SOFTWARE LICENSE AGREEMENT
This license agreement ("Agreement”) is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs
your use of the NVIDIA Transfer Learning Toolkit, including any associated materials (“SOFTWARE”).
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 don’t have the required authority to accept this Agreement, or if you don’t accept all the terms and conditions of this
Agreement, do not download, install or use the SOFTWARE.
You agree to use the SOFTWARE only for purposes that are permitted by (a) this Agreement, and (b) any applicable law,
regulation or generally accepted practices or guidelines in the relevant jurisdictions.
1.
License
.
1.1
Grant
Subject to the terms of this Agreement, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right
to sublicense (except as expressly permitted in this Agreement), to install and use the SOFTWARE in conjunction with your
use of NVIDIA GPUs including to deploy a service to external users, provided that the SOFTWARE is not distributed.
1.2 Authorized Users
You may allow employees and contractors of your entity or of your subsidiary(ies) to access and use the SOFTWARE from
your secure network to perform work on your behalf.
You are responsible for the compliance with the terms of this Agreement by your authorized users. Any act or omission that,
if committed by you, would constitute a breach of this Agreement shall be deemed to constitute a breach of this Agreement
if committed by your recipients.
1.3 Pre-Release SOFTWARE
The SOFTWARE versions identified as alpha, beta, preview or otherwise as pre-release, may not be fully functional, may
contain errors or design flaws, and may have reduced or different security, privacy, accessibility, availability, and reliability
standards relative to commercial versions of NVIDIA software and materials. Use of a pre-release SOFTWARE may result in
unexpected results, loss of data, project delays or other unpredictable damage or loss.
You may use a pre-release SOFTWARE at your own risk, understanding that pre-release SOFTWARE is not intended for use in
production or business-critical systems.
NVIDIA may choose not to make available a commercial version of any pre-release SOFTWARE. NVIDIA may also choose to
abandon development and terminate the availability of a pre-release SOFTWARE at any time without liability.
1.4 Updates
NVIDIA may, at its option, make available patches, workarounds or other updates to this SOFTWARE. Unless the updates are
provided with their separate governing terms, they are deemed part of the SOFTWARE licensed to you as provided in this
Agreement.
1.5 Third Party Licenses
The SOFTWARE may come bundled with, or otherwise include or be distributed with, third party software licensed by a NVIDIA
supplier and/or open source software provided under an open source license. Use of third-party software is subject to the
third-party license terms, or in the absence of third-party terms, the terms of this Agreement. Copyright to third-party software
is held by the copyright holders indicated in the third-party software or license.
1.6 Reservation of Rights
NVIDIA reserves all rights, title and interest in and to the SOFTWARE not expressly granted to you under this Agreement.
2.
Limitations
.
The following license limitations apply to your use of the SOFTWARE:
2.1
You may not reverse engineer, decompile or disassemble any portion of the SOFTWARE.
2.2
You may not remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the
SOFTWARE.
2.3
You may not modify or create derivative works of the SOFTWARE.
2.4
Except as expressly permitted in this Agreement, you may not sell, rent, sublicense, transfer or distribute the SOFTWARE.
2.5
You may not use the SOFTWARE in any manner that would cause it to become subject to an open source software license.
As examples, licenses that require as a condition of use, modification, and/or distribution that the 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.
3.
Ownership
.
3.1
NVIDIA or its licensors hold all rights, title and interest in and to the SOFTWARE and its respective intellectual property
rights.
3.2 You may, but don’t have to, provide to NVIDIA suggestions, feature requests or other feedback regarding the SOFTWARE,
including possible enhancements or modifications to the SOFTWARE. For any feedback that you voluntarily provide, you
hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify,
license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without
the payment of any royalties or fees to you. NVIDIA will use feedback at its choice.
4.
No Warranties
.
THE SOFTWARE IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW,
NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
5.
Limitations of Liability
.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF
GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED
UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER
CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY
UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS
OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. These exclusions and limitations of liability shall apply regardless if
NVIDIA or its affiliates have been advised of the possibility of such damages, and regardless of whether a remedy fails its essential
purpose.
6.
Termination
.
This Agreement will automatically terminate without notice from NVIDIA if: (i) you fail to comply with any term of this
Agreement; or (ii) you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE. NVIDIA
may, at any time, terminate this Agreement with notice if NVIDIA decides to no longer provide the SOFTWARE in a country
or, in NVIDIA’s sole discretion, the continued use of it is no longer commercially viable. Upon any termination of this
Agreement, you agree to promptly discontinue use of the SOFTWARE and destroy all copies in your possession or control.
Upon written request, you will certify in writing that you have complied with your commitments under this section. All
provisions survive termination of this Agreement, except for the licenses granted to you.
7.
General
.
If you wish to assign this Agreement or your rights and obligations, including by merger, consolidation, dissolution or
operation of law, contact NVIDIA to ask for permission. Any attempted assignment not approved by NVIDIA in writing shall
be void and of no effect.
This Agreement will be governed in all respects by the laws of the United States and of the State of Delaware as those laws
are applied to contracts entered into and performed entirely within Delaware by Delaware residents, without regard to the
conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically
disclaimed. You agree to all terms of this Agreement in the English language.
The state or federal courts residing in Santa Clara County, California shall have exclusive jurisdiction over any dispute or claim
arising out of this Agreement. Notwithstanding this, you agree that NVIDIA shall still be allowed to apply for injunctive
remedies or an equivalent type of urgent legal relief in any jurisdiction.
If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable,
such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law
and the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative.
The SOFTWARE has been developed entirely at private expense and is “commercial items” consisting of “commercial
computer software” and “commercial computer software documentation” provided with RESTRICTED RIGHTS. Use,
duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions in this
Agreement pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (b)(1) and (2) of the Commercial Computer
Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2788 San Tomas
Expressway, Santa Clara, CA 95051.
The SOFTWARE is subject to United States export laws and regulations. You agree that you 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 economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets
Control (OFAC), or any applicable export laws, restrictions or regulations. These laws include restrictions on destinations, end
users and end use. By accepting this Agreement, you confirm that you are not a resident or citizen of any country currently
embargoed by the U.S. and that you are not otherwise prohibited from receiving the SOFTWARE.
Any notice delivered by NVIDIA to you under this Agreement will be delivered via mail, email or fax. You agree that any notices
that NVIDIA sends you electronically will satisfy any legal communication requirements. Please direct your legal notices or
other correspondence to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United States of
America, Attention: Legal Department.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and
supersedes all prior negotiations or documentation exchanged between the parties relating to this SOFTWARE license. Any
amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.
(v. April 22, 2021)
