NVIDIA HPC-X License Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS NVIDIA MELLANOX END USER LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE INSTALLING OR USING THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT IS THE NVIDIA MELLANOX MESSAGING PROPRIETARY SOFTWARE AND IS REFERRED TO HEREIN AS THE “SOFTWARE PRODUCT”. ACCESSING, DOWNLOADING, INSTALLATION, OR USAGE OF THE SOFTWARE PRODUCT OR CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, AND CREATES A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND MELLANOX TECHNOLOGIES, LTD. AND/OR ITS AFFILIATES (“NVIDIA MELLANOX”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHALL NOT USE OR COPY THIS SOFTWARE PRODUCT AND YOU MUST PROMPTLY RETURN THE SOFTWARE PRODUCT TO NVIDIA MELLANOX.
The Software Product is a comprehensive tool suite for high performance computing environments providing significant enhancements to increase the scalability and performance of message communications in the network. The Software Product is provided at no charge, subject to the terms of this Agreement.
2. Grant of License
The Software Product consists of the Nvidia HPC-X software in executable language. You may install and execute this Software solely in executable code for the Term of this Agreement and copy and internally distribute the Software Product or any of its components in binary form only without payment to NVIDIA Mellanox. Each copy of the software must include a copy of these terms and the copyright notice contained in the Software Product.
3. Other Rights and Limitations
3.1 Reverse Engineering; Modifications. Except as allowable under applicable third party license agreements, You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software Product, and shall not adapt, translate, port, create derivative works of or otherwise modify the Software Product or allow any third party to do so.
3.2 Separation of Components This Software Product may be separated into individual software components provided such components are distributed with their accompanying license terms and copyright notices.
3.3 Transfer. You may not assign, sublicense, transfer, encumber, pledge, lease, rent, time-share or otherwise share your rights under this Agreement, or otherwise allow third parties any use of the Software Product.
3.4 Copies. You may not otherwise use or copy the Software Product except as expressly allowed under this EULA.
3.5 Marks. You may not alter, remove or obscure any copyright, trademark, trade secret, patent, proprietary or any other legal notice contained in the Software Product (including those of third parties).
4. NO WARRANTY
THE SOFTWARE PRODUCTS AND THE DOCUMENTATION ARE PROVIDED TO YOU “AS IS,” UNSUPPORTED (EXCEPT AS NOTED IN SECTION 11), WITHOUT WARRANTY OF ANY KIND. NVIDIA MELLANOX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, COMPLETENESS, NON-INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. NVIDIA MELLANOX SHALL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN THE SOFTWARE PRODUCTS, THE DOCUMENTATION OR THE EXPLANATORY MATERIALS, OR THE NON-OPERABILITY OF THE SOFTWARE PRODUCT.
5. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS, LOSS OF DATA, INFORMATION, NEGLIGENCE OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE PRODUCT OR RELATED COMPONENTS OR DOCUMENTATION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IN NO EVENT WILL NVIDIA MELLANOX’S TOTAL LIABILITY HEREUNDER, INCLUDING FOR DIRECT DAMAGES, EXCEED THE AMOUNTS ACTUALLY RECEIVED BY NVIDIA MELLANOX FOR THE SOFTWARE PRODUCT, THE USE OF WHICH IS THE CAUSE OF SUCH LIABILITY. THESE LIMITATIONS WILL APPLY FOR ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, IN LAW OR IN EQUITY, EVEN IF NVIDIA MELLANOX HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Third Party Components
The Software may include third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the Software. If and to the extent there is a conflict between the terms in this license and the third-party license terms, the third-party terms control only to the extent necessary to resolve the conflict.
7. Qualifications and Limitations Basis of Bargain
The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of the basis of the Agreement between NVIDIA Mellanox and you, and you accept and confirm that NVIDIA Mellanox would not be able to provide the Software Product on an economic basis without such limitations.
8. Term; Termination
This Agreement is effective upon installation or use of the Software Product and shall continue until it is terminated by mutual written agreement. In the event of termination, you must destroy all copies of the Software Product and all its component parts. Sections 3, 4, 5, 6, 7, 8, 9, 11 and 12 will survive termination of this Agreement for any reason.
9. Title; Trademarks
9.1 Except as specifically permitted herein, no portion of the Software Product, including but not limited to object code and source code and the printed materials accompanying the Software Product, may be reproduced, modified, distributed, republished or otherwise exploited in an form or by any means for any purpose without the prior written permission of NVIDIA Mellanox.
9.2 Subject to section 6, all rights and title in and to the Software Product, and any change, enhancement, addition, correction, modification and/or derivative work of the Software Product, whether made by NVIDIA Mellanox or by you with NVIDIA Mellanox’ prior written consent, are owned exclusively by NVIDIA Mellanox. The Software Product is protected by copyright laws and international treaty provisions and is licensed, not sold.
9.3 NVIDIA, Mellanox, HPC-XTM, and all other trademarks, service marks, trade names, and logos are trademarks and/or registered trademarks of Mellanox Technologies, Ltd. and/or NVIDIA Corporation in the U.S. and in other countries and may not be used in connection with any product or service that is not NVIDIA Mellanox’s without the prior written consent of Mellanox or NVIDIA respectively. All other trademarks, service marks, trade names, or logos cited herein are the property of their respective owners.
NVIDIA Mellanox retains all title, ownership, interests and intellectual property rights in and to the Software and deems the Software to be confidential information. To the extent the Software contains any materials licensed from third parties, third party suppliers may own such licensed materials. NVIDIA Mellanox retains all rights not expressly granted to Licensee in this Agreement. Licensee agrees to protect and maintain the confidentiality of the Software, and not to disclose the Software to any third parties except as expressly permitted in this Agreement. Licensee acknowledges that its breach of confidentiality shall cause NVIDIA Mellanox irreparable injury and entitle NVIDIA Mellanox to obtain equitable relief, in addition to all other remedies available to it. Licensee further acknowledges that Licensee is acquiring only a limited license to use the Software and not any title to or ownership of the Software or any part thereof and that the Software is proprietary to and copyrighted by NVIDIA Mellanox. NVIDIA MELLANOX SOFTWARE IS COPYRIGHTED AND LICENSED, NOT SOLD.
11. Product Support
Product support for the Software Product is provided by NVIDIA Mellanox or its authorized agents under a separate agreement, in accordance with NVIDIA Mellanox’ standard support and maintenance terms and conditions. For product support, please refer to NVIDIA Mellanox support number provided in the documentation.
12. Governing Law and Jurisdiction
This Agreement shall be construed and governed in accordance with the laws of the State of Israel regardless of its conflict of laws rules, and the competent courts of Yokneam, Israel shall have permissive jurisdiction over any dispute under this Agreement or otherwise related to the Software Product.
13. Entire Agreement
This agreement is the complete and exclusive agreement between you and NVIDIA Mellanox, and it supersedes any prior proposal, representation or understanding between the parties, oral or written, and any other communication relating to the subject matter of this agreement.
This agreement is the complete and exclusive agreement between you and Mellanox, and it supersedes any prior proposal, representation or understanding between the parties, oral or written, and any other communication relating to the subject matter of this agreement.
I Have Read the Above End User License Agreement.