GRAPHCORE
END USER LICENSE AGREEMENT
CAREFULLY READ THIS END USER LICENSE AGREEMENT
("AGREEMENT"). BY CLICKING THE "ACCEPT" OR
"AGREE" BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR
USING THE SOFTWARE, YOU AGREE FOR YOURSELF AS WELL AS ON BEHALF OF LICENSEE TO
BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" OR
"AGREE" BUTTON OR ACCESS, DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. Definitions.
"Graphcore" means Graphcore, Limited, a
UK limited company, with a place of business at 11-19 Wine Street, Bristol, BS1
2PH, UK.
"Graphcore Device" means an IPU-based
computing system comprised of one or more IPU processors integrated into, among
other things, computing cards, servers, or racks, and manufactured and marketed
by or for Graphcore.
“IPU” means a processor designed for machine
intelligence and computational graph processing, including Graphcore’s
Intelligent Processor Unit.
"Licensee" means the individual,
corporation or other legal entity to which Graphcore has licensed the software
for use as described herein.
“Open Source Excluded License” means any version of
the GNU General Public License (GPL), Lesser/Library GPL (LGPL), Mozilla Public
License, Common Public License (CPL), Affero GPL
(AGPL), Eclipse Public License (EPL) or any other license for software where
the license includes terms providing that (a) a licensee of the software is
authorized to make modifications to, or derivative works of, the source code
for the software, and (b) upon the distribution of the software, the licensee
is under an obligation to distribute the modifications or derivative works in
source code form, either with the distribution of the software or upon request
by the recipient of the software, under the same or equivalent terms as the
license.
"Software" means any one or more of the developer
tools, libraries, runtimes and drivers, together with any Updates and accompanying
documentation, that are provided by Graphcore in connection with the use and/or
implementation of one or more Graphcore Devices, but excluding any third-party
files, programs or other materials.
"Update" means any updates, bug fixes,
maintenance releases and the like, if any, to the Software that Graphcore may,
in its sole discretion, make generally available to all of its then-current
licensees of the Software.
"User" means a person using this Software
on behalf of Licensee.
2. Intentionally left
blank.
3. License Grants.
(a) Subject to the terms
and conditions of this Agreement including the timely payment of any and all
fees (if any), Graphcore grants to Licensee the following personal,
non-exclusive, non-transferable, non-sublicensable licenses under Graphcore's intellectual property rights as embodied in the
Software on one or more computers exclusively controlled by Licensee: to install and use for the sole purpose of
developing, synthesizing, testing, verifying and executing programs on
Graphcore Devices.
(b) Limited Distributable Components License.
(1) Certain Definitions. "Distributable
Component(s)" means those files supplied by Graphcore that are either
Software or designated files within certain Software and that are identified by
Graphcore in the associated text file or associated documentation as “redistributable”,
“restricted redistributable” or the like so as to clearly identify such
Software or files as distributable pursuant to this Agreement. Such Distributable Components may be a
library, a device driver, or firmware. Distributable
Components may be supplied by Graphcore in either source code form (hereafter
"Modifiable Form"), or in compiled form otherwise known as “object
code” or “binary” (hereafter "Restricted Form").
(2) Modifiable Form. For Distributable Components supplied
by Graphcore in Modifiable Form, Licensee may modify such Distributable
Components, provided that the modifications are for use only with a Graphcore
Device or to integrate a Graphcore Device in a product. Licensee makes all modifications at its own
risk; Graphcore provides no warranty of any kind for a modified Distributable
Component. Further restrictions on use
and distribution rights are provided below.
(3) Restricted Form. For
Distributable Components supplied by Graphcore in Restricted Form, Licensee may
not modify such Distributable Components, and may use such Distributable
Components only with a Graphcore Device or to integrate a Graphcore Device in a
product. Further restrictions on use and
distribution rights are provided below.
(4) Distribution Rights. Subject to the terms of this
Agreement, Licensee may distribute Distributable Components so long as such
Distributable Components have been converted into a machine executable binary form
and are provided in object code form; provided, Distributable Components when
supplied by Graphcore in Modifiable Form may be distributed as-modified by
Licensee in source code form if the distributee has a
valid license from Graphcore to use the same underlying Software in Modifiable
Form. Additionally, any subsequent
recipient of the Software must agree in writing that the Distributed Components
are to be used only with a Graphcore Device, and in a manner that is consistent
with this Agreement, except that a subsequent recipient shall not have any
further Distribution Rights unless the subsequent recipient has obtained a
license directly from Graphcore with Distribution Rights.
(c) Third-Party Licenses, Open Source Excluded Licenses.
Certain files, programs or other materials distributed to Licensee in connection
with the Software may originate from third-party licensors and are licensed to
Licensee not under the terms and conditions of this Agreement, but rather
pursuant to the terms and conditions of the applicable licenses that appear
upon installation, acceptance and/or activation of the Software and/or are
contained or described in the corresponding release notes or other
documentation or header or source files. Such files, programs or other
materials may be subject to the terms of an open source or free software
license. Licensee agrees to carefully review and abide by the terms and
conditions of these licenses to the extent that they govern the Software and/or
such files, programs or other materials. Provided, Licensee shall not use
Software together with third party software that is the subject of an Open
Source Excluded License. Notwithstanding
the foregoing, as between Graphcore and Licensee, to the maximum extent
permitted by applicable law and if not prohibited by any such third-party
licenses, all such third-party files, programs or other materials shall be
deemed covered under Sections 10 (Disclaimers) and 11 (Limitation of Liability)
and 14(c) (Governing Law) of this Agreement.
(d) Evaluation License. Licensee
acknowledges that the license grants at Sections 3(a) and 3(b) above do not
apply if Licensee’s use of the Software is primarily for evaluation. If Licensee’s primary use of the Software is
for evaluation, Graphcore hereby grants Licensee a personal, non-exclusive,
non-transferable, non-sublicensable licenses under Graphcore's
intellectual property rights as embodied in the Software on one or more computers
exclusively controlled by Licensee: to
install and use the Software only for non-production, internal business
evaluation in connection with the potential purchase of a Graphcore Device or internal
business use of a Graphcore Device.
Licensee shall ensure that Licensee’s Users comply with this
Agreement. Upon completion of the
evaluation according to a separately agreed evaluation period or six (6) months
if no such period has been agreed, Licensee i) shall
return the Graphcore Device (if in Licensee’s possession) together with any
original packaging, and ii) immediately cease using the Software and destroy
all copies in Licensee’s possession.
(e) Feedback. Should Licensee provide Graphcore with
feedback of any kind relating to Software or Graphcore Device, then Licensee
hereby grants a non-exclusive, royalty-free, irrevocable license to Graphcore
to use, implement, make derivative works of, and make, have-made, sell, offer
to sell and import, Software and Graphcore Devices incorporating such feedback. Licensee represents and warrants that Licensee
has all rights to provide the feedback and terms of use of the feedback to
Graphcore.
4. Restrictions.
(a) Special Use Restrictions. No right is granted
hereunder to use the Software or any binary generated
by use of the Software for use that is not i) in conjunction
with a Graphcore Device, or ii) for the integration of a Graphcore Device into
another product. Specifically, no right
is granted hereunder to design, test, program or develop executable programs for
non-Graphcore Devices. Further, in the
event that Software includes any further restrictions on use beyond what is
provided in this Agreement in the text file(s) associated with the Software,
associated documentation or other notification accompanying the Software, then
Licensee must abide by any and all of such further restrictions on use.
(b) No Tampering with Graphcore Device. If a Graphcore Device is provided with
certain features disabled or locked, then the Software shall not be used to
circumvent or hack into the disabled or locked features and Licensee shall not
directly or indirectly attempt to activate or inactivate the disabled or locked
features of the Graphcore Device without the prior written authorization of Graphcore.
(c) General Restrictions. Except and only to the extent
otherwise expressly allowed in this Agreement, Licensee is not licensed to, and
agrees not to: (i) decompile, translate,
reverse-engineer, disassemble, or otherwise reduce to human readable form the
Software or the data files generated by the Software; (ii) transmit the
Software or display the object code of the Software on any computer screen, or
make any hard-copy memory dumps of the object code; (iii) use in or for any
unlawful or malicious purpose including for the creation or spread of viruses,
or to deceive or mislead; (iv) except as otherwise agreed in writing with
Graphcore, publish or disclose the results of any comparisons including benchmarking
of the Software or Graphcore Devices with other software or devices, or use
such results for any other software or hardware development activities; (v)
make any copies of the Software, except to make one (1) copy of the Software in
machine-readable form solely for backup purposes; (v) modify or prepare
derivative works of the Software, in whole or in part; (vi) make available
discretely or as a service, hypothecate, rent, lease, loan, lend, time-share,
sublicense, distribute or otherwise transfer the Software to any other
individual, corporation or other legal entity; or (vii) remove, alter or
obscure any product identification, ownership or intellectual property rights
notices on or in the Software.
(d) Users also Restricted.
For the avoidance of doubt, the restrictions contained in this Section 4
extend to Users and to that end, Licensee shall be liable for any act or
omission of a User that results in the violation of this Section 4.
(e) No Conflict with Other Agreement. If Licensee and Graphcore have entered into a
mutually signed agreement relating to Software, then in the event of conflicting
terms with this Agreement, then those conflicting terms in the mutually signed
agreement take precedence over this Agreement.
5. Payment; Taxes.
(a) Payment. Should any licensed Software require the
payment of a fee, then such fee information will be provided in the separate
documentation associated with such licensed Software.
(b) Transfer Taxes. The amounts payable to Graphcore
pursuant to this Agreement are exclusive of any sales, use or other taxes or
governmental charges. Licensee shall be responsible for payment of all
such taxes or charges, except for any taxes based solely on Graphcore's
net income. If applicable, Licensee will provide Graphcore with a valid
certification of any exemption from tax or reduced rate of tax imposed by any
applicable taxing authority at the time of order.
(c) Withholding Taxes. If Licensee is required by
applicable law to apply withholding taxes, Licensee shall provide Graphcore
with advance notification of the requirement to apply such taxes and shall take
all allowable actions requested by Graphcore that will reduce the withholding
tax liability regarding transactions under this Agreement, including, but not
limited to, applying on its own or on Graphcore's
behalf for reduced withholding rates, concessionary tax rates or other favourable
tax treatment. Licensee shall comply with applicable tax laws and
regulations at its sole expense. Licensee will assist Graphcore's
efforts to obtain allowable tax credits or deductions for withholding taxes by
providing to Graphcore, in a form acceptable to Licensee, original or certified
copies of tax payments receipts or other evidence of payment of taxes withheld
by Licensee regarding payments made under this Agreement.
6. Ownership. Licensee acknowledges and agrees
that all intellectual property and industrial rights in and to the Software and
all copies thereof are and will remain the sole property of Graphcore including
any and all trade secrets, copyright, mask works, and patent rights (or its
licensors, as applicable). Nothing contained in this Agreement will be
construed as conferring by implication, estoppel or otherwise upon Licensee any
license or other right except the licenses and rights expressly granted to
Licensee in Section 3 (License Grants) including associated restrictions and at
Section 4 herein. The Software is protected by laws and international
treaty provisions covering intellectual property rights and trade secrets.
With respect to any files, programs or other materials distributed in
connection with the Software that have been licensed to Graphcore from third
parties and which are not governed by a separate license as mentioned in
Section 3(c) (Third-Party Licenses) above, such third parties are intended
third-party beneficiaries of the terms of this Agreement.
7. Confidentiality. Licensee shall: (a) maintain the
confidentiality of the Software as the proprietary trade secrets of Graphcore
(or its licensors, as applicable); (b) not make the Software available in any
form to any person other than to its Users who have a genuine "need to
know" for purposes authorized by this Agreement, and who are bound by
obligations of confidentiality no less protective of Graphcore (or its
licensors, as applicable) than those contained herein; and (c) to the extent
Licensee is exercising Distribution Rights, then any distributees
must be bound to keep the Software confidential on terms that are consistent
with this Section 7. Licensee represents to Graphcore that it maintains a
system of confidentiality consistent with commonly accepted practices to
protect its own confidential business information, including written agreements
with its Users, and that the Software will be protected by such a system to the
same extent, but in no event with less than reasonable care.
8. Updates. Graphcore
reserves the right to make changes to the Software at any time, without notice.
While Graphcore is not obligated to make
any Updates, should any Updates be made, then Licensee shall treat the same as
the "Software" under this Agreement for which such Update applies and
use the Updates in a manner that is consistent with this Agreement.
9. No Obligation of Support.
(a) Graphcore may, at its discretion, provide
or offer support, training or other services in connection with the Software on
pricing terms provided in a separate writing. Licensee must continue to abide
by the terms of this Agreement in the course of receiving support from
Graphcore.
(b) Licensee is not obligated to provide Graphcore with any
material, feedback or comments relating to the Software, Graphcore Device or
any other topic related to Graphcore (“Communication”). Should Licensee nonetheless provide a Communication
directly or indirectly to Graphcore, then Graphcore reserves all rights to use
or not use the Communication. Should Graphcore use the Communication, then except
as otherwise provided in a separately written agreement, Licensee hereby grants
Graphcore a non-exclusive, royalty-free, paid-up, perpetual and irrevocable
right and license to reproduce, display, distribute, make derivatives of the
Communication and any associated Software, and to make, have made, use, sell,
offer to sell and import, any Graphcore product that is developed, modified,
revised or produced using or based on the Communication.
10. DISCLAIMERS.
(A) THE SOFTWARE (INCLUDING SUPPORT AND UPDATES, IF ANY) IS
PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. GRAPHCORE AND
ITS LICENSORS SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. GRAPHCORE DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR
FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,
GRAPHCORE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING USE OR THE
RESULTS OF THE USE OF THE SOFTWARE (INCLUDING SUPPORT, IF ANY, AND OPERATION OF
THE SOFTWARE WITH THE GRAPHCORE DEVICES) IN TERMS OF CORRECTNESS, ACCURACY,
RELIABILITY, OR OTHERWISE.
(B) LICENSEE ACKNOWLEDGES THAT USE OF THE SOFTWARE IN
COMBINATION WITH OTHER FUNCTIONALITY, SOFTWARE OR PROTOCOLS MAY REQUIRE
LICENSES FROM THIRD PARTIES AND LICENSEE ACCEPTS SOLE RESPONSIBILITY FOR
OBTAINING SUCH LICENSES AND COMPLYING WITH SUCH LICENSES.
(C) THE SOFTWARE IS NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR
FOR USE IN CONNECTION WITH ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE,
SUCH AS IN LIFE-SUPPORT, MEDICAL, SAFETY DEVICES OR SYSTEMS, NUCLEAR
FACILITIES, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, OR ANY OTHER
APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR
ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL APPLICATIONS").
FURTHERMORE, LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS NOT DESIGNED OR
INTENDED FOR USE IN CONNECTION WITH ANY APPLICATIONS THAT AFFECT CONTROL OF A
VEHICLE OR AIRCRAFT (“NAVIGATION CONTROL”), AND SHOULD NOT BE USED FOR SUCH
NAVIGATION CONTROL APPLICATIONS UNLESS THERE IS A FAIL-SAFE OR REDUNDANCY
FEATURE (WHICH DOES NOT INCLUDE USE OF THE SOFTWARE IN THE GRAPHCORE DEVICE TO
IMPLEMENT THE REDUNDANCY FEATURE) AND A WARNING SIGNAL UPON SUCH FAILURE TO THE
OPERATOR OF SUCH VEHICLE OR AIRCRAFT. LICENSEE AGREES, PRIOR TO USING OR
DISTRIBUTING ANY SYSTEMS THAT WERE DEVELOPED BY USE OF THE SOFTWARE OR THAT
INCORPORATE ANY PORTION OF THE SOFTWARE, TO THOROUGHLY TEST THE SAME FOR SAFETY
PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE
ASSUMES THE SOLE RISK OF AND LIABILITY FOR ANY CRITICAL APPLICATIONS AND
NAVIGATION CONTROL, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS GRAPHCORE AND
ITS AGENTS AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES AND EXPENSES INCLUDING
ANY REASONABLE ATTORNEY FEES, ARISING FROM ACTUAL OR ALLEGED DAMAGE TO ANY
PROPERTY OR PERSON CAUSED BY CRITICAL APPLICATIONS OR NAVIGATION CONTROL.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW: (1) IN NO EVENT SHALL GRAPHCORE OR
ITS LICENSORS BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,
CONSEQUENTIAL OR INDIRECT DAMAGES ARISING UNDER, RELATED TO, OR IN CONNECTION
WITH THIS AGREEMENT OR THE USE OR OPERATION OF THE SOFTWARE, IN WHOLE OR IN
PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; (2) IN NO EVENT SHALL GRAPHCORE
OR ITS LICENSORS' ENTIRE LIABILITY ARISING UNDER, RELATED TO, OR IN CONNECTION
WITH THIS AGREEMENT, EXCEED THE AMOUNT OF ANY LICENSE AND SUPPORT FEES RECEIVED
BY GRAPHCORE FROM LICENSEE FOR THE APPLICABLE SOFTWARE IN THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY; (3)
THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCH LOSS WAS REASONABLY
FORESEEABLE OR IF GRAPHCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; AND (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.
12. Termination. This Agreement shall be
effective until terminated as follows. If the Software licensed hereunder
is only for trial or evaluation purposes (according to the accompanying files
or communications relating to the Software), then: (a) this Agreement and all
rights hereunder shall automatically terminate on the date specified in the accompanying
file or communications or earlier upon notice by Graphcore, with the
understanding that (b) certain features and functions of the Software may be
disabled by Graphcore during or at the end of the trial/evaluation
period. Licensee may terminate this Agreement at any time by destroying
the Software and all copies thereof. This Agreement will terminate
immediately without notice from Graphcore, if Licensee fails to comply with any
of the terms and conditions herein. Upon termination of this Agreement
for any reason, Licensee must destroy the Software and all copies thereof and
immediately cease all activities under Section 3. Graphcore may suspend the Software licensed hereunder or terminate
this Agreement, if the Licensee commences, participates or threatens to
commence or participate in any legal proceeding against Graphcore. The following provisions of this Agreement
survive its termination: 1 (Definitions) and all defined terms, 3(c)
(Third-Party Licenses) to the extent not separately terminated according to the
terms of such licenses, 4 (Restrictions), 5 (Payment; Taxes) for all unpaid
amounts, 6 (Ownership), 7 (Confidentiality), 10 (Disclaimers), 11 (Limitation
of Liability), 12 (Termination), 13 (General).
13. General.
(a) Governmental Use. The Software is comprised of commercial
computer software developed exclusively at the expense of Graphcore.
Accordingly, pursuant to the Federal Acquisition Regulations (FAR) Section 12.212
and Defense FAR Supplement (DFARS) Section 227.7202,
use, duplication and disclosure of the Software by or for the U.S. government
is subject to the restrictions set forth in this Agreement. Manufacturer
is Graphcore, Limited, 11-19 Wine Street, Bristol BS1 2PH, UK.
(b) Export Compliance. Licensee shall adhere to all
applicable import and export laws and regulations of Licensee's country and of
the United States, without limitation. This Agreement may involve items
and information that are subject to the International Traffic in Arms
Regulations (ITAR) of the U.S. Department of State or Export Administration
Regulations (EAR) of the U.S. Department of Commerce, Bureau of Industry and
Security. The importer/exporter of record shall not export, reexport,
resell, transfer, or disclose, directly or indirectly, any products or
technical data, to any proscribed person, entity, or country, or foreign
persons thereof, unless properly authorized by the applicable or relevant
government or regulatory body.
(c) Governing Law. This Agreement shall be governed by the
laws of England and Wales, without reference to conflict of laws principles.
(d) Assignment. Licensee shall not assign this
Agreement or transfer any of the rights or obligations under this Agreement, in
whole or in part, by operation of law or otherwise, without Graphcore's
prior written consent. Any merger, acquisition, reorganization, change of
control, or the like, involving Licensee shall be deemed an assignment in
violation of the foregoing. Subject to the foregoing, this Agreement will
be for the benefit of Graphcore and its successors and assigns,
and will be binding on Licensee's permitted assignees.
(e) Allocation of Risk. Licensee acknowledges and agrees
that each provision of this Agreement that provides for a disclaimer of
warranties or an exclusion or limitation of damages represents an express
allocation of risk, and is part of the consideration
of this Agreement.
(f) Waiver; Amendment. No waiver, express or implied, by
either party of any right or remedy for any breach by the other party of any
provision of this Agreement will be deemed or construed to be a waiver of any
succeeding breach of such provision or as a waiver of the provision itself or
of any other breach or provision. No waiver of or amendment to this
Agreement will be effective unless reduced to writing and executed by
authorized representatives of the parties.
(g) Severability. If, for any reason, a court of competent
jurisdiction finds any provision of this Agreement, or portion thereof, to be
invalid, illegal or unenforceable, then such provision shall be enforced to the
maximum extent permissible to carry out the intent of the parties, otherwise
stricken, and the remainder of this Agreement shall continue in full force and
effect.
(h) Notices. Any notices required or permitted by this
Agreement shall be in writing and shall be delivered as follows, with notice
deemed given as indicated: (i) by personal
delivery, when delivered personally; (ii) by overnight courier, upon written
verification of receipt; (iii) by facsimile transmission, upon acknowledgment
of receipt of electronic transmission, provided that notice is also provided by
one of the other methods herein within five (5) days thereafter; or (iv) by
certified or registered mail, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses provided by each party to
the other in connection with this Agreement, or to such other address as either
party may specify in writing. Notices to Graphcore shall be addressed to
the attention of: Graphcore, Limited, Attn: General Counsel, Legal Department, 11-19
Wine Street, Bristol BS1 2PH United Kingdom.
(i) Specific Performance. Licensee
agrees that a breach of this Agreement may result in irreparable and continuing
damage to Graphcore for which there may be no adequate remedy at law, and Graphcore
shall be entitled to seek injunctive relief and/or a decree for specific
performance, and such other equitable relief (including monetary damages) as
may be proper.
(j) No Partnership. This Agreement does not constitute a partnership or joint venture. Except as
expressly provided in this Agreement, neither Graphcore nor Licensee will have
any power or authority to act in the name or on behalf of the other party, or
to bind the other party to any legal agreement.
(k) Except as expressly stated
in Section 6 (Ownership), no person who is not a party to this Agreement has
any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Agreement.
(l) Personal Information. Under data protection legislation we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.graphcore.ai/privacy
and it is important that you read that information.
(m) Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the Software, and
supersedes all prior or contemporaneous discussions, understandings or
agreements, written or oral, regarding the subject matter hereof. No
additional terms or modifications proposed by Licensee shall be binding on Graphcore
unless expressly agreed to in writing and signed by Graphcore. All terms
and conditions of any purchase order or other document issued by Licensee in
connection with this Agreement or the Software shall be void and of no force or
effect to add to or modify this Agreement.
(n) Interpretation & Acceptance. Unless the context otherwise requires, words in the singular shall
include the plural and, in the plural, shall include the singular. Licensee acknowledges and agrees that it has
read and understood this Agreement, has had an opportunity to discuss this
Agreement with its legal and other advisors, and agrees to be bound by the
terms and conditions of this Agreement. This Agreement shall be interpreted
fairly in accordance with its terms and without any strict construction in favour
of or against either party.
2020.05