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Intrinsic ID Development and Evaluation License Agreement (“Agreement”)

Intrinsic ID B.V., registered with the Dutch Chamber of Commerce under number 17233801, with offices at High Tech Campus 9, 5656 AE Eindhoven, The Netherlands, hereinafter referred to as “Intrinsic ID”, hereby grants you, as a registered user of the Developer Portal, hereinafter referred to as “Customer” the right to use the provided evaluation materials (hereinafter referred to as “the Development and Evaluation Package”) solely for the development, evaluation and testing purposes concerning the implementation thereof (“the Purpose”), under the terms and conditions as provided below.

Article 1. Development and Evaluation only

  • You can only use the Evaluation Package for testing and evaluation
  • No sale or distribution of any kind outside your organization is permitted

The Development and Evaluation Package is provided solely for the Purpose. It may not be offered for sale or lease or sold, leased or otherwise distributed to third parties. Distribution to third parties who are involved in the development, evaluation and testing is permitted, but only if these third parties are aware of and agree to abide by the terms of this Agreement. Customer agrees to be liable for any failure on their part to do so.

The Development and Evaluation Package is and remains the property of Intrinsic ID. No ownership or other title (including of intellectual property rights) is transferred by virtue of this Agreement.

The Development and Evaluation Package includes licensed software and/or hardware IP and associated documentation as detailed in Annex 1 to this Agreement “Services and Deliverables”.  During the Development and Evaluation Term, the Development and Evaluation Package and the results from their use may only be used for internal evaluation use at Customer and may not be used for any commercial purpose including but not limited to use for production silicon devices.

Intrinsic ID acknowledges that Customer may currently or in the future develop information internally, or receive information from other parties that is similar to the Development and Evaluation Package.  Nothing in this Agreement shall prohibit Customer from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the Development and Evaluation Package, provided that Customer does not violate any of its obligations under this Agreement in connection with such development.

Article 2. Confidentiality

  • All contents of the Evaluation Package is strictly confidential
  • You shall not reverse engineer closed or binary components

The Development and Evaluation Package and all its components are Confidential Information of Intrinsic ID, whether marked as confidential or proprietary or not. Customer shall use the Confidential Information only for the Purpose.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is in the public domain on the date hereof or comes into the public domain other than through the fault or negligence of Customer; (ii) is lawfully obtained by Customer from a third party without breach of this Agreement and otherwise not in violation of Intrinsic-ID’s rights; (iii) is known to Customer at the time of disclosure as shown by its written records in existence at the time of disclosure; or (iv) is independently developed by Customer, provided Customer can demonstrate that it did so without making any use of any Confidential Information or other information that Intrinsic ID disclosed in confidence to any third party.

If Customer is required to disclose Confidential Information pursuant to the order of any court or governmental agency, Customer shall first notify Intrinsic ID of any such order and, if practicable, afford such Party the opportunity to seek a protective order relating to any such disclosure and, provided further, that Customer will furnish only that portion of the Confidential Information that it is legally required to disclose and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the remaining Confidential Information.

Customer shall not reverse engineer, decompile or otherwise investigate the internal workings of any part of the Development and Evaluation Package. Customer shall not publish any findings or results of Customer’s evaluation and testing of the Development and Evaluation Package without the prior written permission of Intrinsic ID.

Article 3. Export

  • Parts of the Evaluation Package may be subject to export control laws
  • It is solely your responsibility to verify whether you need export permissions

In recognition of European Union, US and other export control or embargo laws, resolutions and regulations, each party agrees that it will not export, or transfer for the purpose of re-export, any product, technology or information received, created or obtained in relation with this Agreement (the “Controlled Item”) in violation of any European Union, US, international or other applicable regulation, treaty, resolution, Executive Order, law, statute or order. Further, each partyshall not export and shall not permit the export of any Controlled Item to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such European Union, US, International or other applicable regulation, treaty, resolution, Executive Order, law, statute or order. It is the responsibility of each party, at such party’s expense, to obtain all approvals and consents from any governmental or international entity prior to any export or re-export of a Controlled Item for any reason.

Each party will indemnify and hold the other harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees) arising from or relating to any breach of its obligations under this section.  Each party’s obligations under this section shall survive the expiration or termination of this Agreement.

Article 4. Warranty and liability; indemnification

  • The Evaluation Package is provided “AS-IS”
  • Intrinsic ID has no liability towards you for any damages

TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS EXPLICITLY INDICATED IN WRITING OTHERWISE, INTRINSIC ID EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS REGARDING ANY SERVICE OR GOODS.

INTRINSIC ID SHALL BE LIABLE TOWARDS CUSTOMER ONLY FOR DAMAGES ARISING OUT OF ITS INTENTIONAL MISCONDUCT TOWARDS CUSTOMER OR MATERIALLY NEGLIGENT PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT. INTRINSIC ID SHALL NEVER BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILFULL MISCONDUCT OF INTRINSIC ID.

Article 5. Term and termination

  • You can use the Evaluation Package for as long as you have an active account

This Agreement enters into force on the day that it is signed by both parties and remains so until terminated as provided below.

Either Party may terminate this Agreement in case of any breach by the other party. Further, the Agreement terminates automatically upon Customer’s cancellation of its account for the Development Portal. Further, Intrinsic ID may terminate the Agreement when it closes the Development Portal or makes substantial changes to that service.

Upon termination, Customer shall destroy all parts of the Development and Evaluation Package in its possession.

Article 8. Miscellaneous terms

  • Dutch law applies
  • Intrinsic ID may change this Agreement at any time

The laws of The Netherlands govern this Agreement without giving effect to its conflict of law provisions.

The parties enter into the Agreement as independent contractors. No employment relationship is created by the Agreement between Intrinsic ID and Customer or any of their respective employees or agents.

The Agreement shall not be assigned or otherwise transferred by a party without the prior written consent of the other party, which shall not be unreasonably withheld. Any such assignment without such consent will be null and void. However, no consent is necessary for an assignment or transfer of the Agreement to any company that succeeds to substantially all of that party’s business. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired. In this event, the parties shall substitute the invalid, illegal or unenforceable provision by a valid one which as closely as possible achieves the economic purpose of the invalid, illegal or unenforceable provision.

Intrinsic ID may unilaterally revise the terms of this Agreement at any time. Revisions will be announced through the Developer Portal in an appropriate manner. If Customer does not wish to accept the revised terms, it shall terminate the Agreement prior to the revised terms taking effect.

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