NVIDIA Software License Agreement (AmgX Pre-Release Software)
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING
Do not use or load this SOFTWARE (as defined below) 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.
Use of NVIDIA's SOFTWARE requires three elements: the SOFTWARE, an NVIDIA GPU or application processor ("NVIDIA Hardware"), and a computer system. 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 Your use, strictly in accordance with this Agreement. The NVIDIA Hardware is protected by various patents, and is sold, but this Agreement does not cover the sale or use of such hardware, since it may not necessarily be sold as a package with the SOFTWARE. This Agreement sets forth the terms and conditions of the SOFTWARE only.
1.1 "Licensee," "You," or "Your" shall mean the entity or individual that downloads and uses the SOFTWARE.
1.2 "SOFTWARE" shall mean the pre-release version of NVIDIA AMGX Library, including associated header(s) and test program(s), provided to you (a) solely via NVIDIA's extranet website; and (b) pursuant to this Agreement.
1.3 “License Key” shall mean the license key, provided by NVIDIA as part of the SOFTWARE, which provides you with access to the SOFTWARE for a certain term and under certain conditions as determined by NVIDIA.
2. GRANT OF LICENSE
2.1 Rights and Limitations of Grant.NVIDIA hereby grants Licensee the following limited, non-exclusive, non-transferable, non-sublicensable internal-only right to use the SOFTWARE, with the following limitations:
2.1.1 Usage Rights.Licensee may install and use multiple copies of the SOFTWARE on a shared computer or concurrently on different computers, and make multiple back-up copies of the SOFTWARE, solely for Licensee's internal evaluation and testing purposes within Licensee's Enterprise. "Enterprise" shall mean individual use by Licensee or any legal entity (such as a corporation or university) and the subsidiaries it owns by more than 50 percent.
2.1.2 Additional Licensing Obligations.
No Reverse Engineering. Licensee may not reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain the source code.
No Separation of Components. The SOFTWARE is licensed as a single product. Except as authorized in this Agreement, Software component parts of the Software may not be separated for use on more than one computer, nor otherwise used separately from the other parts.
No Rental. Licensee may not rent or lease the SOFTWARE to someone else.
Any exchange of Confidential Information (as defined in the NDA) in connection with this Agreement 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 no NDA exists, then the following terms shall apply: Licensee acknowledges that the SOFTWARE and any accompanying documentation provided to Licensee under this Agreement is highly confidential and is provided solely for use with NVIDIA application processors ("Confidential Information"). Under no circumstances shall Licensee disclose or grant access to the SOFTWARE, or any portion thereof, to any third party (other than Contractors). Confidential Information also includes the results of any benchmarking tests which include use of the SOFTWARE, and under no circumstances shall Licensee disclose any such benchmarking results or related information. Licensee shall not use or disclose any Confidential Information received from NVIDIA, except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care which Licensee 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. Licensee shall not use the Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Licensee shall prevent, prosecute and enjoin any actual or threatened unauthorized copying, use or disclosure of Confidential Information, and shall immediately notify NVIDIA of any such actual or threatened unauthorized disclosure or use.
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. Nothing in this Agreement gives you rights to use NVIDIA's name in any publications, advertisements, or other announcements without NVIDIA's prior written consent. Unless otherwise provided in this Agreement, nothing in this Agreement gives you rights to use any NVIDIA trademarks or logos.
3. TERM AND TERMINATION
This Agreement will continue in effect for one (1) year after Your initial download of the SOFTWARE or until the License Key expires, whichever occurs first, subject to the exclusive right of NVIDIA to terminate as provided herein.
This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions hereof. In such event, Licensee must destroy all copies of the SOFTWARE and all of its component parts.
Defensive Suspension. 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 during the pendency of such legal proceedings.
All rights, title, interest and copyrights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by NVIDIA, or its suppliers. The SOFTWARE is protected by copyright laws and international treaty provisions. Accordingly, Licensee is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this Agreement and that it may make one copy of the SOFTWARE solely for backup or archive purposes.
RESTRICTED RIGHTS NOTICE. Software 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 Agreement under which 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
5. APPLICABLE LAW
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 courts of Santa Clara County, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.
6. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY
6.1 No Warranties.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
6.2 Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY 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 THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NVIDIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED $1000.
6.3 No Support. NVIDIA has no obligation to support or to provide any updates of the Software.
7.1 Feedback. Notwithstanding any NDA executed by and between the parties, the parties agree that in the event Licensee or NVIDIA provides Feedback (as defined below) to the other party on how to design, implement, or improve the SOFTWARE or Licensee's product(s) for use with the SOFTWARE, the following terms and conditions apply the Feedback:
7.1.1 Exchange of Feedback.Both parties agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in written or source code form, relating to (i) the SOFTWARE; (ii) Licensee's products; (iii) Licensee's use of the SOFTWARE; or (iv) optimization/interoperability of Licensee's product with the SOFTWARE (collectively defined as "Feedback"). In the event either party provides Feedback to the other party, the party receiving the Feedback may use any Feedback that the other party voluntarily provides to improve the (i) SOFTWARE or other related NVIDIA technologies, respectively for the benefit of NVIDIA; or (ii) Licensee's product or other related Licensee technologies, respectively for the benefit of Licensee. Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) SOFTWARE or other related technologies; or (ii) Licensee's products or other related technologies, respectively, without the payment of any royalties or fees.
7.1.2 Residual Rights.Licensee agrees that NVIDIA shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) ("Residuals"), contained in the (i) Feedback provided by Licensee to NVIDIA; or (ii) Licensee's products shared or disclosed to NVIDIA in connection with the Feedback, which are retained in the unaided memories of NVIDIA's employees, agents, or contractors who have had access to such Residuals. Subject to the terms and conditions of this Agreement, NVIDIA's employees, agents, or contractors shall not be prevented from using Residuals as part of such employee's, agent's or contractor's general knowledge, skills, experience, talent, and/or expertise. NVIDIA shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.
7.1.3 Disclaimer of Warranty.FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER PARTY'S USE "AS IS" AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY'S REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE.
7.1.4 No Liability for Consequential Damages.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ORANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Freedom of Action. Licensee agrees that this Agreement is nonexclusive 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 Licensee's confidential information (as provided in Section 7.1.2 above), which may be provided to NVIDIA in connection with Feedback by Licensee. Accordingly, Licensee 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 Licensee's products.
7.3 No Implied Licenses. Under no circumstances should anything in this Agreement be construed as NVIDIA granting by implication, estoppel or otherwise, (i) a license to any NVIDIA product or technology other than the SOFTWARE; or (ii) any additional license rights for the SOFTWARE other than the licenses expressly granted in this Agreement.
7.4 Entire Agreement. 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 NDA 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 as authorized by both parties. Licensee agrees that it will 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.
7.5 Surviving Terms. The parties agree that the following sections of the Agreement will survive the termination of the License: Sections 2.1.3, 2.1.4, and 4-7.