LICENSE

Intel Research Use License Agreement 

By using or distributing any portion or element of the Material, You agree to be
bound by this Agreement.

1.Definitions.
“Agreement” means the terms and conditions for use, reproduction and
distribution of the Material set forth herein. “Material” means model weights or
other software Intel makes available to you under this Agreement. “You” or
“Your” means you, or your employer or any other person or entity (if you are
entering into this Agreement on such person or entity’s behalf), of the age
required under applicable laws, rules or regulations to provide legal consent
and that has legal authority to bind your employer or such other person or
entity if you are entering in this Agreement on their behalf.

2. License. 
Intel grants to You, a limited, non-transferable, non-sublicensable,
non-exclusive, worldwide, royalty-free, license under Intel’s copyrights in the
Material, to use, reproduce, display, and distribute the Material solely for
research purposes. 

2.1 Restrictions. 
Except as authorized above, You will not: (a) use Material in any other way; (b)
reverse engineer, decompile, or disassemble the Material, or (c) use Material to
violate or aid in the violation of any international human right.

2.2 No Implied License. 
Except for the express license in Section 2, Intel does not grant You any
express or implied license under any legal theory. Any other licenses from Intel
require additional consideration. Nothing in this Agreement requires Intel to
grant any additional license.

3. Third party programs. 
Your use of certain third-party software with or within the Material is subject
to your compliance with licensing you obtain directly from that third-party. A
listing of any such third-party software may accompany the Material.

4. No Warranty. 
The Material is provided “as is,” without any express or implied warranty of any
kind including warranties of merchantability, non-infringement, title, or
fitness for a particular purpose. The Material may be pre-release and may not be
fully functional. Intel is not required to maintain, update, or support any
Material. You are solely responsible for determining the appropriateness of
using or distributing the Material and assume any risks associated with Your use
of the Material.

5. Limitation on Liability. 
IN NO EVENT WILL INTEL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY
LOST PROFITS OR DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT,
SPECULATIVE, SPECIAL OR CONSEQUENTIAL DAMAGES) WHATSOEVER ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT (EVEN IF INTEL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES).

6. Term and Termination. 
The term of this Agreement will commence upon Your acceptance of this Agreement
or access to the Material and will continue in full force and effect until
terminated in accordance with the terms and conditions herein. Intel may
terminate this Agreement if You are in breach of any term or condition of this
Agreement. Upon termination of this Agreement, You shall delete and cease use of
the Material. Sections 4, 5 and 7 will survive the termination of this
Agreement.

7. Governing Law and Jurisdiction. 
All disputes will be governed by the laws of the United States of America and
the State of Delaware without reference to conflict of law principles and
subject to the exclusive jurisdiction of the state or federal courts sitting in
the State of Delaware, and each party agrees that it submits to the personal
jurisdiction and venue of those courts and waives any objections.