Member Dashboard
You must be logged in to view this information. Click here to log in.
No assigned company found for the current user.
1.1 Fees. No initial fees will be applicable to Participant’s involvement with the Alliance, provided that the Sponsor reserves the right to charge Participant membership fees to be negotiated in good faith by the Parties in connection with Phase Two or other future iteration of the Alliance. For the avoidance of doubt, no fees will be charged to or due from Participant based solely on this Agreement.
1.2 Profile. Within thirty (30) days of the Effective Date, Participant will submit to Sponsor a company profile, including (i) details of Participant’s AI inference products, activities, and focus areas and (ii) Participant trademarks and branding elements for use in connection with Alliance activities (“Participant Profile”).
1.3 Access to Sponsor System. Participant will use a generally available Sponsor system-on-chip and platform to test and develop the AI Use Case(s) below and Participant shall be solely responsible for acquiring such a system, or access to such a system for those purposes.
1.4 Use Case(s). The Participant will develop one or more use case(s) that describe a combination of Sponsor and Participant hardware and software on which a specific and identifiable set of benchmarks has been run under replicable conditions to produce an AI inference computing result that addresses an industry or customer need (each, an “AI Use Case”).
1.5 Submission of AI Use Case(s). The Participant will submit to the Sponsor one or more AI Use Case(s) (in a form prescribed by Sponsor from time to time) that Participant wishes to be published on the Alliance website. Each AI Use Case will include, without limitation: (i) a description of the use case and the technical problem it addresses; (ii) the specific hardware and accelerator configuration used in the AI Use Case; (iii) the specific benchmark(s) or other software that was run on the hardware and accelerator, including particular version numbers, to generate the AI inference computing result for the use case; (iv) the expected outcomes or benefits, including power consumption information, of the AI Use Case; (v) any internal reports, benchmark results, or analysis of benchmark results related to the AI Use Case that would be material to Sponsor in evaluating the reliability of the AI Use Case; and (vi) any other information necessary to allow Sponsor or a third party to replicate the results of the AI Use Case. Participant must submit at least one AI Use Case within sixty (60) days of the Effective Date.
2. Sponsor Obligations2.1 Website. Sponsor will develop and operate the Alliance website, which will describe the Alliance Purpose and feature Alliance trademarks.
2.2 Alliance Trademarks. Sponsor will develop, design, and acquire rights in such Alliance trademarks as Sponsor, in its sole discretion, may determine. Sponsor will license such Alliance trademarks to Participant as described further in Paragraph 3.2.1.
2.3 Publication of Approved Results. Sponsor may publish all or a portion of any AI Use Case in unmodified form. If Sponsor determines, in its sole discretion, that modifications to the submitted AI Use Case are required, Sponsor and Participant will discuss such modifications in good faith. Sponsor will not publish a modified version of such AI Use Case without Participant’s consent, which will not be unreasonably withheld. Sponsor reserves the right to remove any published AI Use Case for any reason, at any time, without notice.
3. Intellectual Property; Confidential Information3.1 Participant Licenses to Sponsor
3.1.1 Copyright License. Participant hereby grants to Sponsor a worldwide, royalty-free, non-exclusive, irrevocable, transferable, sublicensable right and license, under all Participant’s (including any affiliates’) copyrights and all other materials provided by Participant to Sponsor as part of a Participant Profile, AI Use Case, or otherwise provided by Participant to sponsor in connection with the Alliance (“Participant Contributions”), to use, copy, distribute, reproduce, display, publish, publicly perform, translate, alter, modify, prepare derivative works of, and otherwise exploit the Participant Contributions, solely for the Alliance Purpose.
3.1.2 Trademark License. Participant hereby grants to Sponsor a worldwide, royalty-free, non-exclusive, irrevocable, transferable, sublicensable right and license, under all Participant’s (including any affiliates’) trademarks included in a Participant Profile or otherwise provided to Sponsor and designated for use with a Participant Profile or AI Use Case, to use such trademarks solely for the Alliance Purpose.
3.1.3 Removal of Participant Contributions. Notwithstanding the irrevocability of the foregoing licenses, Sponsor will, within 10 days of Participant’s written request, (i) remove any published AI Use Case, Participant Profile page, or other similar Participant Contribution from the Alliance website; and (ii) not republish or otherwise publicly disclose any such Participant Contribution.
3.2 Sponsor License to Participant
3.2.1 Trademark License. Subject to Participant’s compliance with the terms of this Agreement, Sponsor hereby grants to Participant a worldwide, royalty-free, non-transferable, non-sublicensable, non-exclusive, revocable license, under Sponsor’s rights in the Alliance trademark(s) identified in writing by Sponsor from time to time, to use such Alliance trademark(s) only in furtherance of the Alliance Purpose and to promote AI Use Case(s) that Participant has submitted to Sponsor and that are currently published on the Alliance website.
3.3 Confidential Information. The Parties agree that no information submitted by Participant in connection with the Alliance (including, without limitation, the Participant Profile or any AI Use Case) will be deemed or treated as confidential; provided, however, if a Participant desires to disclose information relating to the Alliance that it deems confidential, it will notify Sponsor, and the Parties will negotiate applicable confidentiality restrictions in good faith. Notwithstanding the foregoing and for the avoidance of doubt, (i) the Parties may exchange information unrelated to the Alliance that is confidential and covered by separate confidentiality obligations; and (ii) nothing in this Agreement modifies the confidential nature of such unrelated information or either party’s obligations with respect thereto. The Parties acknowledge that confidential Alliance-related information may be exchanged in connection with Phase Two, and such information will be covered by future negotiated confidentiality provisions.
4. Participant Representations and Warranties4.1 Non-Infringement. Participant represents and warrants that any Participant Contributions do not and will not infringe, misappropriate, or otherwise conflict with any intellectual property or confidentiality rights of any other person or entity, and that any Participant Contributions do not contain confidential information of Sponsor or any other third party.
4.2 Diligence and Candor. Participant represents and warrants that it has undertaken reasonable diligence to ensure that all AI Use Case submissions are accurate and complete, that benchmark results and technical claims have been verified in accordance with industry standards and practices, and that Participant has not withheld, concealed, or otherwise failed to disclose to Sponsor any information that a reasonable person with relevant industry knowledge would consider to be material when evaluating the AI Use Case.
5. Term and Survival:5.1 Term: This Agreement will commence on the Effective Date and will remain in effect until terminated by either party (i) for convenience upon 10 days’ written notice; or (ii) immediately upon the non-terminating party’s material breach.
5.2 Survival: The rights and obligations contained in Sections 3.1, 4, and 6 will survive the termination of this Agreement.
6. Miscellaneous: This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. Any disputes arising under or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts located in Santa Clara County, California. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all prior agreements, understandings, and representations. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party has authority to contract for nor bind the other party in any manner. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.* * * * *
The Parties have executed this Alliance Participation Agreement as of the Effective Date.Partner with us as we build an ecosystem of leading AI solutions powered by industry-leading cloud native technologies.
"*" indicates required fields