Graphcore Container License Agreement

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 a processor designed to accelerate machine intelligence, including an intelligence processing unit (IPU), alone or integrated with other IPUs in a computing system, manufactured and marketed by or for Graphcore.

“IPU” means a processor designed for machine intelligence and computational graph processing, including Graphcore’s Intelligence Processing Unit.

“Licensee” means the individual, corporation or other legal entity to which Graphcore has licensed the CONTAINER for use as described herein.

“Container” means a unit of software that includes Graphcore code and other computing tools to facilitate the development and compilation of a software application.

“Update” means any updates, bug fixes, maintenance releases and the like, if any, to the CONTAINER that Graphcore may, in its sole discretion, make generally available to all of its then-current licensees of the CONTAINER.

“User” means a person using this CONTAINER on behalf of Licensee.

2. LICENSE.

1. Subject to the terms and conditions of this Agreement Graphcore grants to Licensee the following personal, non-exclusive, non-transferable, non-sublicensable licenses to i) install and use the CONTAINER; ii) create derivative works of example source code in the CONTAINER; iii) deploy the CONTAINER as part of an application or to provide a service to third parties, iv) develop and compile applications utilizing the CONTAINER; and v) develop and extend the CONTAINER to create a compatible CONTAINER that does not materially change the functionality of the CONTAINER or components within the CONTAINER, and does not subject the CONTAINER or any contents therein to any third party license whereby the CONTAINER or any contents therein must be re-licensed on terms consistent with such third party license . The foregoing licenses are solely for use in connection with Graphcore Devices.

(b) Limitations. i) Any deployment of the CONTAINER shall be in a manner that does not distribute the CONTAINER itself in wholesale or in derivative form, and without exposing the GRAPHCORE APIs within or accessed by the CONTAINER. ii) The CONTAINER shall not be used to circumvent or hack into disabled or locked features of a Graphcore Device.

3. Requirements. i) The following notice shall be included with any distribution of any source code (or derivatives thereof) in the CONTAINER: “This software includes Graphcore copyrighted material.” ii) Any deployment of the CONTAINER shall include security to protect the data privacy of users. iii) Any use of the CONTAINER by Licensee must be in compliance with applicable laws and regulations as well as the terms of license applicable to any component within the CONTAINER. iv) Licensee may provide Graphcore with feedback relating to improving Graphcore’s products, software and services; Licensee shall ensure that such feedback, which may or may not be implemented, will include rights for Graphcore to utilize the feedback to improve products, software and services without restriction. v) If Licensee creates a modification, extension or derivative of the CONTAINER (“extended CONTAINER”) which Licensee publishes or otherwise provides to Graphcore, then Licensee hereby grants to Graphcore the right to use, copy, transmit, deploy, make further modifications, extensions, derivatives of, or otherwise exploit said extended CONTAINER.

(d) General Restrictions.  Except 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 CONTAINER or any Graphcore Device or any software or firmware with which the CONTAINER may interact; (ii) use the CONTAINER in or for any unlawful or malicious purpose including for the creation or spread of viruses, or to deceive or mislead; or (iii) use or access the intellectual property of Graphcore other than as necessary to implement on the rights granted in this Agreement. In no event does this Agreement provide the right to use any trademark, service mark, logo or name of Graphcore publicly or in connection with promoting, offering or otherwise commercially exploiting Licensee’s products or services.

(e) Users also Restricted. For the avoidance of doubt, the restrictions contained in this Section 2 extend to Users and to that end, Licensee shall be liable for any act or omission of a user that results in a violation of this Section 2.

3. OWNERSHIP.

Licensee acknowledges and agrees that all intellectual property and industrial rights in and to the CONTAINER, save for those portions that originate from third parties, are the sole property of Graphcore.

4. UPDATES.

Graphcore reserves the right to make changes to the CONTAINER 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 “CONTAINER” under this Agreement for which such Update applies and use the Updates in a manner that is consistent with this Agreement.

5. NO OBLIGATION OF SUPPORT.

Graphcore is not obligated to provide any support of the CONTAINER. Graphcore may, at its discretion, provide or offer support, training or other services in connection with the CONTAINER on 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.

6. DISCLAIMERS.

(A) THE CONTAINER AND ITS COMPONENTS (INCLUDING SUPPORT AND UPDATES, IF ANY) ARE 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 CONTAINER WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE CONTAINER WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE CONTAINER WILL BE CORRECTED.  FURTHERMORE, GRAPHCORE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING USE OR THE RESULTS OF THE USE OF THE CONTAINER (INCLUDING SUPPORT, IF ANY, AND OPERATION OF THE CONTAINER WITH THE GRAPHCORE DEVICES) IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(B) LICENSEE ACKNOWLEDGES THAT USE OF THE CONTAINER BY ITSELF OR IN COMBINATION WITH OTHER FUNCTIONALITY, CONTAINER OR PROTOCOLS MAY REQUIRE LICENSES FROM THIRD PARTIES AND LICENSEE ACCEPTS SOLE RESPONSIBILITY FOR COMPLYING WITH SUCH LICENSES.

(C) THE CONTAINER AND ITS COMPONENTS ARE 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 CONTAINER AND ITS COMPONENTS ARE 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 CONTAINER 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 ANY PORTIONS OF THE CONTAINER OR THAT INCORPORATE ANY PORTION OF THE CONTAINER, 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.

7. 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 CONTAINER, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. IN NO EVENT SHALL GRAPHCORE’S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT OF USD 100. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.

8. MISCELLANEOUS.

(a) Governing Law.  This Agreement shall be governed by the laws of England and Wales, without reference to conflict of laws principles.

(b) Severability and Waiver.  No waiver, express or implied for any breach 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.  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.

2022.06