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 Advanced Micro Devices, Inc. Trademarks, Logos and Images Usage Agreement

 

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Advanced Micro Devices, Inc. ("AMD") hereby grants you ("Licensee") limited permission to use the AMD Trademarks or AMD Logos and/or images provided herein (collectively, the “AMD Mark(s)”) solely in connection with the advertising, marketing, promotion and sale of Licensee products that include an AMD CPU, GPU or APU (each an “AMD processor”) and in accordance with the terms and conditions provided below.  This grant does not extend to use of AMD Mark(s) on Licensee product packaging. If you would like to use the AMD Mark(s) on product packaging, please refer to www.amd.com/executable_license.

Licensee must agree to the terms and conditions of this Agreement before downloading, copying, or using an AMD Mark(s). Any such downloading, copying or use indicates acceptance of these terms and conditions. If you do not agree to these terms and conditions, you are not authorized to download, copy, or use the AMD Mark(s) for any reason whatsoever.

I. AMD Mark(s) Usage

  1. Licensee shall use the AMD Mark(s) only in the form received from AMD and in the manner specified in the AMD Brand Guidelines and AMD Product Badge Guidelines (collectively “AMD Trademark Usage Guidelines”) solely in connection with AMD products that have received prior written approval from AMD and not for any other goods or services. The AMD Trademark Usage Guidelines may be modified by AMD from time to time and it Licensee hereby agrees to ensure that it is in possession of the latest, updated version.
  2. Licensee shall comply with the following terms and conditions:
    Licensee shall use the AMD Mark(s) solely in connection with promoting the corresponding AMD products and not for promoting any other goods and/or services.
    1. Licensee's company name, logo or product name shall appear on any products or related materials where an AMD Mark(s) is used.
    2. Licensee shall not incorporate the AMD Mark(s) into any other trademark, logo, or design or use the AMD Mark(s) as part of any trade name, corporate name, social media account name, or domain name.
    3. Licensee shall use the AMD Mark(s) in compliance with the legal requirements of the region(s) where the AMD Mark(s) will be used.
    4. Licensee shall display the AMD Mark(s) only in a positive manner and shall not use the AMD Mark(s) in any way that may, in AMD’s sole judgment (1) disparage AMD, the AMD Mark(s), or AMD’s products or services, (2) create confusion as to the source or sponsorship of Licensee’s goods or services or in any way indicate to the public that Licensee is a division or affiliate of AMD, or (3) impair the validity, scope, title or goodwill of AMD in the AMD Mark(s), including but not limited to uses that could be deemed obscene, pornographic, violent, in poor taste, or unlawful or the purpose of which is to encourage unlawful activities.
    5. Licensee shall correct or change, at its own expense, any use of the AMD Mark(s) that AMD determines in its sole discretion is inaccurate, objectionable, misleading, an unfair use, or a misuse of the AMD Mark(s).
    6. In each publication or other item produced or caused to be produced by Licensee that includes any AMD Mark(s), Licensee agrees to provide a specific attribution that acknowledges AMD as the owner of such mark. Such acknowledgement shall be in a font size customarily used and at least as large as other trademark, graphic, or logo attributions, as the case may be.
    7. Licensee acknowledges that use of the AMD Mark(s) in no way implies sponsorship or certification by AMD of Licensee's company, products and/or services. Licensee shall not use the AMD Mark(s) in any manner that implies AMD's sponsorship or certification of Licensee's company, products and/or services.
  3. Licensee agrees to maintain a level of quality comparable with the current quality of computer products standard in the industry while using the AMD Mark(s). Quality standards in connection with the use of the AMD Mark(s) with Licensee computer products that include AMD products shall be at least equal to those used by Licensee for comparable Licensee computer products that do not include AMD products.
  4. Licensee shall supply AMD, for AMD's written approval (which shall not be unreasonably withheld), representative specimens of products and marketing, advertising, promotion, and sales materials bearing an AMD Mark(s) at least ten (10) business days prior to use of said products or materials. AMD will respond within five (5) business days of receipt of said product or materials, but failure to respond will NOT be deemed approval. Following approval, Licensee shall only be required to submit for approval, additional samples that substantially differ from those previously approved.
  5. Licensee acknowledges the great value of the goodwill associated with the AMD Mark(s) and further acknowledges that AMD is the sole and exclusive owner of the AMD Mark(s) and the goodwill associated therewith. Licensee agrees that it will not, either during or after the term of this Agreement, contest, attack or dispute, or assist another party in contesting, attacking or disputing AMD's title or rights in the AMD Mark(s).
  6. Licensee shall defend, indemnify and hold AMD harmless from and against any claims, lawsuits, judgments, losses, damages, costs and attorney's fees at all levels of proceedings arising from (a) Licensee’s breach of these terms and conditions; and/or (b) an unauthorized or negligent use by Licensee of AMD's Mark(s) or the trademarks or marks of a third party.
  7. Licensee shall immediately inform AMD of any unauthorized use of the AMD Mark(s) that comes to the attention of Licensee. AMD shall have the right, but not the obligation, to take action against any unauthorized user.

II. Indemnification

Licensee acknowledges that the AMD Mark(s) shall not be modified to infringe the copyright, trademark or common law rights of any person or entity; and that nothing contained in material produced by the Licensee that incorporates the AMD Mark(s) will constitute a libel or slander against, or violate or infringe upon any right, common law or otherwise, of any kind or nature whatsoever, of any person or entity, including, without limitation, any right of privacy or publicity. LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS AMD AND ITS LICENSORS, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY AND OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), RESULTING FROM LICENSEE'S BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE’S PRODUCTS OR OTHER IMPROPER USE OF THE AMD MARK(S).

III. Warranty Disclaimer

ALL MATERIALS PROVIDED BY AMD, INCLUDING THE AMD MARK(S), ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. AMD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO MATERIALS, INCLUDING ALL WARRANTIES, IMPLIED OR EXPRESS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  IN NO EVENT SHALL AMD BE LIABLE FOR ANY DAMAGES WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORT RELATED ACTION, ARISING OUT OF, OR IN CONNECTION WITH, OR IN CONTEMPLATION OF THE USE OR PERFORMANCE OF MATERIALS PROVIDED FROM THIS SERVER, EVEN IF AMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IV. Termination

  1. Licensee's failure to comply with the terms and conditions of this Agreement shall result in an immediate termination of this Agreement.
  2. AMD reserves the right to withdraw permission to use the AMD Mark(s), in its sole discretion.
  3. Upon the expiration or termination of this Agreement, the rights and licenses granted hereby to Licensee shall immediately terminate and Licensee shall immediately cease to use the AMD Mark(s).

V. Other

  1. Any claim arising under or relating to this Agreement shall be governed by and construed in accordance with, the substantive laws of the State of Texas, without regard to principles of conflict of laws. Each party hereto submits to the jurisdiction of the State and Federal courts of Travis County and the Western District of Texas for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection that it may have to contest such forum.
  2. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
  3. The failure of either party to enforce any rights granted hereunder or to take action against the other
    party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
  4. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral agreements with respect to the subject matter of this Agreement.

If you have any questions regarding the terms and conditions of this Agreement, please contact the AMD Law Department at amd.trademarks@amd.com.

If you agree to abide by the terms and conditions of this Agreement, please press "Continue" and complete the information requested.  If you do not agree to abide by the terms and conditions of this Agreement and press "Decline," you may not use the AMD Mark(s).

 

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