Terms of Use
Intel® Cloud Services Terms & Conditions
TERMS AND CONDITIONS FOR USING THE INTEL® CLOUD SERVICES
By accessing or using the materials available on this site, you agree to these Terms and Conditions (the "Terms"). The Terms, any and all guideline documents and all API-specific implementation documentation are referred to herein as the "API Documents". If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these Terms, in which case "you" or "your" shall mean such entity. If you do not have such authority or if you disagree with any part of these Terms or API Documents, Intel does not grant you a license to use the Services and/or Cloud Service APIs. These Terms will apply only to the Services supplied by Intel hereunder, regardless of whether other Services are referred to herein.
Intel Corporation ("Intel") reserves the right to update and change, from time to time, the API Documents. You can always find the most recent version of these Terms at http://intelisd.mashery.com/API_Terms_of_Use. Intel may change these Terms by posting a new version without notice to you. Use of the Services (APIs) after such change constitutes acceptance of such changes.
ARTICLE A – TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES AND ACCESS TO CLOUD SERVICE APIS
1. Defined Terms.
1.1 "Application(s)" shall mean applications, such as web or client-based applications for use on the Internet, mobile phones, personal computers or tablets which are developed using the Cloud Services APIs, including any update, upgrade or new versions thereof (each an "Application"). "Applications" specifically excludes application software products as described herein that provide lead generation or advertising targeting services.
1.2 "Cloud Service APIs" means the APIs, as made available by Intel from time to time through this site that allow the Applications to interoperate with the Services. APIs may include software components that are downloaded and installed on the end-users’ mobile device(s) and/or JavaScript libraries that are invoked and downloaded by Cloud Service APIs and/or data retrieved from server-based APIs.
1.3 "Open Source Software" shall mean any software which is subject to license terms and conditions currently listed at http://opensource.org/licenses/ or meeting the criteria listed at http://www.opensource.org/docs/definition.php or which is subject to any similar free or open source license terms. Open Source Software contained in the Cloud Service APIs, if any, is licensed under the license terms accompanying such Open Source Software and not the terms of this Agreement.
1.4 "Services" shall mean Intel's cloud-based services made generally commercially available through use of the APIs available on this site, with the exception of any Open Source Software and including any software, documentation, sample code, simulators, tools, libraries, application programming interfaces (APIs), data, files and other materials provided or made available by Intel in connection with the Service, as well as any update, upgrade or new versions of the foregoing. Services may include user registration, participation, personalization, billing, advertising, location (for example, maps, directions, points of interest), recommendations, sensing (for example, movement type and duration), security, public sharing, posting, uploading, linking, downloading, transferring, viewing, submitting or transmitting materials (including, but not limited to graphics, data, art, video, audio, text, opinions, etc.).
2. License Terms.
2.1 Licensed Uses. The Services are owned by Intel and access and use is licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable, revocable basis on the terms and conditions set forth herein for the purpose of assisting you in developing Applications subject to the following:
Developer Tools include static libraries, developer documentation, installation or development utilities, and other materials. You may use them internally for the purposes of using the Cloud Service APIs as licensed hereunder, but you may not redistribute them.
Sample Source may include example interface or application source code. You may copy, modify and compile the Sample Source and distribute it in your Applications in binary and source code form.
Licensed Binaries are redistributable code provided in binary form. You may copy and distribute Licensed Binaries with your Applications. You may not reverse-assemble, reverse-compile, or otherwise reverse-engineer any portion of the software provided solely in binary form. You will make reasonable efforts to discontinue use of the portions of any Licensed Binaries that you are licensed hereunder to use within an Application, upon Intel’s release of an update, upgrade or new version of such Licensed Binaries and to make reasonable efforts to distribute such updates, upgrades or new versions to your applicable customers. You are solely responsible to your customers for any update or support obligation or other liability that may arise from redistribution hereunder.
Header Files are source files for use by you for the purposes of using the Cloud Service APIs and any related software as licensed hereunder, but you may not redistribute them with your Application.
These Terms define legal use of the Cloud Service APIs, all updates, revisions, substitutions, and any copies of the Cloud Service APIs made by or for you. Software supplied hereunder may contain the software and other property of third party suppliers, some of which may be identified in, and licensed in accordance with, the "license.txt" file or other text or file in the software. You shall be solely responsible for incorporating the Service into the Applications and any display or use thereof, at your own expense. Any of your interactions with your customers and end users do not involve Intel and are solely between you and such third parties and at your own risk.
2.2 Term and Termination. Subject to the restrictions set forth in these Terms, you may use the Cloud Service APIs and any updates provided by Intel (in its sole discretion). Your license to the Cloud Service APIs under these Terms continues until terminated by either party. You may terminate the license by discontinuing use of all or any of the Cloud Service APIs. Intel may terminate the license at any time for any reason. This license terminates automatically if (i) you violate any term of these Terms, (ii) Intel publicly posts a written notice of termination on the site, (iii) Intel sends a written notice of termination to you, or (iv) Intel ceases providing access to the Cloud Service APIs to you. Termination of the license constitutes termination of the Terms, except for the following provisions of the Terms, which survive: Data Collection, Storage, and Use; Ownership; Disclaimer of Any Warranty; Limitation of Liability; Exclusions and Limitations; Release and Waiver; Hold Harmless and Indemnity; Confidentiality; General Terms; and any other section that would naturally survive termination of the Terms. Upon termination, you will immediately destroy any copies of the developer materials and software obtained hereunder or return all such copies to Intel.
2.3 Feedback. These Terms do NOT obligate you to provide any content of any kind including data, comments or suggestions regarding the Cloud Service APIs, API Documents or Services. However, should you provide content of any kind for the modification, correction, improvement or enhancement of the Cloud Service APIs, API Documents or Services, you grant to Intel a non-exclusive, irrevocable, worldwide, royalty-free, transferable license, with the right to sublicense, under your intellectual property rights, the rights to use and disclose such content in any manner Intel chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Intel’s and its sublicensee’s products embodying such content in any manner and via any media Intel chooses, without reference to the source.
2.4 Redistribution. Redistribution of software components as permitted under Section 2.1 shall meet the following requirements:
i. You may only distribute the software components provided hereunder in an Application under the terms of a written license agreement.
ii. Redistributions in source code form must contain the copyright notice "Copyright © Intel Corporation 2012, All Rights Reserved", this list of conditions, and the following disclaimer:
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
iii. Redistributions in binary form must reproduce the above copyright notice, this list of conditions, and the above disclaimer in the documentation and/or other materials provided with the distribution.
iv. Neither the name of Intel nor the names of its contributors may be used to endorse or promote products or services derived from this software without specific prior written permission of Intel.
2.5 Content:
i. You are responsible for all content contained in or accessed through your Application (“Application Content”), including advertisements, user-generated content, and any content hosted, streamed or otherwise delivered to users by third parties. You must make it clear that this Application Content is not provided by Intel.
ii. You represent and warrant to Intel that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute any content made available to Intel and users of the Services and/or Applications by your use of the Cloud Service APIs in the manner contemplated under these Terms. You agree that you will not promote or provide content that references, facilitates, contains or uses content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent.
iii. You are responsible for restricting access to your Application Content in accordance with all applicable laws and regulations. Although Intel provides controls to assist with this, please note that Intel makes no representations regarding the sufficiency of any controls provided to you and that you are ultimately responsible for establishing legally compliant restrictions for each country where your Application is visible.
iv. You are responsible for all licensing, reporting and payout obligations to third parties required in connection with Application Content.
v. You must use commercially reasonable geo-filtering technology to block access to your Application Content in countries where you are unauthorized to deliver such content, or where delivery of such content would otherwise infringe the rights of a third party.
2.6 Attribution and Branding. If your Application uses or is based upon the Cloud Service APIs, then YOU SHALL comply with the following:
i. You shall not make any statement that your product is "certified," or that its performance is guaranteed by Intel. You shall not use Intel's name or trademarks to market your product without written permission. You must not use or make derivative use of Intel icons, or use terms for Intel features and functionality, if such use could lead users to think that the reference is to Intel features or functionality.
ii. All instructions provided in the API Documents to place application identification information (API Key) into any Application you develop that incorporate or make any use of the Cloud Service APIs. You may only create a single API Key per Application and such API Key must accompany all web services requests coming from that Application. You can sign up for an API Key at http://intelisd.mashery.com/ You must provide accurate identification, contact, and other information required as part of the registration process. You MUST NOT create any script or other automated tool that attempts to create multiple API Keys.
2.7 Restrictions. YOU MUST NOT:
i. Use the Cloud Service APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, the bypassing of copyright protection, counterfeit goods or replica designer products, items subject to US embargo, hate materials (e.g., Nazi memorabilia) or materials urging acts of terrorism, human suffering or violence, defamatory, libelous or threatening material, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, cigarettes or cigarette tobacco, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, child pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling or gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, money transfers, person to person payments or extensions of credit, non-packaged food items, weapons and accessories, play-to-click or pay-to-read services;
ii. Use the Cloud Service APIs in any manner or for any purpose that exposes Intel or users of the Services and/or Applications to harm or legal liability as determined by Intel in its sole discretion or otherwise violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms;
iii. Sell, lease, share, transfer, or sublicense the Cloud Service APIs or access codes thereto;
iv. Use the Cloud Service APIs in a manner that exceeds reasonable request volume, exceeds transaction per second (“TPS”) throttling limits, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API Documents, as determined by Intel in its sole discretion;
v. Copy, duplicate, develop, modify, reverse-engineer, de-compile, disassemble or otherwise attempt to extract any data or source code or make any other use of the Cloud Service APIs, related data or any part thereof, other than as expressly provided for in these Terms, whether by yourself or by means of any third party;
vi. Use any portion of the services or data provided to you through the Cloud Service APIs to (a) provide third parties with any of the data except in conjunction with an Application or (b) provide any of the data to third parties in bulk;
vii. Systematically query the Cloud Service APIs in a manner to obtain and cache all data for a given locality, region or country;
viii. Use the Cloud Service APIs if you are under legal age to enter into these Terms and have not obtained parental or guardian consent; or
ix. You must not include functionality that proxies, requests or collects identity usernames or passwords.
2.8 OAuth Authentication ("OAuth"). If your use of Cloud Service APIs will access Intel user information, or read or write information from or to Intel user accounts through Cloud Service APIs, you must use OAuth (http://oauth.net/2/) to authenticate your access to the Services. The terms of this Section 2.8 applies to your use of OAuth.
i. Intel takes end user security and privacy very seriously, and you agree to give us all necessary assistance for the operation of your Application in compliance with these Terms and any applicable laws.
ii. Securing User Consent. You are solely responsible for securing clear, express consent from the user, granting you permission to access such user’s information, using OAuth-enabled APIs.
iii. Contact and Cooperation. You (or the name of the contact you gave to Intel when you applied for your API Key for review if it's not you) must be reachable at all times for security questions or concerns. You can change this name or contact by signing up for a new API Key, and providing the correct contact information and using the new API Key instead.
iv. Virus Precautions. All materials, including software and documents that you provide to Intel, must be checked with Internet industry standard up-to-date antivirus and anti-worm software, and determined to be virus-free and worm-free. Any data provided to Intel must not contain harmful scripts or code.
v. Industry Standards. Your networks, operating system and software of its web server(s), routers, databases, and computer systems (collectively, "System" or "Systems") must be properly configured to Internet industry standards, as required to securely operate your Application. If you do not completely control any aspect of the System, you will use all control or influence that you have over such Systems, and you will not architect or select Systems in a manner to avoid the foregoing obligation. An example of an unacceptable server is one that operates as open proxy. An example of architecting in an unacceptable manner would be if you select a server operated by a vendor with substandard security practices, so that you could contend that you do not control such server, in order to avoid having to select an acceptable server.
vi. Reporting. You must promptly report any security deficiencies in or intrusions to your Systems that you discover to Intel in writing via email to mailto:secure@intel.com. You will work with Intel to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any such security deficiency or intrusion, you will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Intel in each instance.
vii. Access Control to Systems. To the extent you have control or influence over the Systems, you will log (in a time and date-stamped fashion) all instances of access to the Systems. You will encrypt the password and username files for the Systems that store or process any Service user data that you are permitted by Intel to access. Passwords must be unique, unintuitive, and changed often. You will minimize access to and use of the passwords. Wherever possible, commands that require additional privileges should be securely logged (with time and date) to enable a complete audit trail of activities. When an individual terminates his or her employment with you, his or her passwords and access password facilities must be terminated immediately.
viii. Security Reviews. Intel will have the right, at its own expense, to review, or to have an independent third party that is not your competitor, to inspect and review your compliance with these security provisions. You will (at your own expense) correct any security flaws detected by such a review as soon as possible. You will then promptly certify to Intel in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. Intel will give you 48 hours notice before conducting such a review, and may conduct no more than four reviews annually. Any such review will be conducted during regular business hours in such a manner as not to interfere with normal business activities. If a review reveals a material breach of any of these security provisions, you will reimburse Intel for the reasonable costs of the review.
2.9 Service Suspension. Intel will have the right to block or suspend access to the Cloud Service APIs, Services, and Content if it is of the opinion that they are being used in breach of these Terms and/or in the event that any use or malfunction of the Applications are the cause of any overload of any of the foregoing and/or in the event of any other faults. Intel will notify you of any such occurrence and the parties will cooperate in its resolution.
3. Data Collection, Storage, and Use.
3.1 You may not disclose any Intel user data or store any Service and/or Application user data in any data repository which enables any third party (other than the Intel user) access unless such disclosure or third party access is expressly permitted by the Intel user and disclosed in your privacy policy, which must be directly accessible through a link in your Application using Cloud Service APIs.
3.2 You may not share GUIDs (Global Unique Identifiers) with any third party.
3.3 You must display, and each end user must affirmatively accept, the following statement prior to installation and/or use of your Application:
This application or web site uses Intel services and may share information with Intel, including identity and device information. For more detail please see the Intel Online Privacy Notice located at http://www.intel.com/privacy.
You must also provide your users with a method to request updates or deletions to their personal data and their device data, and you must inform your users that Intel will delete their information if there is no activity in their user account for 18 months.
3.4 If you use tracking technology to collect any data regarding your users’ interactions with your Application (session duration, device identifier, operating system, etc.), you must display a statement indicating what you collect and how you will use it, and you must provide each user with the choice to opt-out of such data collection. An example of such a statement is as follows:
This application/site may use “Cookies” or “Other Technologies” (such as “pixel tags,” “web beacons,” “clear GIFs,” JavaScript, Local Storage, or similar technologies) to help us and third parties obtain information about your use of our application and visits to our properties, to help us improve our application. If you want to opt-out of data collection, please indicate this by [insert method of opt-out].
3.5 If you are using Intel Context SDK and the related APIs, you must display a statement indicating what information you collect and how you will use it, and your users must affirmatively opt in to your Application. You must also provide each user with a means to request that their information be deleted.
3.6 You may cache data you receive through use of the Cloud Service APIs in order to improve your Application’s user experience, but you should try to keep the data up to date. This permission does not give you any rights to such data.
3.7 You must obtain explicit consent from each user before sharing that data with Intel through use of the Services.
3.8 If you stop using the Services or Intel disables your Application, you must delete all data you have received through use of the Cloud Services APIs unless: (i) it is basic account information; or (ii) you have received explicit consent from the user to retain their data.
3.9 You will delete all data you receive from Intel concerning a user if the user asks you to do so, and will provide an easily accessible mechanism for users to make such a request. Intel may require you to delete data you receive from the Cloud Service APIs if you violate these Terms.
3.10 You must not give your API Key to another party, unless that party is an agent acting on your behalf as an operator of your Application. You are responsible for all activities that occur under your account identifiers.
4. Ownership. The Cloud Service APIs and API Documents may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these Terms. Intel owns all rights, title, and interest in and to the Cloud Service APIs and API Documents. Except as otherwise expressly provided, these Terms grant you no right, title, or interest in any intellectual property owned or licensed by Intel, including (but not limited to) the Cloud Service APIs, API Documents and Intel trademarks.
5. Support. Intel may elect to provide you with support or modifications for the Cloud Service APIs ("Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Intel may change, suspend, or discontinue any aspect of the Cloud Service APIs at any time, including the availability of any Cloud Service APIs. Intel may also impose limits on certain features and services or restrict your access to parts or all of the Cloud Service APIs or the Services without notice or liability.
6. Disclaimer of Any Warranty. INTEL DOES NOT REPRESENT OR WARRANT THAT ANY SERVICES AND/OR CLOUD SERVICE APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE SERVICES AND CLOUD SERVICE APIS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND INTEL, ITS AFFILIATES AND THEIR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABLILTIY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF SERVICES AND CLOUD SERVICE APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY SERVICES AND CLOUD SERVICE APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
7. Limitation of Liability. INTEL, ITS AFFILIATES AND THEIR LICENSORS AND SUPPLIERS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES AND CLOUD SERVICE APIS WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL INTEL, ITS AFFILIATES AND THEIR LICENSORS AND SUPPLIERS BE LIABLE TO YOU FOR ANY AMOUNT. THE SERVICES, CLOUD SERVICE APIS, API DOCUMENTS AND ANY SOFTWARE SUPPLIED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SERVICES AND RELATED SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. THE WARRANTY DISCLAIMER IN SECTION 7 AND LIMITED LIABILITY IN THIS SECTION 8 ARE FUNDAMENTAL ELEMENTS AND ESSENTIAL CONDITIONS OF THE BASIS OF THE BARGAIN BETWEEN INTEL AND YOU. INTEL WOULD NOT BE ABLE TO PROVIDE SERVICES, CLOUD SERVICE APIS, API DOCUMENTS AND ANY SOFTWARE SUPPLIED HEREUNDER WITHOUT SUCH LIMITATIONS.
8. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 6 AND 7 MAY NOT APPLY TO YOU.
9. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Intel, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of the Services and Cloud Service APIs. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
10. Hold Harmless and Indemnity. To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Intel and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of Cloud Service APIs (including anything you develop using the Cloud Service APIs) and Services, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Intel shall use good faith efforts to provide you with written notice of such claim, suit or action.
11. Confidentiality. You agree to maintain in strict confidence any and all information relating to the Services received in connection with these Terms, including without limitation the Cloud Service APIs and API Documentation (the "Confidential Information"). You shall not disclose such Confidential Information to third parties without Intel’s prior written consent. You agree to use reasonable measures to ensure that the officers, employees or agents to whom such disclosure is made will keep the Confidential Information confidential and will not disclose it to any other third parties or use the same for their own purposes.
12. General Terms.
12.1 Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of these Terms, you and Intel shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Intel, express or implied, and you shall not attempt to bind Intel to any contract.
12.2 Invalidity of Specific Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
12.3 Location of Lawsuit and Choice of Law. Claims arising under these Terms shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. You and Intel agree to submit to the personal jurisdiction of the courts located within the State of Delaware.
12.4 No Waiver of Rights by Intel. Intel's failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
12.5 Taxes. Each party shall be responsible for the payment of its own tax liability arising from this transaction.
12.6 Assignment. Intel may assign its rights or delegate its obligations, or any part thereof under these Terms without prior consent from you. You may not assign, whether by operation of law of otherwise, any portion of these Terms. Any attempt by you to assign or delegate any rights, duties or obligations set forth in these Terms without Intel's prior written consent shall be deemed a material breach of these Terms and shall be null and void. Except as provided above, the terms and conditions of these Terms shall bind and inure to each party’s successors and assigns.
12.7 Export. You agree not to export from anywhere any part of the Cloud Service APIs, API Documents and related data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under applicable export laws, rules and regulations. The Cloud Service APIs, API Documents and related data are subject to the U.S. Export Administration Regulations and other U.S. and non-U.S. government laws, and may not be exported or re-exported to certain countries (Cuba, Iran, North Korea, Sudan, and Syria) or to persons or entities prohibited from receiving U.S. exports (including but not limited to Denied Parties, Specially Designated Nationals, and entities on the Bureau of Export Administration Entity List or involved with missile technology or nuclear, chemical or biological weapons). See more at: http://www.intel.com/content/www/us/en/legal/export-compliance.html.
12.8 Government Restricted Rights. For U.S. Government end users, you acknowledge that the developer materials and software supplied hereunder are “Commercial Item(s)” as that term is defined at 48 C.F.R. Section 2.101, consisting of Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. You agree, consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Use of the developer materials and software supplied hereunder by the Government constitutes acknowledgment of Intel's proprietary rights therein. Contractor or Manufacturer is Intel Corporation, 2200 Mission College Blvd., Santa Clara, CA 95052.
12.9 Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect these Terms. Any construction or interpretation to be made of these Terms shall not be construed against the drafter. These Terms constitute the entire agreement between Intel and you with respect to the subject matter hereof.
* Other names and brands may be claimed as the property of others.
ARTICLE B – TERMS AND CONDITIONS SPECIFIC TO COMMERCE SERVICES
1. Definitions.
1.1 "Card(s)" means US-issued and most non-US issued credit, debit and prepaid cards with a Visa, MasterCard, or American Express, Carte Bleue or Cartes Bancaires logo.
1.2 "Card Network(s)" means the applicable financial entity or Card issuer that approves and processes Card transactions.
1.3 "Chargeback" means a request that a buyer customer files directly with his or her Card company or Card issuing bank to invalidate a processed payment.
1.4 "Claim" means a challenge to a payment that you or a buyer customer files directly with Intel.
1.5 "Commerce API" means certain Cloud Service APIs supplying electronic commerce functionality including but not limited to providing shopping cart, order placement and status, tax calculation, purchase, billing, Card acceptance and processing, and refund functionality.
1.6 "Commerce Application" means any Application accessing and using Commerce API.
1.7 "Commerce Services" means SaaS services supplied through the Commerce API.
1.8 "Commodities" means digital content such as software, video rentals, ebooks, electronic publications, video sales, music and related services.
1.9 "MSB" means a money service business.
1.10 "Network Rules" guidelines, bylaws, rules, and regulations established by the Card Networks.
1.11 "Non-Royalty Transaction" means a Transaction involving a purchaser located in a nation outside of the Territory.
1.12 "Reversal" means that Intel reverses the settlement of funds from a processed Card transaction that you received because (1) the Card transaction is invalidated by the Card issuer, (2) the settlement funds were sent to you in error by (i) Intel; (ii) the processors, suppliers or licensors of Intel; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (3) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer), (4) you received the payment for activities that violated this Agreement or any other Intel agreement, or (e) Intel decided a Claim against you.
1.13 "Royalty Transaction" means a Transaction involving purchasers located in the Territory.
1.14 "Service Account" means your account with Intel used for processing Transactions and making payment to you as set forth herein http://intelisd.mashery.com.
1.15 "Territory" means the nations indicated on the following country list: Austria, Bulgaria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom, United States.
1.16 "Transaction(s)" means transactions involving the purchase of Commodities through Applications accessing and using the Commerce API in compliance with the applicable API Documents.
2. Terms and Conditions Specific to the Commerce Services. The following terms and conditions apply only to the Commerce Services and Commerce Applications:
i. Commerce Services. Intel provides the Commerce API and other software to enable you to use the Commerce Service. You hereby grant Intel a nonexclusive license to sell and distribute Commodities through the Commerce Services in connection with Transactions. You agree to fulfill Transactions and deliver Commodities to purchasers upon Intel’s direction and in exchange for the royalties and fees. Commerce Services fees include a fixed transaction fee plus a variable component based on the cost of the transaction. More information about pricing of Commerce Services, can be obtained from Support at admin.commerce@intel.com. We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you. You acknowledge that you are also responsible for any penalties or fines imposed on Intel or directly to you by any Card Network or financial institution as a result of your activities. Commerce API help you develop Applications that permit you to conduct Transactions with your customers, and are not made available to you to accept Card payments for personal, family or household purposes. Intel is not a bank nor an MSB, and Intel does not offer banking or MSB services as defined by the United States Department of Treasury. In addition, Intel does not assume any liability for the Commodities purchased using the Commerce Services. Intel reserves the right to require you to install or update any and all software updates to continue using the Commerce Services.
ii. Authorization for Handling Funds. By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You also authorize Intel to hold settlement funds in a deposit account pending disbursement of the funds to you in accordance with the terms of this contract. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account pending settlement to your PayPal account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. Your authorizations set forth herein will remain in full force and effect until your Service Account is closed or terminated.
iii. Payment Methods. The Commerce Service will only process Card transactions that have been authorized by the applicable Card Network. You are solely responsible for verifying identity of users and of the eligibility of a presented payment card used to purchase your Commodities. Intel does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (see Chargebacks below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Intel may add or remove one or more types of cards as supported payment card any time without prior notice to you.
iv. Customer Service. We will provide you with customer service through admin.commerce@intel.com to resolve any issues relating to your Service Account, your Card payment processing and use of our Commerce API, Commerce Services and related software, and the distribution of funds to your PayPal settlement account. You, and you solely, are responsible for providing service to your customers for any and all issues related to your Commodities, including but not limited to issues arising from the processing of customers’ Cards through the Commerce Services.
v. Royalty Transactions.
(a) Seller of Record. For all Royalty Transactions, Intel will: (A) be the seller of record with respect to any Commodities sold via the Commerce Services; and (B) have the legal right to sell each Commodity purchased and delivered hereunder until title transfers to the customer. Subject to the terms of this Agreement and in connection with Royalty Transactions only, upon Intel’s direction you will generate the Commodity and supply it to the customer.
(b) Tax Documentation for Royalty Transactions. If You are not a resident of the United States for U.S. federal income tax purposes, You will complete Internal Revenue Service Form W-8BEN and/or any other required tax forms and provide Intel with a copy of such completed form(s), and any other information necessary for compliance with applicable tax laws and regulations, per the instructions located at http://software.intel.com/en-us/articles/taxation-faq.
(c) Taxes on Royalty Transactions. If Intel, in its reasonable belief, determines that any state or local sales, use or similar transaction tax may be due from Intel or You in connection with a Royalty Transaction, Intel will collect and remit those taxes to the competent tax authorities. To the extent that the incidence of any such tax on Royalty Transactions, or responsibility for collecting that tax, falls upon You, You authorize Intel to act on Your behalf in collecting and remitting that tax, but to the extent that Intel has not collected any such tax, or has not received reimbursement for that tax, from Commodity purchasers, You shall remain primarily liable for the tax, and You will reimburse Intel for any tax payments that Intel is required to make, but is not otherwise able to recover.
vi. Non-Royalty Transactions.
(a) Seller of Record; Legal Title. For all Non-Royalty Transactions, you will: (A) be the seller of record with respect to any Commodities sold via the Commerce Services; and (B) hold legal title to each Commodity purchased and created hereunder until title transfers to the customer. Subject to the terms of this Agreement, upon receipt of an order for a Commodity from your customer, you will generate the Commodity and supply it to the customer.
(b) Withholding Taxes on Non-Royalty Transactions and Related Payments. In the event that any payment to you of proceeds from a Non-Royalty Transaction is subject to any withholding or similar tax, the full amount of that withholding or similar tax shall be solely for your account. If Intel reasonably believes that such tax is due, Intel will deduct the full amount of such withholding or similar tax from the gross amount owed to you, and will pay the full amount due over to the competent tax authorities. Intel will apply a reduced rate of withholding tax, if any, provided for in any applicable income tax treaty only if you furnish Intel with such documentation required under that income tax treaty, or as requested by and satisfactory to Intel, sufficient to establish your entitlement to the benefit of that reduced rate of withholding tax. Intel will use commercially practical efforts to obtain, and to furnish to you, copies of official tax receipts or similar evidence of payment, confirming Intel’s payment of those withholding or similar taxes to the competent tax authorities. You will indemnify and hold Intel harmless against any and all claims by any competent tax authority for any underpayment of any such withholding or similar taxes and any penalties and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or representation by you as to your entitlement to the benefit of a reduced rate of withholding tax.
(c) Other Taxes on Non-Royalty Transaction Proceeds. You shall be responsible for any and all other applicable taxes related to your receipt of any proceeds from a Non-Royalty Transaction hereunder, including but not limited to any sales, use, goods and services, value added, or other taxes or comparable levies, transaction privilege taxes, gross receipts taxes, and withholding taxes not described above in Section 2.vi.(b) of this Article B and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges.
vii. Income Taxes. Each party is solely responsible for its own respective income taxes or taxes based upon gross revenues, including, but not limited to, franchise, business and occupation taxes, but specifically excluding all taxes addressed in paragraphs 2.v.(b), 2.vi.(b) and 2.vi.(c) of this Article B.
viii. Security. Intel maintains commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, Intel cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. Please review our Privacy Policy located at http://www.intel.com/content/www/us/en/privacy/intel-online-privacy-notice-summary.html, which will help you understand how we collect, use and safeguard the information you provide to us.
ix. Data Security. You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as "Data") on your website.
x. Card Network Rules. You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network rules at Visa and MasterCard. The Card Networks reserve the right to amend the Network Rules. Intel reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Commerce Services.
xi. Prohibited Businesses. By registering for a Service Account, you are confirming that you will not accept payments in connection with the following businesses, business activities or business practices: (1) offering substantial rebates or special incentives to the Cardholder subsequent to the original purchase, (2) engaging in deceptive marketing practices, (3) sharing Cardholder’s data with another merchant for payment of up-sell or cross-sell product or service, (4) evading Card Network’s chargeback monitoring programs, (5) engaging in any form of licensed or unlicensed aggregation or factoring, (6) age restricted products or services, (7) bidding fee auctions, (8) collection agencies, (9) chain letters, (10) check cashing, wire transfers or money orders, (11) counterfeit goods, (12) currency exchanges or dealers, (13) transactions with embassies, foreign consulates or other foreign governments, (14) firms selling business opportunities, investment opportunities, mortgage consulting, credit repair or protection or real estate purchases with no money down, (15) credit card and identity theft protection, (16) gambling, (17) sports forecasting or odds making, (18) illegal products or services, (19) money transmitters or money service businesses, (20) multi-level marketing or pyramid schemes, (21) quasi-cash or stored value, (22) securities brokers, (23) virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and (24) predatory products or services.
xii. Processing Card Transactions. You agree that Intel may honor all eligible Cards presented for payment by your customers for your Commodities in accordance with the Card Network rules, this Agreement and any operating guides that we may provide you from time to time. You acknowledge that the existence of an affirmative authorization from us or the Card Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date. You will display all Card Network marks in accordance with the rules and procedures of the Card Networks, and will use such marks only to indicate that you accept their cards for payment.
xiii. Payouts and Transaction History. We will pay out funds settling from the Card Networks to your designated PayPal account in the amounts actually received (less our Fees as defined below) for Card transactions submitted to our Commerce Services. You are responsible for the accuracy and correctness of information regarding your PayPal account. Funds for any given transaction will not be transferred to your PayPal account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Card Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your PayPal account of the settling funds will be subject to the Payout Schedule as defined below. Information regarding your Card transactions processed and settled via the Commerce Services ("Transaction History") will be available to you when you login to our website using your Service Account. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all Transactions and other data associated with your Service Account, your Transaction History and your use of the Commerce Services.
xiv. Payout Schedule. Payout schedule refers to the time it takes for Intel to initiate a transfer to your PayPal account of settlement funds arising from Transactions processed through the Commerce Services ("Payout Schedule"). Once your PayPal account information has been reviewed, Intel will initiate transfer of settlement funds (net Fees, chargebacks, and other funds owed to Intel for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to our website using your Service Account. The settlement funds should normally be credited to your PayPal account within 1-2 days of us initiating the payout. We are not responsible for any action taken by PayPal that may result in some or all of the funds not being credited or made available to you in your PayPal account. Intel reserves the right to change the Payout Schedule or suspend payouts to your PayPal account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Commerce Services or if required by law or court order.
xv. Reconciliations and Errors. Your Transaction History will be available to you when you login to our website using your Service Account. Except as required by law, you are solely responsible for reconciling your Transaction History with your own Transaction records. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your PayPal account in the next scheduled payout. Your failure to notify us of a error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments. If you submit or cause us to process Transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your PayPal account as appropriate. Intel will only correct Transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
xvi. Refunds and Returns. You agree to submit any and all refunds and adjustments for returns of your Commodities through the Commerce Services to the applicable cardholder Cards in accordance with the terms of this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount. Refunds processed though the Commerce Services must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund. For processed refunds, Intel will deduct the refund amount (including any applicable Fees) from settlement funds owed to you from processing of other Card transactions. If these funds are not sufficient, you authorize Intel to initiate a debit to your PayPal account in the amount necessary to complete the refund transaction to the Cardholder’s card. In the event Intel cannot access your PayPal account by means of ACH debit entry, you agree to pay all funds owed to Intel upon demand. You are solely responsible for accepting and processing returns of your Commodities; Intel has no responsibility or obligation for processing such returns.
xvii. Chargebacks. A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a Transaction, with the amount charged back to you. You can be assessed Chargebacks for: (a) customer disputes, or (b) unauthorized or improperly authorized transactions, or (c) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (d) any reversals for any reason by the Card Network, our processor or acquiring bank, or the Cardholder bank.
When a Chargeback is issued, you are immediately liable to Intel for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors). You agree that Intel may recover these amounts by debiting your PayPal account associated with your Service Account or setting off any amounts owed to you by Intel. If Intel is unable to recover funds related to a Chargeback for which you are liable, you will pay Intel the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of Intel in connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if Intel reasonably believes that a Chargeback is likely with respect to any Transaction, Intel may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (A) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (B) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (C) we determine that a Chargeback on the transaction will not occur.
xviii. Contesting Your Chargebacks. You or Intel may elect to contest Chargebacks assessed to your account. Intel may provide you with assistance including notifications and software to help contest your Chargebacks. Intel does not assume any liability for its role or assistance in contesting Chargebacks.
You agree to provide Intel with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant Intel permission to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide Intel with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.
If the cardholder’s issuing bank or the Card Network does not resolve a dispute in your favor, Intel may recover the Chargeback amount and any associated fees from you as described in this Agreement. Intel reserves the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
xix. Excessive Chargebacks. At any point, Intel, the Card Networks, or our payment processor(s) may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Commerce Services, including without limitation, (a) increases to your applicable Fees, (b) delays in your Payout Schedule, or (c) possible suspension or termination of your Service Account and the Commerce Services. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
xx. Collection Rights. To the extent permitted by law, Intel may collect any obligations you owe under this Agreement by deducting the corresponding amounts from the funds payable to you arising from the settlement of Card transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transactions. If the settlement amounts are not sufficient to meet your obligations hereunder, Intel may charge or debit the PayPal account or credit card registered in your Service Account for any amounts owed. Your failure to fully pay amounts that you owe on demand will be a breach of this Agreement. You will be liable for Intel’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. Additionally, Intel may require a personal guaranty from a principal of a business for funds owed under this Agreement.
xxi. Termination of Commerce Services. Intel may suspend your Service Account and your access to the Commerce Services, or terminate this Agreement, if (a) Intel determines in its sole discretion that you are ineligible for the Commerce Services because of the risk associated with your Service Account, including without limitation significant credit or fraud risk, or for any other reason; or (b) you do not comply with any of the provisions of this Agreement, (c) upon request of a Card Network or a Card issuer.
xxii. Effect of Termination. Upon termination and closing of your Service Account, Intel will immediately discontinue your access to the Commerce Services. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Commerce Services. You will not be refunded the remainder of any fees that you have paid for the Commerce Services if your access to or use of the Service is terminated or suspended. Any funds in Intel’s custody will be paid out to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement, and Intel may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.
Upon termination you agree: (a) to immediately cease your use of the Commerce Services (b) discontinue use of any Intel trademarks and to immediately remove any Intel references and logos from your Application, (c) that the license granted under this Agreement shall end, (d) that Intel reserves the right (but has no obligation) to delete all of your information and account data stored on its servers, and (e) Intel will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Commerce Services, or any termination or suspension of the Commerce Services or deletion of your information or account data.
xxiii. Your Liability. You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Commerce Services. You agree to reimburse your customer, Intel and any third party designated by Intel for any and all such liability.
Intel will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with Intel by you or your customers. You will be required to reimburse Intel for your liability. Your liability will include the full purchase price of the item (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to Intel.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Intel and its respective employees and agents (collectively "Disclaiming Entities") from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Commerce Services, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iii) your, or your employee’s or agent’s, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or Card issuer).