TERMS AND CONDITIONS OF SALE FOR INTEL AMERICAS, INC.

Except to the extent described in Section 13 (g) below, these are the Conditions under which Intel sells Products to you. These Conditions apply to the exclusion of any terms or conditions you seek to impose or incorporate, or that might be implied by usage of trade, custom, practice, course of dealing, course of performance or otherwise. Your acceptance of any offer (or counter-offer) by Intel is limited to these Conditions only. Intel’s acceptance of any offer by you is expressly made conditional on your assent to these Conditions. Intel objects to and rejects all additional or different terms and conditions. Your issuance of an Order or your acceptance of Products when delivered constitutes your acceptance of and assent to Intel’s applicable Order Acknowledgment, including these Conditions in full and without addition or modification, as the Contract between us. In these Conditions the definitions set out in Section 14 below apply.

1. Price and Taxes

The price for the Products is the price stated on the applicable Order Acknowledgment. If the applicable Order Acknowledgment does not state a price, then the price is set out in the Price List in effect at the time Intel accepted the Order. Sometimes, Intel may offer you pricing incentives in a Written Contract. If you do not comply with all of the terms of the Written Contract, the pricing incentives set out in that agreement will not apply and Intel may charge you the price specified in the Price List.

Prices are exclusive of all Transaction Taxes, which you must pay. If Intel is required by law to collect Transaction Taxes from you, you must pay the Transaction Taxes to Intel, as well as all other payments required under the Contract. Each party is responsible for its own respective income taxes or taxes based on gross revenues or gross receipts.

2. Terms of Payment and Security Interest

Intel may invoice you for the price of the Products on or at any time after the date Intel ships the Products. All sales on credit are subject to the approval of Intel’s credit department. All amounts invoiced by Intel are due (and paid at Intel’s bank) within 30 days from the date of invoice, without any offset, counterclaim, holdback or deduction. Whenever asked by Intel, you must promptly send to Intel your most current financial information. You must comply with payment terms and conditions contained in the Intel Corporation Money Laundering Prevention Policy (as provided to you from time-to-time by Intel). Intel may refuse to accept forms of payment mentioned as unacceptable in that policy.

If (a) your financial condition changes, (b) you default on any payment obligation to Intel, (c) you fail to meet or maintain Intel's minimum credit standards, or (d) you fail to provide requested financial information to Intel, Intel may at any time accelerate all amounts due from you to Intel, refuse or vary the credit terms, require payment by cash in advance or on delivery, suspend production or shipment of the Products, request adequate assurance, and pursue any remedies available at law or equity under the Contract. You must reimburse Intel on demand for all expenses incurred by Intel (including, reasonable attorneys’ fees and costs) with respect to any delinquent payment. Overdue amounts bear interest at the rate of the lesser of 1½% per month or the highest lawful monthly rate, accrued and compounded from the date due until paid.

You grant Intel a security interest in all present and future Products sold, delivered or licensed by Intel to you under the Contract, and all profits, rents, royalties and proceeds arising from or related to the Products. You must, on request from Intel, execute promptly any documents and perform any other acts, at your sole expense, that Intel considers necessary or advisable to confirm, continue and/or perfect the security interests granted under the Contract. You irrevocably authorize Intel to execute and file any financing statements covering all Products subject to the security interest granted under the Contract.

3. Title, Delivery and Risk of Loss

Intel will decide, at its discretion, the applicable shipping, title transfer, and delivery terms based on the delivery destination. Except for situations where DDU (Incoterm 2000 version) may be used, any stated Incoterms on shipping documents or Order Acknowledgements will be in reference to the Incoterms 2010 version. Unless specified otherwise by Intel or in the Contract, title to Products will transfer to you at the same time as the risk in the Products transfers to you in accordance with the applicable Incoterm. Shipment of Product may originate from Intel or from its authorized subcontractors or suppliers. Products will be shipped in Intel’s standard packaging and by the method Intel or its subcontractor considers best. If you request special packaging or shipping methods and Intel agrees to your request, Intel may invoice you for the extra cost. If you participate in any of Intel's specialized delivery programs, the terms of the program about title and delivery will apply to the supply of Products that are the subject of the program. Intel reserves the right to amend such terms and methods at any time without notice or liability.

4. Orders and Product Availability

Delivery dates and Product quantity availability, as described in the Order Acknowledgment (or as otherwise communicated to you), are estimates only. Intel will make reasonable efforts to deliver Products in accordance with the dates communicated to you; however, Intel is not liable for any failure to deliver where or when estimated. If, for whatever reason, Intel experiences Product shortages, Intel may hold or allocate Products among its customers, as Intel considers appropriate.

You may not cancel or reschedule an Order, or any part of an Order, for end-of-life Products. For other Products, you may only cancel or reschedule an Order, or part of an Order, if you notify Intel of the cancellation or rescheduling within the time limits notified to you from time-to-time by Intel. You may reschedule a Product shipment only once. Intel may invoice you a cancellation charge. Intel may, from time to time, specify a minimum order quantity and standard order increments for particular Products. If you request Products in quantities which do not meet Intel’s minimum order quantity or standard order increments requirements, Intel may invoice you the extra cost incurred by Intel in complying with your request.

5. Limited Warranty

(a) Hardware. Intel warrants to you that, on delivery, Hardware will be free from material defects in material and workmanship and will materially conform to Intel’s published specifications for one year from the date of shipment to you by Intel. This warranty will apply unless Intel provides a different warranty for the specific Hardware in the Price List in effect at the time of shipment, or on the Product packaging. This warranty is subject to Sections 5(d) through 5(h) below.

(b) Hardware Warranty Remedies. If you make a valid Hardware warranty claim under Section 5(a), Intel will, at its option and expense, within a reasonable period from Intel’s receipt of the defective Hardware: (i) repair the defect in the Hardware; (ii) correct any material non-conformance to published specifications; (iii) replace the non-conforming Hardware with Hardware of equal or better functional performance; or (iv) refund or credit to your account the purchase price paid by you. To receive the benefit of these remedies: (i) you must follow Intel’s return instructions (as may be detailed in an applicable Intel RMA policy) to return the Hardware to Intel’s service facility at your risk and expense; (ii) you must provide a written explanation of the non-compliance with the warranty set out or referred to in Section 5(a); (iii) Intel must be satisfied that the claimed non-compliance exists; and (iv) Intel must not have excluded the defect as “errata”. Returned units of Hardware that are not defective, that are not subject to warranty coverage as described in this Section 5, or that contain missing or damaged parts, will be returned to you at your sole expense, without credit, repair or replacement.

(c) Software. Intel warrants to you that the media on which the Software is provided to you will be free from material defects for thirty days from the date of delivery to you by Intel. If you make a valid Software warranty claim during the warranty period, Intel will, at its option and expense, repair or replace the defective media. This warranty is subject to Sections 5(d) through 5(h) below.

(d) Third Party Actions; Security Threats. Intel does not give or enter into any condition, warranty, or other term: (i) with respect to any malfunctions or other errors in its Products caused by virus, infection, worm or similar malicious code not developed or introduced by Intel; or (ii) to the effect that any Products will protect against all possible security threats, including intentional misconduct by third parties. Intel is not liable for any downtime or service interruption, for any lost or stolen data or systems, or for any other damages arising out of or relating to any such actions or intrusions or resulting from use of Products. Intel does not give or enter into any condition, warranty, or other term with respect to interoperability.

(e) Non-Intel Products. Any non-Intel branded or third-party products supplied to you by Intel are supplied "AS IS" without warranties of any kind.

(f) Warranty Limitations. Notwithstanding Sections 5(a) through 5(c) above, Intel does not give or enter into any condition, warranty, or other terms to the effect that Products (including any firmware embedded in Products) will be: failsafe; work without interruption or error; or be free from design defects or errors, designated by Intel as “errata”, including “errata” that may cause the Products (or any firmware embedded in Products) to deviate from published specifications. Intel may designate “errata” in its sole discretion, including after Product delivery or after your making of a warranty claim. Intel does not give or enter into any condition, warranty, or other terms about defective conditions or non-conformities resulting from: (i) misuse, incorrect installation, mishandling, neglect, accident, or abuse of any Products; (ii) improper or inadequate maintenance or calibration of any Products; (iii) errors resulting from incorporation or combination of any Product into or with any other product, service or system; (iv) interoperability; or (v) failure to apply Intel-supplied modifications or corrections. Intel is not liable for any downtime or system interruption attributed (or attributable) to your use of Intel’s electronic ordering or transaction systems or applications.

(g) Disclaimer. The warranties, conditions, other terms and remedies provided in the Contract are instead of any other warranty or condition, express, implied or statutory, including, those regarding merchantability, fitness for any particular purpose, noninfringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Intel does not assume (and does not authorize any person to assume on its behalf) any other liability. The warranties, conditions, and remedies provided in the Contract are not subject to assignment, transfer or pass-through to your direct or indirect customers and any attempted assignment or transfer is void.

(h) Exclusive Remedy. This Section 5 states your sole and exclusive remedy, and Intel’s sole and exclusive liability, with respect to Products sold to you by Intel. In no event will Intel be liable for any monetary damages or other costs associated with warranty claims whether for the replacement or repair of products, including labor, installation or other costs incurred by you and, in particular, any costs relating to the removal or replacement of any product soldered or otherwise permanently attached to any printed circuit board.

6. Limitations of Liability

(a) Except as otherwise noted in this Section 6, Intel will not be liable for any of the following losses or damages (whether such losses or damages were foreseen, foreseeable, known, or otherwise): (i) loss of revenue; (ii) loss of actual or anticipated profits; (iii) loss of the use of money; (iv) loss of anticipated savings; (v) loss of business; (vi) loss of opportunity; (vii) loss of goodwill; (viii) loss of use of the Products; (ix) loss of reputation; (x) loss of, damage to, or corruption of data; or (xi) any indirect, incidental, special, or consequential loss or damage however caused (including loss or damage of the type specified in this Section 6(a)).

(b) Except as otherwise noted in this Section 6, Intel's total cumulative liability to you, including for direct damages and any indemnification obligation under the Contract (and whether the breach arises because of breach of contract, negligence, or for any other reason), will not exceed the sum paid or payable to Intel by you under the Contract for Products that are the subject of and directly affected by such claim.

(c) You acknowledge that the limitations of liability provided in these Conditions are an essential part of the Contract. You agree that the limitations of liability provided in the Contract with respect to Intel will be conveyed to and made binding upon any customer of yours that acquires the Products, alone or in combination with other items from you.

(d) Indemnity for Certain Uses of Products. Unless otherwise expressly agreed in writing by Intel, Products conveyed to you under the Contract are not designed or intended for any application in which the failure of the Product could result in personal injury or death. You will indemnify, defend and hold harmless Intel, its directors, officers, employees, suppliers and subcontractors, against all claims, costs, damages and expenses (including reasonable attorneys’ fees and costs) arising, directly or indirectly, out of any claim of product liability, personal injury or death when associated with such unintended use of any Product, notwithstanding any claim that Intel, or its suppliers or subcontractors were negligent regarding the design or manufacture of the Product or any part of the Product.

(e) Damages Calculations for Certain Indemnity Claims. For indemnity claims under Section 7, and subject to the conditions under that Section, Intel will not be liable for paying those portions of amounts assessed or awarded based on: (i) the value of services or an assembly of products, devices or components that includes a Product, subject to a claim under Section 7, where that claim includes a demand for damages associated with the entire assembly (for example, damages based upon the “entire market value” rule); or (ii) the value or sales price of any products, devices, components or services other than a Product indemnified under the Contract, when an assessment or award includes an allegation that those other items would have been sold together with, or as spare parts sold for, a Product subject to a claim under Section 7 (for example, “convoyed sales” or “derivative sales”).

(f) Time Limit for Claims. Except for a claim to recover amounts owed, any claim or action arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) must be started within one year after the cause of action accrues. If a given event or circumstance or series of connected events or circumstances gives rise to more than one claim, all such claims arising out of the same events or circumstances will be treated as a single claim, which will be treated as having arisen on the date on which the first of the connected claims arose.

7. Patent, Copyright and Trade Secret Indemnification

(a) Indemnity. Intel will indemnify, and, at its election, defend, you against claims asserted against you in any suit or proceeding for direct patent or copyright infringement, or for Intel’s trade secret misappropriation, asserted against: (i) a Product, alone and not in combination with anything; or (ii) a combination of Products.

(b) Exclusions. Notwithstanding anything else in the Contract, Intel has no obligation to indemnify or defend the following claims:

(i) those asserted against elements or features in, or operation of, the hardware Product attributable in whole or in part to Intel’s inclusion of technology given by you to Intel, or compliance with your designs, specifications or instructions, including inclusion of code, circuitry or IP Blocks supplied by you or included at your request;

(ii) those asserted against the Product attributable in whole or in part to the Product’s modification by anyone other than Intel, or against the use of a Product, where that use is contrary to its specification or instructions for use;

(iii) those asserted against the combination of a Product with anything other than other Products;

(iv) those based on an allegation that a Product implements or complies with, in whole or in part, as shipped or when used, a Standard;

(v) those including an allegation that Intel, you, or a Product indirectly infringes, including by inducing or contributing to another’s infringement;

(vi) any claim (such as a counterclaim) that was made in response to a suit or proceeding first filed by you alleging patent infringement;

(vii) those including an allegation that a Product complies, in whole or in part, as shipped or when used, with any media decoding, encoding, or transcoding technology (such as, for example, through use of an audio or video codec); and

(viii) those asserting that you wilfully infringed.

(c) Conditions. Intel’s obligations under this Section 7 are conditioned on your prompt written notice to Intel of a claim and on your tender to Intel of the right to solely control and conduct the defense and any settlement of the claim. You must fully and timely cooperate with Intel and provide Intel with all reasonably requested authority, information and assistance. Intel will not be responsible for any costs, expenses or compromise incurred or made by you without Intel’s prior written consent.

(d) Defense, Settlement and Remedies. At its option, Intel will solely control and conduct the defense and any settlement of indemnified claims. Intel may, in its sole discretion and at its own expense: (i) procure for you the right to continue using the Product; (ii) replace the Product with a non-infringing Product; (iii) modify the Product so that it becomes non-infringing; or (iv) upon your return of the Product to Intel, credit you the purchase price for the Product, less appropriate depreciation.

(e) Personal Indemnity. The foregoing indemnity is personal to you. You may not assign, transfer or pass through this indemnity to your customers. You will notify your customers that they must look solely to you for any indemnity for claims of infringement asserted against Products purchased from you.

(f) Exclusive Remedy. The foregoing states Intel’s entire obligation and your exclusive remedy for claims of patent or copyright infringement, or trade secret misappropriation, by any Product.

8. Software License

Software provided by Intel is subject to strict compliance by you with the terms of the applicable software license agreement. In the absence of any separate software license agreement, Intel grants to you a non-exclusive, personal, non-sublicensable, limited right and license under Intel’s copyrights to load data into or display, view or extract output results from, or otherwise operate any portion of the Software together with the Hardware, or to distribute the Software together with the Hardware.

9. Product and Manufacturing Changes

Intel reserves the right to change or modify the Products, or modify the specifications or manufacturing processes for Products. Intel will use reasonable efforts to notify you of any proposed changes to published specifications.

10. Events Beyond a Party’s Control, Force Majeure

Except for your payment obligations, neither party will be liable for any failure or delay in performing its obligations under the Contract to the extent such failure or delay is caused by a Force Majeure Event. In such circumstances, the time for performance will be extended by a period equivalent to the period during that performance of the obligation has been delayed or failed to be performed.

11. Export

You must comply with all laws and regulations of the United States and other countries governing the export, re-export, import, transfer, distribution, use, and servicing of Products. In particular, you must not: (a) sell or transfer Product to a country subject to sanctions, or to any entity listed on a denial order published by the United States government or any other relevant government; or (b) use, sell, or transfer Product for the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons, or for any other purpose prohibited by the United States government or other applicable government; without first obtaining all authorizations required by all applicable laws. For more details on your export obligations, please visit http://www.intel.com/content/www/us/en/legal/export-compliance.html?wapkw=export.

12. Privacy

Each party will process Personal Information it obtains from the other in compliance with the legal requirements and local laws applicable to the Personal Information. You must give to Intel, or obtain on Intel’s behalf, all necessary consents required in order for Intel to process Personal Information to comply with the Contract. Such processing may include: conducting co-marketing or training; managing orders and accounts; and conducting credit related activities such as searches, reference checks, assessment and analysis.

13. General

(a) Selling Entity/Purchasing Entities. Intel Corporation sells Products through its selling entity, Intel Americas, Inc. Intel Corporation is not a selling entity and will not sell Products directly to you. You are responsible for the Purchasing Entity’s actions and you warrant that each Purchasing Entity is bound by the provisions of the Contract, including those as to choice of law, jurisdiction, and venue selection.

(b) Governing Law, Jurisdiction & Venue. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, will be governed by the laws of the State of Delaware U.S.A. and the United States notwithstanding its conflicts of laws provision. Each party irrevocably agrees the courts of Delaware, U.S.A. will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation. You waive any objection to such choice of law, jurisdiction and venue selection. The parties expressly reject the application of the United Nations Convention on Contracts for the International Sale of Goods.

(c) No Assignment. Intel may assign its rights or obligations under the Contract. You must not, without the prior written consent of Intel, assign or transfer any of your rights or obligations under the Contract.

(d) Confidentiality. Information provided by Intel to you may include information marked as confidential. You must treat such information as confidential under the terms of the applicable nondisclosure agreement between Intel and you. If you have not entered into a non-disclosure agreement with Intel, you will not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by Intel. Intel retains all rights in and to specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets and other proprietary rights relating to the Products. Any breach by you of the confidentiality obligations provided for in the Contract will cause irreparable injury to Intel for which money damages may be inadequate to compensate Intel for losses arising from such a breach. Intel may obtain equitable relief, including injunctive relief, if you breach or threaten to breach your confidentiality obligations.

(e) Notices. Any notice or other communication given to a party under or in connection with the Contract must be in writing, addressed to that party at their registered corporate offices or such other address (or e-mail address) as that party may have specified to the other party in writing as an appropriate contact address. A notice or other communication may be delivered personally, sent by prepaid first-class post or other next working day delivery service, reputable commercial courier, fax, or e-mail.

(f) Electronic Contracting. Neither party will contest the enforceability of any transaction on the basis the transaction was conducted electronically.

(g) Entire Agreement. These Conditions may be incorporated by reference in other Written Contracts, all of which constitute the Contract that is the entire agreement between Intel and you for sale of Products. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Intel that is not set out in the Contract. Nothing in this Section will limit or exclude any liability for fraud or fraudulent misrepresentation.

(h) Severance. If any provision or part of the Contract is held invalid, illegal or unenforceable, it will be deemed changed to the minimum extent necessary to make it valid, legal and enforceable. If such change is not possible, the relevant provision or part will be deemed deleted. Any change to, or deletion of, a provision or part under this Section will not affect the validity or enforceability of the rest of the Contract. Any terms in the Contract that by their nature, extend beyond the termination or expiration of any sale or license of Products will remain in effect until fulfilled.

(i) Order of Precedence. If there is a conflict between these Conditions and any Written Contract, the Written Contract will prevail with respect to any conflicting term. Except as may be specifically and narrowly set out in a Written Contract, this Contract will govern all sales of Products. Except as expressly provided in these Conditions, no variation or modification of the Contract, including the introduction of any additional or different terms and conditions, will be effective unless it is in writing and signed by Intel.

(j) Waiver. Rights and remedies conferred under the Contract, or by any other agreement or law, are cumulative and may be exercised independently or concurrently. A waiver of any right or remedy under the Contract or law is only effective if given in writing and will not be deemed a waiver of any later breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

(k) Third-Party Rights. Any subsidiary or holding company of Intel, or subsidiary of Intel’s holding company, may enforce the Contract as if it were Intel. Any other person who is not a party to the Contract will not have any right to enforce its terms.

(l) Miscellaneous Rules of Interpretation. A “person” includes a natural person, or corporate or unincorporated body (whether or not having a separate legal personality), and a reference to company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a party includes its personal representatives, successors or permitted assigns. Any phrase introduced by the terms “including”, “include”, “in particular”, “for example” or similar expression is illustrative and does not limit the sense of the words preceding those terms.

14. Definitions

The following definitions apply to these Conditions:

• • Conditions: these Intel standard terms and conditions that apply to all sales of Products to you.
• • Contract: the agreement arising between Intel and you for the sale of the Products under these Conditions.
• • Force Majeure Event: any event beyond a party’s reasonable control, that by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, electronic viruses, worms or corrupting microcode, shortage of supply or delay in delivery by Intel’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.
• • Hardware: Intel-branded tangible equipment, devices, components or parts provided to you under the Contract.
• • Intel: Intel Corporation and its majority owned subsidiaries.
• • IP Blocks: reusable units of logic, cell, or chip layout design that are the technology of an entity other than Intel.
• • Order: a request from you to buy Products from Intel. The request may be in the form of a purchase order or an electronic order placed through a business-to-business electronic system.
• • Order Acknowledgement: confirmation provided to you from Intel confirming that your Order has been accepted. Intel may provide an Order Acknowledgement in writing, by e-mail or via a business-to-business electronic system.
• • Personal Information: any information that may identify an individual and is provided to the other party in connection with the sale and purchase of the Products.
• • Price List: a list of Products and prices published and made available to customers from time-to-time by Intel.
• • Product/Products: Hardware and/or Software provided to you under the Contract.
• • Purchasing Entity: You, your affiliate, subsidiary, parent or agent that may purchase Products from Intel.
• • Services: any Hardware or Software installation, customization, maintenance, repair, technical data and other support services for Products that are provided by Intel to you as a part of any Order.
• • Software: machine-readable instructions as provided to you under the Contract.
• • Standard: any generally recognized technology or technical standard promulgated, distributed, specified, or published by an entity whose activities include developing, coordinating, promulgating, amending, reissuing, or otherwise producing standardized technology specifications or protocols for adoption by product manufacturers or the public. “Standards” includes “de facto” technology or technical standards that are initially introduced by one or more entities, which then become more widely adopted by others in other products; includes features characterized as “mandatory,” “optional,” and their equivalents; and includes versions characterized as “draft.” Examples of Standards include GSM, GPRS, EDGE, CDMA, UMTS, LTE, WCDMA, WiFi (also known as 802.11[x]), Bluetooth (also known as 802.15.1), and de-facto standards such as HTML or VHS (video). Examples of entities that promulgate, distribute, specify or publish Standards include the IEEE, ITU, 3GPP, ETSI, and the USB Implementers’ Forum.
• • Transaction Taxes: all taxes applicable to the sale or the purchase of the Products under the Contract, including sales and use taxes, value added taxes and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges but excluding income taxes or taxes based on gross revenues or gross receipts.
• • Written Contract: an agreement with you regarding Products, signed by an Intel Vice President, President, or CEO, or issued by Intel and accepted by you through Intel’s “Click-to-Accept” web interface. you or your: the person or firm that buys or is provided Products in accordance with the Contract.