IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING
Do not use or load the OpenAutomate SDK and any associated materials provided by NVIDIA on NVIDIA’s website (collectively, the “Software”) until You have carefully read the following terms and conditions. By loading or using the Software, You agree to fully comply with the terms and conditions of this Software License Agreement (“Agreement”) by and between NVIDIA Corporation, a Delaware corporation with its principal place of business at 2701 San Tomas Expressway, Santa Clara, California 95050 U.S.A. (“NVIDIA”), and You. If You do not wish to so agree, do not install or use the Software.

For the purposes of this Agreement:

“Licensee,” “You” and/or “Your” shall mean, collectively and individually, Original Equipment Manufacturers, Independent Hardware Vendors, Independent Software Vendors, and End-Users of the Software pursuant to the terms and conditions of this Agreement.   

“Derivative Works” shall mean derivatives of the Software created by You or a third party on Your behalf, which term shall include:  (a) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (b) for work protected by topography or mask right, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (c) for patentable or patented material, any Improvement; and (d) for material protected by trade secret, any new material derived from or employing such existing trade secret.

“Excluded License” is any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software distributed and/or combined with such software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge.

SECTION 1 - GRANT OF LICENSE.
NVIDIA agrees to provide the Software and any associated materials pursuant to the terms and conditions of this Agreement.  Subject to the terms of this Agreement, NVIDIA grants to You a nonexclusive, transferable, worldwide, revocable, limited, royalty-free, fully paid-up license under NVIDIA’s copyrights to

  1. install, deploy, use, have used execute, reproduce, display, perform, run, modify the source code of the Software, or to prepare and have prepared Derivative Works thereof the Software for Your own internal development, testing and maintenance purposes to incorporate the Software or Derivative Works thereof, in part or whole, into Your software applications;
  2.   to transfer, distribute and sublicense the Software (in its unmodified form as delivered to You by NVIDIA pursuant to this Agreement) in any medium or technology for Your sublicensees to incorporate the Software or Derivative Works thereof, in part or whole, into their respective software applications; and
  3. to transfer, distribute and sublicense Derivative Works (in object code only) of the Software (i)_as incorporated in Your application software in any medium or technology; and (ii) certified as OpenAutomate Compatible Software.

You may exercise your license rights pursuant to Subsection 1(b) and (c) above pursuant to the terms and conditions of any form of end-user software license agreement of Your choice, including but not limited to an Excluded License.

In the event NVIDIA certifies Your application software, incorporating the Derivative Works (in object code only) of the Software, as OpenAutomate compatible (“OpenAutomate Compatible Software”), NVIDIA grants You a nonexclusive, worldwide, revocable, paid-up license to use the name and trademark to “OpenAutomate Compatible” solely for the purposes of identifying and/or marketing Your application software as OpenAutomate Compatible Software; provided that Licensee fully complies with the following: 

  1. Licensee agrees that it is strictly prohibited from using the name and trademark of “OpenAutomate Compatible” if Your application software is not OpenAutomate Compatible Software;
  2. if NVIDIA objects to Your improper use of the “OpenAutomate Compatible” name and trademark, You will take all reasonable steps necessary to resolve NVIDIA’s objections. NVIDIA may reasonably monitor the quality of Your application software bearing the “OpenAutomate Compatible” name or trademark pursuant to this Agreement; and
  3. any goodwill attached to NVIDIA’s trademarks, service marks, or trade names belong to NVIDIA and this Agreement does not grant You any right to use them.

If You are not the final manufacturer or vendor of a computer system or software program incorporating the Software, or if Your Contractors (as defined below), affiliates or subsidiaries need to exercise any, some or all of the license grant described above herein to the Software on Your behalf, then You may transfer a copy of the Software, (and related end-user documentation) to such recipient for use in accordance with the terms of this Agreement, provided such recipient agrees to be fully bound by the terms hereof. Except as expressly permitted in this Agreement, Unless otherwise authorized in the Agreement, You shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party. Unless otherwise authorized in the Agreement, You 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.

Except as expressly stated in this Agreement, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise. NVIDIA shall have the right to inspect or have an independent auditor inspect Your relevant records to verify Your compliance with the terms and conditions of this Agreement.

SECTION 2 - CONFIDENTIALITY.
If applicable, 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 You. For the sake of clarity, You agree that the Software is Confidential Information of NVIDIA.

If You wish to have a third party consultant or subcontractor ("Contractor") perform work on Your behalf which involves access to or use of Software, You 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, You 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, You do not have any rights to use any NVIDIA trademarks or logos.

SECTION 3 - OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS.
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. You 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.

All rights, title and interest in the Derivative Works of the Software remain with You subject to the underlying license from NVIDIA to the Software.  In Your sole discretion, You may grant NVIDIA, upon NVIDIA’s request for such a license described herein, 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 created by You that add functionality or improvement to the Software. 

You 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 You voluntarily provide to improve the Software or other related NVIDIA technologies.  Accordingly, if You provide Feedback, You agree 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. 

You may transfer the Software only if the recipient agrees to be fully bound by these terms and conditions of 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 warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. NVIDIA does not represent that errors or other defects will be identified or corrected.

SECTION 5 - LIMITATION OF LIABILITY.
EXCEPT WITH RESPECT TO THE MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR DISCLOSURE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION IN BREACH OF THIS AGREEMENT, IN NO EVENT SHALL NVIDIA, SUBSIDIARIES, LICENSORS, OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,  INDIRECT, LOST PROFITS, CONSEQUENTIAL, BUSINESS INTERRUPTION OR LOST INFORMATION) 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.  NOTWITHSTANDING THE FOREGOING, NVIDIA’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD$100).

SECTION 6 - TERM.
This Agreement and the licenses granted hereunder shall be effective as of the date You download the applicable Software (“Effective Date”) and continue for a period of one (1) year (“Initial Term”) respectively, unless terminated earlier in accordance with the “Termination” provision of this Agreement.  Unless either party notifies the other party of its intent to terminate this Agreement at least three (3) months prior to the end of the Initial Term or the applicable renewal period, this Agreement will be automatically renewed for one (1) year renewal periods thereafter, unless terminated in accordance with the “Termination” provision of this Agreement. 

SECTION 7 - TERMINATION.
NVIDIA may terminate this Agreement at any time if You violate its terms. Upon termination, You will immediately destroy the Software or return all copies of the Software to NVIDIA, and certify to NVIDIA in writing that such actions have been completed.  Upon termination or expiration of this Agreement the license grants to Licensee shall terminate, except that sublicenses rightfully granted by Licensee under this Agreement in connection with Section 1(b) and (c) of this Agreement provided by Licensee prior to the termination or expiration of this Agreement shall survive in accordance with their respective form of license terms and conditions.

SECTION 8 – MISCELLANEOUS.

SECTION 8.1 - 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, 7, and 8.

SECTION 8.2 - APPLICABLE LAWS.
Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. 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. You may not export the Software in violation of applicable export laws and regulations.

SECTION 8.3 - AMENDMENT.
The Agreement shall not be modified except by a written agreement that names this Agreement and any provision to be modified, is dated subsequent to the Effective Date, and is signed by duly authorized representatives of both parties.

SECTION 8.4 – NO WAIVER.
No failure or delay on the part of either party in the exercise of any right, power or remedy under this Agreement or under law, or to insist upon or enforce performance by the other party of any of the provisions of this Agreement or under law, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy; rather the provision, right, or remedy shall be and remain in full force and effect.

SECTION 8.5 – NO ASSIGNMENT.
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 Licensee’s assignees.

SECTION 8.6 - GOVERNMENT RESTRICTED RIGHTS.
The parties acknowledge that the Software is subject to U.S. export control laws and regulations.   The parties agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

The Software has been developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, dupli­cation or disclosure of the Software by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the Agreement under which the 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. Use of the Software by the Government constitutes acknowledgment of NVIDIA's proprietary rights therein.

SECTION 8.7 – INDEPENDENT CONTRACTORS.
Licensee’s relationship to NVIDIA is that of an independent contractor, and neither party is an agent or partner of the other.  Licensee will not have, and will not represent to any third party that it has, any authority to act on behalf of NVIDIA.

SECTION 8.8 - SEVERABILITY.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

SECTION 8.9 - ENTIRE AGREEMENT. 
This Agreement and NDA constitute the entire agreement between the parties with respect to the subject matter contemplated herein, and merges all prior and contemporaneous communications.