These Terms and Conditions (the "Agreement") set forth the terms by which you (either an individual or an entity) (“you”) may access and use the hardware and software made available to you by Advanced Micro Devices, Inc. (“AMD”), and apply to all users who access the AMD Instinct GPU Evaluation Program (the “Program”).
IMPORTANT - READ CAREFULLY: DO NOT ACCESS OR USE THE PROGRAM UNTIL YOU HAVE CAREFULLY READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS. This is a legal agreement between you and AMD. If you will use the Program as an employee or other representative of a corporation, partnership or other legal entity, then you must be authorized to sign for and bind that entity to accept the terms of this Agreement. Any references to “you” in this Agreement refer to the entity you represent.
BY ACCESSING THE PROGRAM, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PROGRAM.
Access to the AMD Instinct™ GPU Evaluation Program.
Subject to the terms and conditions of the Agreement, AMD hereby grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, right to access and to use the Program. Except as set forth in this Agreement, no other rights, licenses, or interests are granted, whether through contract or arising under law. All other rights and interests are reserved.
Access to the Program will be provided through one or more third-party cloud service provider’s online platform (“Platform(s)”). AMD may add or remove cloud service providers to or from the Program. AMD may, in its sole discretion, provide access to the Program through a Platform of AMD’s choice. AMD reserves the right to change the Platform providing your service at any time. To participate in the Program, you may be required to sign up for an account and abide by terms and conditions or other legal requirements enumerated by the Program and/or the Platform.
You are solely responsible for all data, software and other content you upload to the Platform (“Customer Content”). You represent and warrant that you have obtained all rights and interests necessary to copy, store, transmit, display, modify, or otherwise use any Customer Content in connection with the Program or on the Platform. Your use of the Program, Platform, and all Customer Content must at all times comply with any privacy notices or policies and all applicable local, state, federal and international laws and regulations, including those relating to data privacy, international transmission of data and import or export of technical or personal data.
Restrictions
In addition to any other restrictions and limitations stated in this Agreement, you may not:
- rent, lease, copy, provide access to or sublicense the Program or Platform to a third party or use the Program to provide a service to a third-party;
- circumvent or expand any of the access permissions established by AMD and/or the Platform for your Program account;
- use the Program to engage in, facilitate, promote, or permit any illegal activities;
- use the Program in a manner that violates applicable U.S. export laws, including but not limited to the U.S. Export Administration Regulations (“EAR”) (15 C.F.R Sections 730-774), including but not limited to (i) allowing a permanent resident of EAR Country Groups E:1 (Iran, North Korea, Syria) or E:2 (Cuba) to access or use the Program; (ii) using the Program for the design or development of chemical or biological weapons, missile capable systems, nuclear computational platforms/systems, unmanned aerial vehicles, military platforms/systems, or mass surveillance platforms/systems, (iii) allowing any entity or individual listed on any U.S. restricted end-user list or identified on any applicable government end-user list to access or use the Program; (iv) developing of a supercomputer located in China, Hong Kong or Macau; (v) developing or producing of integrated circuits by a semiconductor manufacturing fabrication facility located in China, Hong Kong or Macau as defined in 744.23 of the EAR meeting the following criteria: (1) Logic integrated circuits using a non-planar transistor architecture or with a “production” technology node of 16/14 nanometers or less (2) NOT AND (NAND) memory integrated circuits with 128 layers or more; or (3) Dynamic random-access memory (DRAM) integrated circuits using a “production” technology node of 18 nanometer half-pitch or less; or
- use the Program to: (i) develop inventions directly derived from the Program or the AMD hardware and software or software made available to you via the Program to seek patent protection; (ii) assist in the analysis of your patents or patent applications; or (iii) modify your existing patents.
Disclaimer
THE AMD INSTINCT GPU EVALUATION PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AMD DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND WARRANTIES ARISING FROM CUSTOM OF TRADE OR COURSE OF USAGE. AMD DOES NOT WARRANT THAT THE CUSTOMER CONTENT USED OR UPLOADED BY YOU IN CONNECTION WITH YOUR USE OF THE PROGRAM WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. FURTHERMORE, AMD IS NOT LIABLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS WITH THE PROGRAM OR INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF AMD. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE PROGRAM IS ASSUMED BY YOU. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Limitation on Liability and Indemnification
TO THE EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT AMD AND ITS LICENSORS ARE NOT LIABLE TO YOU FOR ANY DAMAGE WHATSEVER, INCLUDING SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR DAMAGES ATTRIBUTABLE TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR CORRUPTION OR LOSS OF INFORMATION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PROGRAM EVEN IF AMD AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AMD's total liability to you for any and all damages, losses, and claims (whether in contract, tort (including negligence) or otherwise) in connection with this Agreement will not exceed $100 USD. You agree 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 your use of the Program or your violation of the terms and conditions of this Agreement. The parties agree that the limitations specified in this section will apply to the maximum extent permitted under applicable law and will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.
Privacy
AMD may be required under applicable data protection law to provide you with certain information about who we are, how AMD processes any personal data you provide to AMD and for what purposes, and your rights in relation to your personal information and how to exercise them. This information is provided in the AMD privacy notice (https://www.amd.com/en/corporate/privacy). It is important that you read this information.
Termination
In the event of any violation or potential violation of any of these restrictions or any other material breach of this Agreement, AMD may (in addition to any other remedies available) immediately and without notice suspend or terminate your access or use of the Program without any liability to you or any third party. Either party may terminate the Agreement without cause and for its convenience at any time by written notice to the other party. Upon termination, you must immediately cease all use of and access to the Program and delete (or, at AMD’s request, return) any and all copies of any related documentation you may possess. AMD may revoke your access to and use of the Program at any time from and after termination, and AMD or the Platform may remove/delete any and all Customer Content and any other data stored by you on the Platform.
General Provisions
This Agreement sets forth the entire agreement and understanding between the parties with respect to your access and use of the Program and supersedes and merges all prior oral and written agreements, discussions and understandings between us regarding the subject matter of this Agreement. No waiver or modification of any provision of this Agreement will be binding unless made in writing and signed by an authorized representative of each party. You may not assign this Agreement or any of your rights hereunder without the prior written consent of AMD and any assignment without such consent will be null and void. The parties do not intend to create any agency or partnership relationship between them by this Agreement. Each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement becomes or is declared unenforceable by any court of competent jurisdiction, such provision will be deemed deleted and the remainder of this Agreement will remain in full force and effect. This Agreement is made under and shall be construed according to the laws of the State of Texas, excluding conflicts of law rules. Each party submits to the jurisdiction of the state and federal courts of Travis County and the Western District of Texas for the purposes of this Agreement.