NVIDIA GRID Software License Agreement
IMPORTANT NOTICE – PLEASE READ THIS NVIDIA GRID SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. USE OF THIS SOFTWARE IS SUBJECT TO THIS AGREEMENT. YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THIS AGREEMENT.
This GRID Software License Agreement (“Agreement”) is a legal agreement between you (“You” or “Licensee”) and NVIDIA Corporation ("NVIDIA") which governs the use of NVIDIA GRID frame capture and hardware-accelerated video encoding API’s and associated sample source code, header files and documentation provided or otherwise made available to you ("Software"). By downloading, installing, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, install or otherwise use the Software. If You are an entity, You acknowledge that the individual accepting the Agreement has appropriate authority to do so and to bind You.
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 use, strictly in accordance with this document. GRID hardware products are protected by various patents, and are sold, but this Agreement does not cover that sale, since it may not necessarily be sold with the Software. This Agreement sets forth the terms and conditions of the Software only. Any other use of the applicable driver software by Licensee will only be under the terms of a separate license agreement from NVIDIA.
SECTION 1 - LICENSE
1.1 License Grant. Provided that Licensee is in compliance with the terms and conditions of this Agreement, NVIDIA grants to Licensee a nonexclusive, non-transferable, worldwide, revocable, limited, royalty-free, fully paid-up license to: (i) use, reproduce, modify and prepare derivative works of the Software solely for Your own internal development and testing of the Software with Licensee’s product(s) and/or service(s) (“Licensee Product”) for use with GRID or Quadro 4000+ products only; (ii) reproduce and use the Software internally only with GRID or Quadro 4000+ products to provide the Licensee Product services; and (iii) reproduce and distribute the Software (in object code only) bundled with Licensee Product for use only with GRID or Quadro 4000+ products to Licensee’s customers and grant to Licensee’s customers a sublicense to use the Software as compiled with Licensee Products for use only with GRID or Quadro 4000+ products 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.
1.2 Limitations. Unless otherwise authorized in the Agreement, Licensee shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party. Licensee shall not reverse- compile, disassemble, reverse-engineer, or in any manner attempt to derive the source code of the Software from the object code portions of the Software. Licensee acknowledges and agrees this Software is licensed for use only in conjunction with NVIDIA GRID and Quadro 4000+ hardware products. Use of the Software in conjunction with other NVIDIA hardware products or non-NVIDIA hardware and/or software products is not licensed hereunder.
1.3 No Other License. Except as expressly stated in this Agreement, no license or right is granted to Licensee directly or by implication, inducement, estoppel or otherwise. NVIDIA shall have the right to inspect or have an independent auditor inspect Licensee’s relevant records to verify Licensee’s compliance with the terms and conditions of this Agreement.
SECTION 2 - CONFIDENTIALITY
2.1 Confidential Information. Licensee acknowledges and agrees that the Software, documentation and other information (if such other information is identified as confidential or should be reasonably recognized as confidential under the circumstances) provided to Licensee by NVIDIA hereunder (collectively, "Confidential Information") constitute the confidential and proprietary information of NVIDIA and that Licensee's protection thereof is an essential condition to Licensee's use and possession of the Software. Licensee shall retain all Confidential Information in strict confidence and not disclose it to any third party or use it in any way except as permitted by this Agreement. Licensee shall exercise at least the same amount of diligence in preserving the secrecy of the Confidential Information as it uses in preserving the secrecy of its own most valuable confidential information, but in no event less than reasonable diligence. Notwithstanding the foregoing, all documents and other tangible objects containing or representing NVIDIA Confidential Information and all copies thereof which are in the possession of Licensee shall be and remain the property of NVIDIA and shall be promptly returned to NVIDIA upon termination of this Agreement.
2.2 Contractor. If Licensee wishes to have a third party consultant or subcontractor ("Contractor") perform work on Licensee’s behalf which involves access to or use of Software, Licensee shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access to or use of Software no less restrictive than those set forth in this Agreement and excluding any distribution or sublicense rights, and use for any other purpose than permitted in this Agreement. Otherwise, Licensee shall not disclose the terms or existence of this Agreement or use NVIDIA's name in any publications, advertisements, or other announcements without NVIDIA's prior written consent. Unless otherwise provided in this Agreement, Licensee does not have any rights to use any NVIDIA trademarks or logos.
SECTION 3 - OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS
3.1 Ownership. All rights, title and interest to all copies of the Software remain with NVIDIA, subsidiaries, licensors, or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove any copyright notices from the Software. NVIDIA may make changes to the Software, or to items referenced therein, at any time and without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, NVIDIA grants no express or implied right under any NVIDIA patents, copyrights, trademarks, or other intellectual property rights.
3.2 Modifications. Licensee holds all rights, title and interest in the modifications to and derivative works of the Software that Licensee creates, subject to NVIDIA’s underlying intellectual property rights to the Software; provided, however that Licensee grants NVIDIA an irrevocable, perpetual, nonexclusive, worldwide, royalty-free paid-up license to make, have made, use, have used, sell, license, distribute, sublicense or otherwise transfer derivative works to the Software created by Licensee that add functionality or improvement to the Software.
3.3 Feedback. Licensee has no obligation to give NVIDIA any suggestions, comments or other feedback (“Feedback”) relating to the Software. However, NVIDIA may use and include any Feedback that Licensee voluntarily provides to improve the Software or other related NVIDIA technologies. Accordingly, if Licensee provides Feedback, Licensee agrees NVIDIA and its licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Software or other related technologies without the payment of any royalties or fees.
3.4 Third Party Technology. Licensee acknowledges and agrees that it is Licensee’s sole responsibility to obtain any, additional, third party licenses required to make, have made, use, have used, sell, import, and offer for sale Licensee Products that include or incorporate any third party technology and content relating to audio and/or video encoders and decoders from, including but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies (“Third Party Technology”). Licensee acknowledges and agrees that NVIDIA has not granted to Licensee under this Agreement any necessary patent rights with respect to the Third Party Technology. As such, Licensee’s use of the Third Party Technology may be subject to further restrictions and terms and conditions. Licensee acknowledges and agrees that Licensee is solely and exclusively responsible for obtaining any and all authorizations and licenses required for the use, distribution and/or incorporation of the Third Party Technology.
3.5 Licensee Indemnity. Licensee shall, at its own expense fully indemnify, hold harmless, defend and/or settle any claim, suit or proceeding that is asserted by a third party against NVIDIA and its officers, employees or agents, to the extent such claim, suit or proceeding arising from or related to Licensee’s failure to fully satisfy and/or comply with the third party licensing obligations related to the Third Party Technology (a “Claim”). In the event of a Claim, Licensee agrees to: (a) pay all damages or settlement amounts, which shall not be finalized without the prior written consent of NVIDIA, (including other reasonable costs incurred by NVIDIA, including reasonable attorneys fees, in connection with enforcing this paragraph); (b) reimburse NVIDIA for any licensing fees and/or penalties incurred by NVIDIA in connection with a Claim; and (c) immediately procure/satisfy the third party licensing obligations before using the Software pursuant to this Agreement.
SECTION 4 - NO WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENT OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
SECTION 5 - LIMITATION OF LIABILITY
IN NO EVENT SHALL NVIDIA, ITS SUBSIDIARIES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA, BUSINESS INTERUPTION OR LOST PROFITS) IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IN NO EVENT SHALL WILL NVIDIA’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD$100). THE LICENSEE IS SOLELY RESPONSIBLE FOR THE PROTECTION AND BACK-UP OF ALL DATA AND SOFTWARE.
SECTION 6 – TERM AND TERMINATION
6.1 Term. This Agreement is effective until (i) automatically terminated if Licensee fails to comply with any of the terms and conditions of this Agreement; or (ii) earlier terminated by NVIDIA in accordance with Section 6.2 (Termination).
6.2 Termination. In the event of actual or threatened breach of this Agreement by Licensee, NVIDIA may terminate this Agreement and the licenses granted hereunder, in addition to any other remedies it may have. 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. Upon termination, Licensee shall immediately cease using and immediately return all copies of the Software to NVIDIA, or destroy the Software and certify to NVIDIA in writing that such actions have been completed.
6.3 Survival. Those provisions in this Agreement, which by their nature need to survive the termination or expiration of this Agreement, shall survive termination or expiration of the Agreement, including but not limited to Sections 2, 3, 4, 5, 6.2, 6.3, and 7.
SECTION 7 – MISCELLANEOUS
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Delaware. 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. 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. 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, and Licensee’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Licensee without NVIDIA’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon permitted assignees. The Parties acknowledge that they are independent contractors and no other relationship, including partnership, joint venture, employment, franchise, master/servant or principal/agent, is intended by this Agreement. Neither Party shall have the right to bind or obligate the other. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Licensee shall 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.