement. Neither party is authorized to create any obligation, express or implied, on behalf of the other party.
    • 8.2. LIMITATION OF LIABILITY:
      • 8.2.1. Nothing in this License Agreement shall operate to exclude or limit either party’s liability for: death or personal injury caused by its negligence; fraud; or any other liability which cannot be excluded or limited under applicable law.
      • 8.2.2. With the exception of Section 9.2.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • 8.3. Assignment: The rights granted to Licensee hereunder are personal, and Licensee may not assign or otherwise transfer this License 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 Licensee’s business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of Intel, which consent Intel shall not unreasonably withhold..
    • 8.4. Choice of Law and Jurisdiction:
      • a. If Licensee’s principal place of business is in the U.S., the validity, construction and performance of this Agreement shall be governed by U.S. federal law and the laws of the State of Delaware without reference to conflict of laws 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 and venue in the state and federal courts within Santa Clara County, California.
      • b. If Licensee’s principal place of business is in a country outside of the U.S. (other than the Russian Federation), the validity, construction and performance of this Agreement shall be governed by the laws of that country without reference to conflict of laws principles. Any dispute arising out of this Agreement shall be brought in and the parties consent to personal and exclusive jurisdiction of the courts of the relevant country capital or in the jurisdiction of Intel’s authorized legal counsel.
      • c. If the Licensee’s principal place of business is in the Russian Federation, the validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, USA without reference to conflict of laws principles. Any dispute or controversies that may arise out of or in relation to this Agreement shall be subject to consideration, to the exclusion of the courts of law, by the Arbitration Court in Stockholm, Sweden, in accordance with the rules of procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. The Court’s award shall be final and binding on the Parties.
    • 8.5. Severability: If any provision of this License 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 court’s determination causes this License Agreement to fail in any of its essential purposes.
    • 8.6. Entire Agreement: This License Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and superseded all proposals, oral or written, all negotiations, conversation, and/or discussions between the parties relating to this License Agreement. This License Agreement may not be modified except in writing signed by authorized representatives of both parties.

ACKNOWLEDGEMENT: BY CLICKING THE ACCEPT BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO REPRESENT THAT YOU HAVE THE SUFFICIENT PERMISSIONS, CAPACITY, CONSENTS AND AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT ON BEHALF OF YOUR AGENCY OR ORGANIZATION.

EXHIBIT A

                    

EXHIBIT B

Intel® Brand Logo Trademark & Logo Usage Guidelines, as attached.

EXHIBIT C

The Intel® Skills for Innovation Campaign Graphic: this image is NOT to be used in any other form, nor on any other materials except as already provided by Intel within the Intel® Skills for Innovation Program Content, without express written permission from Intel.

Do not reproduce this graphic on any website, merchandise, or other content or materials without express written permission from Intel.

To request permission to use, as well as how to obtain the high-resolution graphics design files, please send an email to skillsforinnovation@intel.com Your email will be answered within three business days.

Usage guidance:

  • Please preserve the integrity of the design, and use the image as provided.
    • Do not position any other content on top of the image.
    • Do not make any color changes to any part of the image.
    • Do not alter any of the text within the circles.
  • Minimum size: there’s a version without text in the circles, for small-size use. Please use as provided, and do not add any text to any of the circles. [need specs for min. size]

Images below are for example purpose ONLY! Do not use – please email to ask permission and obtain proper digital files per above paragraph.