Compute Express Link™: The Breakthrough CPU-to-Device Interconnect
Download an Evaluation Copy of the CXL™ 1.1 Specification and the CXL 1.1 Errata.
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COMPUTE EXPRESS LINK CONSORTIUM, INC.
EVALUATION COPY AGREEMENT – as of April 3, 2020
THIS EVALUATION COPY AGREEMENT ("Agreement"), dated as of the Effective Date (as defined below), governs the access and use of the CXL Specification (as defined herein), which is owned by Compute Express Link Consortium, Inc., a Delaware nonprofit corporation (“CXL”).
THE PERSON ASSENTING TO THIS AGREEMENT HEREBY AGREES AND CONFIRMS THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE OF, AND HAS THE FULL AUTHORITY TO ASSENT TO THIS AGREEMENT ON BEHALF OF, THE ENTITY OR OTHER USER THAT IS IDENTIFIED IN THE DOWNLOADING PROCESS (HEREINAFTER, THE “END USER”). THIS AGREEMENT GOVERNS THE ACCESS AND USE OF THE CXL SPECIFICATION BY THE END USER AND ITS AFFILIATES.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the End User agrees as follows:
1. DEFINITIONS. In addition to any other defined terms herein, the following terms have the following meanings:
1.1 "CXL Specification" means the evaluation copy of the following CXL specification: CXL 1.1 Specification
1.2 "Intellectual Property Right(s)" means any patent, copyright, trade name, trademark, trade secret, know-how, or any other intellectual property right or proprietary right whether registered or unregistered and whether now known or hereafter recognized in any jurisdiction.
2. EVALUATION LICENSE.
2.1 Evaluation License. Subject to the End User’s compliance with this Agreement, CXL grants the End User a non-exclusive, non-sublicensable, non-assignable, non-transferable, worldwide, royalty-free copyright license to use this CXL Specification solely for internal evaluation purposes inside the End User entity (“Evaluation License”).
2.2 Further Conditions. The Evaluation License is explicitly subject to the following additional terms and conditions:
(i) The Evaluation License is personal to the End User and is not transferable, sub-licensable, or assignable to any other party.
(ii) End User is prohibited from revising, altering, modifying, making any derivatives of, or otherwise amending any part of the CXL Specification.
(iii) Except for the limited internal evaluation purpose set forth in the Evaluation License under Section 2.1 above, nothing in this Agreement shall be deemed as granting (either expressly, implied or by estoppel) to the End User any kind of license to implement the CXL Specification, any other CXL standards, or any other Intellectual Property Rights owned by CXL.
(iv) This Agreement does not independently bestow on the End User (either expressly, impliedly or by estoppel) any of the benefits or rights of a Member of CXL, including without limitation any rights or protections granted to CXL Members under CXL’s Intellectual Property Policy, Bylaws, or any other policies, procedures or documents that govern CXL or its CXL Members (“CXL Governing Documents”). In order to be a CXL Member, the End User must separately agree to all of the CXL Governing Documents which govern the CXL Members.
FOR PURPOSES OF CLARITY AND FOR THE AVOIDANCE OF DOUBT, IF THE END USER IS NOT A MEMBER OF CXL BUT STILL ELECTS TO IMPLEMENT THE CXL SPECIFICATIONS, THE END USER IS HEREBY GIVEN NOTICE THAT: (A) THE END USER’S ELECTION TO DO SO IS AT ITS OWN RISK AND THE END USER ASSUMES ALL RESPONSIBILITY FOR OBTAINING ALL INTELLECTUAL PROPERTY RIGHTS FROM THIRD PARTIES NEEDED TO IMPLEMENT THE CXL SPECIFICATION; AND (B) THIS EVALUATION LICENSE DOES NOT GIVE THE END USER ANY OF THE RIGHTS GRANTED TO CXL MEMBERS UNDER THE CXL GOVERNING DOCUMENTS.
2.3 CXL’s Reservation of its Rights Except for the limited Evaluation License in Section 2.1, CXL retains and reserves all rights, title and interest in and to all of the CXL Specification, all other CXL standards, all CXL trademarks/service marks, and all other CXL Intellectual Property Rights.
3. DISCLAIMERS BY CXL; LIMITATION OF CXL’S LIABILITY. END USER ACKNOWLEDGES AND AGREES THAT THE CXL SPECIFICATION AND ALL INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS" AND THAT NEITHER CXL NOR ANY CXL MEMBERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE CXL SPECIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CXL HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR AT COMMON LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, AND/OR NON-INFRINGEMENT WITH REGARD TO THE CXL SPECIFICATION AND THE INFORMATION CONTAINED THEREIN.
CXL SHALL HAVE NO LIABILITY ARISING OUT OF ANY USE OF THE CXL SPECIFICATION BY END USER, ANY OF ITS CUSTOMERS, OR ANY OTHER PARTY, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE. NEITHER CXL, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, OR AFFILIATES SHALL BE LIABLE TO END USER, ITS CUSTOMERS OR ANY OTHER PARTY FOR DIRECT OR INDIRECT DAMAGES, WHETHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF USE DAMAGES), AND WHETHER OR NOT FORESEEABLE, ARISING OUT OF, OR RESULTING FROM, END USER’S LICENSE TO USE, OR ANY OTHER USE OF, THE CXL SPECIFICATION.
IN NO EVENT SHALL CXL OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS OR AFFILIATES BE LIABLE TO END USER, ITS CUSTOMERS, OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOSS OF DATA OR EQUIPMENT DOWNTIME, EVEN IF CXL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN THE EVENT THAT ANY LIABILITY IS NEVERTHELESS IMPOSED ON CXL UNDER THIS AGREEMENT FOR ANY REASON WHATSOEVER, THE AGGREGATE AMOUNTS PAYABLE BY CXL BY REASON THEREOF SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1000).
4. NOTICE REGARDING PCI-SIG UNIQUE VALUE. The following notice governs any PCI-SIG Unique Value which may be provided or contained in the CCIX Specification:
NOTICE TO USERS: THE UNIQUE VALUE THAT IS PROVIDED IN ANY CXL SPECIFICATION IS FOR USE IN VENDOR DEFINED MESSAGE FIELDS, DESIGNATED VENDOR SPECIFIC EXTENDED CAPABILITIES, AND ALTERNATE PROTOCOL NEGOTIATION ONLY AND MAY NOT BE USED IN ANY OTHER MANNER, AND A USER OF THE UNIQUE VALUE MAY NOT USE THE UNIQUE VALUE IN A MANNER THAT (A) ALTERS, MODIFIES, HARMS OR DAMAGES THE TECHNICAL FUNCTIONING, SAFETY OR SECURITY OF THE PCI-SIG ECOSYSTEM OR ANY PORTION THEREOF, OR (B) COULD OR WOULD REASONABLY BE DETERMINED TO ALTER, MODIFY, HARM OR DAMAGE THE TECHNICAL FUNCTIONING, SAFETY OR SECURITY OF THE PCI-SIG ECOSYSTEM OR ANY PORTION THEREOF (FOR PURPOSES OF THIS NOTICE, “PCI-SIG ECOSYSTEM” MEANS THE PCI-SIG SPECIFICATIONS, MEMBERS OF PCI-SIG AND THEIR ASSOCIATED PRODUCTS AND SERVICES THAT INCORPORATE ALL OR A PORTION OF A PCI-SIG SPECIFICATION AND EXTENDS TO THOSE PRODUCTS AND SERVICES INTERFACING WITH PCI-SIG MEMBER PRODUCTS AND SERVICES).