CUDA DEVELOPER LIMITED USE SOFTWARE LICENSE AGREEMENT – libNVVM
BY DOWNLOADING OR ACKNOWLEDGING RECEIPT FROM NVIDIA THE SOFTWARE AND OTHER
AVAILABLE MATERIALS, YOU ("DEVELOPER" or “LICENSEE”) AGREE TO BE BOUND BY THE
FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT (“Agreement”). IF DEVELOPER DOES
NOT AGREE TO THE TERMS AND CONDITION OF THIS AGREEMENT, THEN DO NOT ACCEPT OR
DOWNLOAD THE SOFTWARE AND MATERIALS OR IMMEDIATELY DESTROY OR RETURN THE
MATERIALS BACK TO NVIDIA.
The materials available for download to Developers include software in both sample source code ("Source
Code") and object code ("Object Code") versions, documentation and other materials (collectively, these
materials referred to herein as "Materials"). Except as expressly indicated herein, all terms and conditions of
this Agreement apply to all of the Materials.
Except as expressly set forth herein, NVIDIA owns all of the Materials and makes them available to
Developer only under the terms and conditions set forth in this Agreement.
License: Provided that Developer complies with the terms and conditions of this Agreement, NVIDIA grants
to Developer a royalty-free, non-transferable and non-exclusive license to internally possess and to
internally use the Materials in furtherance of the Permitted Purpose. As used herein, “Permitted Purpose”
means the non-commercial use of the Materials solely for purposes of testing, evaluating, benchmarking,
debugging and optimizing the performance of the Materials with Developer’s hardware and/or software.
NVIDIA agrees that Developer may publish academic and/or white papers on the results of Developer’s
internal development work with the Materials, provided, that Developer attributes any and all intellectual
property rights or attribution rights in connection with the Materials to NVIDIA. For the sake of clarity,
Developer acknowledges and agrees that Developer does not have any rights to distribute, sublicense,
transfer, assign, offer for sale, or otherwise commercialize the Materials or any products incorporating the
Materials in any manner.
The following terms apply to the specified type of Material:
Source Code: Subject to the terms and conditions of this agreement, Developer shall have the right to
modify and create derivative works of the test case sample Source Code and shall own any Derivatives it
creates to such Source Code. As used herein, “Derivatives” means any derivative work(s) of such Source
Code as that term is defined under United States copyright law.
Developer hereby grants to NVIDIA, under all of Developer’s intellectual property rights, an irrevocable, fully
paid up, royalty-free, non-exclusive, worldwide, transferable license in all Derivatives, with the right to
sublicense through multiple levels of sublicensees and distribution, to use, make, have made, sell, offer to
sell, export or import and make further derivative works.
Object Code: Developer agrees not to disassemble, decompile or reverse engineer the Object Code
versions of any of the Materials. Developer acknowledges that certain of the Materials provided in Object
Code version may contain third party components that may be subject to restrictions, and expressly agrees
not to attempt to modify or distribute such Materials without first receiving consent from NVIDIA.
Third Party Code: Developer acknowledges that certain third party components provided with the Materials
are licensed by NVIDIA to Developer pursuant to the separate terms and conditions referenced in Exhibit A
herein (“Third Party Licensing Terms and Notices”) and agrees to comply with Third Party Licensing Terms
and Notices, including without limitation reproduction of any and all copyright and other attribution
notices/instructions. Developer acknowledges and agrees that NVIDIA may at various times update the
Third Party Licensing Terms and Notices without any advance written notice to Developer and Developer
agrees to be bound by such updated terms. In the event that NVIDIA’s license rights to the third party
components are terminated and/or expired, Developer agrees NVIDIA shall no longer have the obligation to
license such third party components to Developer affected by such termination and/or expiration.
CONFIDENTIAL – CUDA DEVELOPER LIMITED USE SOURCE CODE LICENSE AGREEMENT 2
No Other License: Under no circumstances should anything in this Agreement be construed as granting to
Developer by implication, estoppel or otherwise, (a) a license to any NVIDIA technology other than the
Materials; or (b) any additional license rights for the Materials other than the licenses expressly granted in
this Agreement. For clarity, Developer shall not redistribute the Materials. Except as expressly licensed to
Licensee under this Agreement, NVIDIA reserves all right, title and interest, including but not limited to all
intellectual property rights, in and to the Materials. The Materials are protected by copyright laws and
international treaty provisions. Accordingly, Developer is required to treat the Materials like any other
copyrighted material, except as otherwise allowed pursuant to this Agreement.
Term of Agreement: This Agreement is effective for a period of six (6) months after Developer's initial
download of the Materials, unless terminated earlier by NVIDIA. NVIDIA may terminate this Agreement (and
with it, all of Developer’s right to the Materials) immediately upon written notice (which may include email) to
Developer, with or without cause. This Agreement will automatically terminate if Developer fails to comply
with any of the terms and conditions of this Agreement. If this Agreement is terminated for any reason or
after expiration, Developer shall either return to NVIDIA or destroy the original and all copies of the Materials
in Licensee’s possession. For the sake of clarity, Developer may continue to use the Derivatives created
pursuant to this Agreement, after the termination or expiration of this Agreement
No Support: NVIDIA has no obligation to support or to continue providing or updating any of the Materials.
No Warranty: THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED BY NVIDIA TO DEVELOPER
HEREUNDER ARE PROVIDED "AS IS." NVIDIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Limitation of Liability: NVIDIA SHALL NOT BE LIABLE TO DEVELOPER, DEVELOPER’S CUSTOMERS,
OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER DEVELOPER FOR ANY LOSS
OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL,
PUNITIVE, DIRECT OR INDIRECT DAMAGES (WHETHER IN AN ACTION IN CONTRACT, TORT OR
BASED ON A WARRANTY), EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL NVIDIA’S AGGREGATE
LIABILITY TO DEVELOPER OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER
DEVELOPER EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY DEVELOPER TO NVIDIA FOR
THE SOFTWARE OR ANY OTHER MATERIALS.
Applicable Law and Jurisdiction: 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 state and/or federal courts residing in Santa
Clara County, California shall have exclusive jurisdiction over any dispute or claim arising out of this
Agreement. Notwithstanding the foregoing, Developer acknowledges any actual or threatened violation by
Developer of the terms hereof by Developer will irreparably injure NVIDIA that may be difficult to ascertain
and monetary damages would not be an adequate remedy. Accordingly, Developer agrees that NVIDIA
shall have the right to seek and obtain immediate injunctive relief in any court or forum of competent
jurisdiction to enforce NVIDIA’s rights and Developer’s obligations under the Agreement, in addition to
pursuing any other legal remedies.
Feedback: Developer has no obligation to give NVIDIA any suggestions, comments or other feedback
(“Feedback”) relating to the Materials. However, NVIDIA may use and include any Feedback that Developer
voluntarily provides to improve the Materials or other related NVIDIA technologies. Accordingly, if Developer
provides Feedback, Developer agrees NVIDIA and its licensees may freely use, reproduce, license,
distribute, and otherwise commercialize the Feedback in the Materials or other related technologies without
the payment of any royalties or fees.
CONFIDENTIAL – CUDA DEVELOPER LIMITED USE SOURCE CODE LICENSE AGREEMENT 3
Confidentiality: Any exchange of Confidential Information (as defined in the NDA) shall be made pursuant
to the terms and conditions of a separately signed Non-Disclosure Agreement (“NDA”) by and between
NVIDIA and Developer. For the sake of clarity, Developer agrees that the Materials are Confidential
Information of NVIDIA.
If no NDA exists, then the following terms shall apply: “Confidential Information” shall mean the Materials
and any other information disclosed by either party to the other that is (i) identified as “confidential,”
“proprietary” or with a similar legend at the time of disclosure, or (ii) if unmarked or disclosed orally or
visually, or which under the circumstances, should reasonably be recognized as confidential by someone
who is generally familiar with the disclosing party’s type of business. The parties shall not use or disclose
any Confidential Information received from the other party, except as expressly authorized by this
Agreement, and shall protect all such Confidential Information using the same degree of care which the
receiving party uses with respect to its own proprietary information, but in no event with safeguards less than
a reasonably prudent business would exercise under similar circumstances. The parties shall not use the
Confidential Information for purposes other than those necessary to directly further the purposes of this
Agreement. Except as expressly provided in this Agreement, no ownership or license rights are granted in
any Confidential Information. The parties shall use commercially reasonable efforts to prevent any actual or
threatened unauthorized copying, use or disclosure of Confidential Information, and shall promptly notify the
other party of any such actual or threatened unauthorized disclosure or use. If any Confidential Information
must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the
reasonable control of the disclosing party, the disclosing party shall promptly notify the other party of the
order or request and permit the other party (at its own expense) to seek an appropriate protective order.
Freedom of Action: Developer agrees that this Agreement is non-exclusive 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 Developer’s confidential
information, which may be provided to NVIDIA in connection with Feedback by Developer. Accordingly,
Developer 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 Developer’s products or
confidential information.
No Assignment: Developer shall not assign any rights or delegate any duties hereunder without the prior
written consent of NVIDIA. Any assignment or delegation in derogation of the foregoing shall be void. If
NVIDIA consents to assignment, Developer shall remain primarily liable for all Developer’s obligations under
this Agreement unless specifically state otherwise in writing by NVIDIA.
RESTRICTED RIGHTS NOTICE: Materials 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 license
agreement under which Materials 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.
Miscellaneous: 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. Developer agrees that it will not ship, transfer
or export the Materials into any country, or use the Materials in any manner, prohibited by the United States
Bureau of Industry and Security or any export laws, restrictions or regulations. The relationship between the
parties is that of an independent contractor, and neither party is an agent or partner of the other party.
Neither party will not have, and will not represent to any third party that it has, any authority to act on behalf
of the other party.
CONFIDENTIAL – CUDA DEVELOPER LIMITED USE SOURCE CODE LICENSE AGREEMENT 4
Exhibit A
The following third party components provided with the Materials are licensed by NVIDIA to Developer
pursuant to the separate terms and conditions referenced in this Exhibit A.
“LLVM software”
==============================================================================
LLVM Release License
==============================================================================
University of Illinois/NCSA
Open Source License
Copyright (c) 2003-2011 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.
==============================================================================
Copyrights and Licenses for Third Party Software Distributed with LLVM:
==============================================================================
The LLVM software contains code written by third parties. Such software will
have its own individual LICENSE.TXT file in the directory in which it appears.
This file will describe the copyrights, license, and restrictions which apply
to that code.
CONFIDENTIAL – CUDA DEVELOPER LIMITED USE SOURCE CODE LICENSE AGREEMENT 5
The disclaimer of warranty in the University of Illinois Open Source License
applies to all code in the LLVM Distribution, and nothing in any of the
other licenses gives permission to use the names of the LLVM Team or the
University of Illinois to endorse or promote products derived from this
Software.
The following pieces of software have additional or alternate copyrights,
licenses, and/or restrictions:
Program Directory
------- ---------
Autoconf llvm/autoconf
llvm/projects/ModuleMaker/autoconf
llvm/projects/sample/autoconf
CellSPU backend llvm/lib/Target/CellSPU/README.txt
Google Test llvm/utils/unittest/googletest
OpenBSD regex llvm/lib/Support/{reg*, COPYRIGHT.regex}