Software License Agreement for NVIDIA CUDA Toolkit

 

IMPORTANT NOTICE -- READ CAREFULLY: This Software License Agreement ("Agreement") for NVIDIA CUDA Toolkit, including computer software and associated documentation ("Software"), is the Agreement which governs use of the SOFTWARE of NVIDIA Corporation and its subsidiaries ("NVIDIA") downloadable herefrom. By downloading, installing, copying, or otherwise using the SOFTWARE, You (as defined below) agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not download the SOFTWARE. 

 

RECITALS 

 

Use of NVIDIA's SOFTWARE requires three elements: the SOFTWARE, an NVIDIA GPU or application processor ("NVIDIA Hardware"), and a computer system. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is not sold, and instead is only licensed for Your use, strictly in accordance with this Agreement. The NVIDIA Hardware is protected by various patents, and is sold, but this Agreement does not cover the sale or use of such hardware, since it may not necessarily be sold as a package with the SOFTWARE. This Agreement sets forth the terms and conditions of the SOFTWARE only. 

 

1. DEFINITIONS 

 

1.1 "Licensee," "You," or "Your" shall mean the entity or individual that downloads and uses the SOFTWARE. 

 

1.2 "Redistributable SOFTWARE" shall mean the redistributable libraries referenced in Attachment A of this Agreement.

 

1.3 "SOFTWARE" shall mean the deliverables provided pursuant to this Agreement. 

 

2. GRANT OF LICENSE 

 

2.1 Rights and Limitations of Grant. Provided that Licensee complies with the terms of this Agreement, NVIDIA hereby grants Licensee the following limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted otherwise for Redistributable Software in Sections 2.1.2 and 2.1.3 of this Agreement) right to use the SOFTWARE, with the following limitations: 

 

2.1.1 Usage Rights. Licensee may install and use multiple copies of the SOFTWARE on a shared computer or concurrently on different computers, and make multiple back-up copies of the SOFTWARE, solely for Licensee's use within Licensee's Enterprise. "Enterprise" shall mean individual use by Licensee or any legal entity (such as a corporation or university) and the subsidiaries it owns by more than 50 percent.

 

2.1.2 Redistribution Rights.  Licensee may transfer, redistribute, and sublicense certain files of the Redistributable SOFTWARE, as defined in Attachment A of this Agreement, provided, however, that (a) the Redistributable SOFTWARE shall be distributed solely in binary form to Licensee's licensees ("Customers") only as a component of Licensee's own software products (each, a "Licensee Application"); (b) Licensee shall design the Licensee Application such that the Redistributable SOFTWARE files are installed only in a private (non-shared) directory location that is used only by the Licensee Application; (c) Licensee shall obtain each Customer's written or clickwrap agreement to the license terms under a written, legally enforceable agreement that has the effect of protecting the SOFTWARE and the rights of NVIDIA under terms no less restrictive than this Agreement.    

 

2.1.3 Further Redistribution Rights. Subject to the terms and conditions of the Agreement, Licensee may authorize Customers to further redistribute the Redistributable SOFTWARE that such Customers receive as part of the Licensee Application, solely in binary form, provided, however, that Licensee shall require in their standard software license agreements with Customers that all such redistributions must be made pursuant to a license agreement that has the effect of protecting the SOFTWARE and the rights of NVIDIA whose terms and conditions are at least as restrictive as those in the applicable Licensee software license agreement covering the Licensee Application. For avoidance of doubt, termination of this Agreement shall not affect rights previously granted by Licensee to its Customers under this Agreement to the extent validly granted to Customers under Section 2.1.2. 

 

2.1.4 Linux/FreeBSD Exception. Notwithstanding the foregoing terms of Sections 2.1.1, 2.1.2 and 2.1.3, SOFTWARE designed exclusively for use on the Linux or FreeBSD operating systems, or other operating systems derived from the source code to these operating systems, may be copied and redistributed, provided that the binary files thereof are not modified in any way (except for unzipping of compressed files). 

 

2.1.5 Additional Licensing Obligations

 

Licensee acknowledges and agrees that its use of certain third party components included with the SOFTWARE may be subject to additional licensing terms and conditions as set forth or referenced in Attachment B of this Agreement.

 

2.1.6 Limitations 

 

No Reverse Engineering. Licensee may not reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain the source code. 

 

No Separation of Components. The SOFTWARE is licensed as a single product.  Except as authorized in this Agreement, Software component parts of the Software may not be separated for use on more than one computer, nor otherwise used separately from the other parts. 

 

No Rental. Licensee may not rent or lease the SOFTWARE to someone else. 

 

3. TERM AND TERMINATION 

 

This Agreement will continue in effect for two (2) years ("Initial Term) after Your initial download and use of the SOFTWARE, subject to the exclusive right of NVIDIA to terminate as provided herein. The term of this Agreement will automatically renew for successive one (1) year renewal terms after the Initial Term, unless either party provides to the other party at least three (3) months prior written notice of termination before the end of the applicable renewal term.

 

This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions hereof. In such event, Licensee must destroy all copies of the SOFTWARE and all of its component parts. 

 

Defensive Suspension. If Licensee commences or participates in any legal proceeding against NVIDIA, then NVIDIA may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this Agreement during the pendency of such legal proceedings. 

 

4. COPYRIGHT 

 

All rights, title, interest and copyrights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by NVIDIA, or its suppliers. The SOFTWARE is protected by copyright laws and international treaty provisions. Accordingly, Licensee is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this Agreement and that it may make one copy of the SOFTWARE solely for backup or archive purposes. 

 

RESTRICTED RIGHTS NOTICE. Software has been developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the Agreement under which Software was obtained pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050

 

5. APPLICABLE LAW 

 

This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The courts of Santa Clara County, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

 

6. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY 

 

6.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 

 

6.2 No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

6.3 No Support.  NVIDIA has no obligation to support or to provide any updates of the Software. 

 

7. MISCELLANEOUS 

 

7.1 Feedback. Notwithstanding any Non-Disclosure Agreement executed by and between the parties, the parties agree that in the event Licensee or NVIDIA provides Feedback (as defined below) to the other party   on how to design, implement, or improve the SOFTWARE or Licensee's product(s) for use with the SOFTWARE, the following terms and conditions apply the Feedback:

 

7.1.1 Exchange of Feedback. Both parties agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in written or source code form, relating to (i) the SOFTWARE; (ii) Licensee's products; (iii) Licensee's use of the SOFTWARE; or (iv) optimization/interoperability of  Licensee's product with the SOFTWARE (collectively defined as "Feedback").  In the event either party provides Feedback to the other party, the party receiving the Feedback may use any Feedback that the other party voluntarily provides to improve the (i) SOFTWARE or other related NVIDIA technologies, respectively for the benefit of NVIDIA; or (ii) Licensee's product or other related Licensee technologies, respectively for the benefit of Licensee.  Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) SOFTWARE or other related technologies; or (ii) Licensee's products or other related technologies, respectively, without the payment of any royalties or fees.

 

7.1.2 Residual Rights. Licensee agrees that NVIDIA shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) ("Residuals"), contained in the (i) Feedback provided by Licensee to NVIDIA; (ii) Licensee's products shared or disclosed to NVIDIA in connection with the Feedback; or (c) Licensee's confidential information voluntarily provided to NVIDIA in connection with the Feedback, which are retained in the memories of NVIDIA's employees, agents, or contractors who have had access to such Residuals.  Subject to the terms and conditions of this Agreement, NVIDIA's employees, agents, or contractors shall not be prevented from using Residuals as part of such employee's, agent's or contractor's general knowledge, skills, experience, talent, and/or expertise.  NVIDIA shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.

 

7.1.3 Disclaimer of Warranty. FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER PARTY'S USE "AS IS" AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY'S REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE.

 

7.1.4 No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

7.2 Freedom of Action.  Licensee agrees that this Agreement is nonexclusive and NVIDIA may currently or in the future be developing software, other technology or confidential information internally, or receiving confidential information from other parties that maybe similar to the Feedback and Licensee's confidential information (as provided in Section 7.1.2 above), which may be provided to NVIDIA in connection with Feedback by Licensee.  Accordingly, Licensee agrees that nothing in this Agreement will be construed as a representation or inference that NVIDIA will not develop, design, manufacture, acquire, market products, or have products developed, designed, manufactured, acquired, or marketed for NVIDIA, that compete with the Licensee's products or confidential information.

 

7.3 No Implied Licenses.  Under no circumstances should anything in this Agreement be construed as NVIDIA granting by implication, estoppel or otherwise, (i) a license to any NVIDIA product or technology other than the SOFTWARE; or (ii) any additional license rights for the SOFTWARE other than the licenses expressly granted in this Agreement.

 

7.4 If any provision of this  Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by an authorized officer of NVIDIA. Licensee agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States Bureau of Industry and Security or any export laws, restrictions or regulations. 

 

7.5 The parties agree that the following sections of the Agreement will survive the termination of the License: Sections 2.1.4 and 4-7.

 

 

 

 

 

ATTACHMENT A

 

Redistributable Software 

 

 

In connection with Section 2.1.2 of this Agreement, the following files may be redistributed with software applications developed by Licensee, including variations of these files that have version number information embedded in the file name.  

 

Component                              Windows       MacOS              Linux

CUDA Runtime                           cudart.dll    libcudart.dylib    libcudart.so

CUDA FFT Library                       cufft.dll     libcufft.dylib     libcufft.so

CUDA BLAS Library                      cublas.dll    libcublas.dylib    libcublas.so

CUDA Sparse Matrix Library             cusparse.dll  libcusparse.dylib  libcusparse.so

CUDA Random Number Generation Library  curand.dll    libcurand.dylib    libcurand.so

NVIDIA Performance Primitives Library  npp.dll       libnpp.dylib       libnpp.so

NVIDIA Internal Library                              libtlshook.dylib

 

ATTACHMENT B

 

Additional Licensing Obligations

 

The following third party components included in the SOFTWARE are licensed to Licensee pursuant to the following terms and conditions:

 

A. Licensee's use of the following third party components is subject to the terms and conditions of GNU GPL v2.0:

 

1. gdb

2. Open64

 

This product includes copyrighted third-party software licensed under the terms of the GNU General Public License v2.0 ("GPL v2.0). All third-party software packages are copyright by their respective authors. GPL v2.0 terms and conditions are hereby incorporated into the Agreement by this reference.

 

http://www.gnu.org/licenses/old-licenses/gpl-2.0.txt

 

B. Licensee's use of the following third party components is subject to the terms and conditions of GNU GPL v3.0:

 

1. gcc front-end v2.2

 

This product includes copyrighted third-party software licensed under the terms of the GNU General Public License v3.0. All third-party software packages are copyright by their respective authors. GPL v3.0 terms and conditions are hereby incorporated into the Agreement by this reference.

 

http://www.gnu.org/licenses/gpl.html

 

C. Licensee represents and warrants that any and all third party licensing and/or royalty payment obligations in connection with Licensee's use of the H.264 video codecs are solely the responsibility of Licensee.

 

D. Licensee's use of the Thrust is library is subject to the terms and conditions of the Apache License Version 2.0. All third-party software packages are copyright by their respective authors.  Apache License Version 2.0 terms and conditions are hereby incorporated into the Argreement by this reference.

 

http://www.apache.org/licenses/LICENSE-2.0.html

 

In addition, Licensee acknowledges the following notice:

 

Thrust includes source code from the Boost Iterator, Tuple, System, and Random Number libraries.

 

Boost Software License - Version 1.0 - August 17th, 2003

    

Permission is hereby granted, free of charge, to any person or organization obtaining a copy of the software and accompanying documentation covered by this license (the "Software") to use, reproduce, display, distribute, execute, and transmit the Software, and to prepare derivative works of the Software, and to permit third-parties to whom the Software is furnished to do so, all subject to the following:

 

The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor.

 

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

 

======================================================

LLVM Release License

======================================================

University of Illinois/NCSA

Open Source License

 

Copyright (c) 2003-2010 University of Illinois at Urbana-Champaign.

All rights reserved.

 

Developed by:

 

    LLVM Team

 

    University of Illinois at Urbana-Champaign

 

    http://llvm.org 

 

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal with the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do

so, subject to the following conditions:

 

* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimers.

 

* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimers in the documentation and/or other materials provided with the distribution.

 

* Neither the names of the LLVM Team, University of Illinois at Urbana-Champaign, nor the names of its contributors may be used to endorse or promote products derived from this Software without specific prior written permission.

 

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  IN NO EVENT SHALL THE CONTRIBUTORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS WITH THE SOFTWARE.