LICENSE FOR USE OF NVIDIA’S TECHNICAL REFERENCE MANUAL  (“AGREEMENT”)

IMPORTANT NOTICE -READ CAREFULLY: This License provides the terms governing the use of NVIDIA Corporation’s (“NVIDIA”) Technical Reference Manual including any associated documentation or other materials that may be downloaded from this site ("TRM"). By accepting these terms, you agree to be bound by the terms of this Agreement. If you do not agree to be bound by these terms, do not click to accept this Agreement and do not download the TRM.
The term “ you” or “Licensee” means the entity or individual that has agreed to be bound by  this Agreement.
1. Licensee may download and use the TRM solely for its own internal development purposes subject to the terms and requirements set forth in this Agreement. Licensee hereby represents and warrants that it shall not use the TRM and/or any Derivative Works created by Licensee on any software or hardware platforms that do not contain an NVIDIA application processor.
2. Licensee  hereby covenants and agrees: (a) not to assert, bring, cause to be brought or threaten to bring against NVIDIA (or any NVIDIA customer or distributor of NVIDIA products) any claim, action or proceeding alleging that by purchasing, having made, using, importing, offering for sale, selling, or otherwise distributing any product incorporating the TRM, or any portion of the TRM, such party infringes or misappropriates any of Licensee’s Intellectual Property Rights; and (b) not to seek to enjoin, exclude from importation or otherwise interrupt (i) the supply, import, sale, offer for sale, distribution, or manufacture of any  product(s) incorporating the TRM, or any portion thereof. For purposes of this Agreement, the term “Intellectual Property Rights” means all proprietary rights, including all patents, trademarks, copyrights, know-how, trade secrets, mask works, including all applications and registrations thereto, and any similar protected rights in any country.
3. Licensee hereby grants to NVIDIA a nonexclusive, worldwide, irrevocable, perpetual, sub-licensable (through multiple tiers of sublicensees), royalty-free, fully paid-up right and license to Derivative Works(s) of the TRM created by Licensee so that NVIDIA may copy, modify, create Derivative Works thereof, use, import, make, have made, sell, offer to sell, sublicense, and distribute such Derivative Works on a stand-alone basis or as incorporated in any other software or product. For purposes of this Agreement, the term “Derivative Works” means any improvements, enhancements, revisions, modifications or changes, to the TRM content, in any form in which such pre-existing work may be recast, transformed, or adapted.
4. This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions contained herein. In such event, Licensee must immediately destroy  all copies of the TRM and all of its component parts. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination.
5. All title and copyrights in and to the TRM (including but not limited to all images, diagrams, photographs, text, and other information incorporated into the TRM), the accompanying printed materials, and any copies of the TRM, are owned by NVIDIA. The TRM is protected by copyright laws and international treaty provisions. Accordingly, Licensee is required to treat the TRM as copyrighted material, except as otherwise allowed pursuant to this Agreement.
6. 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 parties hereby expressly consent to the personal jurisdiction of the state or federal courts (as appropriate) located in Santa Clara County, California for any lawsuit arising from or related to this License. 
7  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRM IS PROVIDED "AS IS" AND NVIDIA  DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  NVIDIA DOES NOT REPRESENT OR GUARANTEE THAT THE TRM WILL BE COMPLETE OR ERROR-FREE.
8. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA BE LIABLE FOR ANY DIRECT, 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 THIS LICENSE OR THE USE OF THE TRM, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9 Upon accepting these terms, Licensee shall maintain the confidentiality of the TRM with at least the same degree of care that it uses to protect its own confidential and proprietary information and trade secrets but no less than a reasonable degree of care under the circumstances.  Licensee shall not disclose the TRM to any third parties, including any affiliates, subsidiaries, parent or sister companies, without the express prior written approval of NVIDIA.
10 Licensee will indemnify and hold harmless NVIDIA, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation, warranty, or covenant of Licensee set forth in this Agreement.
11. 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.  Customer agrees that it will not ship, transfer or export the TRM into any country, or use the TRM in any manner, prohibited by the United States Bureau of Export Administration or any export laws, restrictions or regulations.