Abstract

This document is the SOFTWARE LICENSE AGREEMENT FOR THE EVALUATION OF NVIDIA RIVA for NVIDIA Riva. The following contains specific license terms and conditions for NVIDIA Riva. By accepting this agreement, you agree to comply with all the terms and conditions applicable to the specific product(s) included herein.

SOFTWARE LICENSE AGREEMENT FOR THE EVALUATION OF NVIDIA RIVA

This license agreement ("Agreement”) is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs your use of the NVIDIA Riva software for embedded platforms, including models and materials provided hereunder (“SOFTWARE”).

This Agreement can be accepted only by an adult of legal age of majority in the country in which the SOFTWARE is used.

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 age or 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, to install and use the SOFTWARE for your internal use for test and development with systems that include NVIDIA GPUs, without use in production.

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.

If you are an academic institution you may allow users enrolled or employed by the academic institution to access and use the SOFTWARE from your secure network.

You are responsible for the compliance with the terms of this Agreement by your authorized users. If you become aware that your authorized users didn’t follow the terms of this Agreement, you agree to take reasonable steps to resolve the non-compliance and prevent new occurrences.

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. Components Under Other Licenses

The SOFTWARE may include NVIDIA or third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the SOFTWARE, such as components governed by open source software licenses. If and to the extent there is a conflict between the terms in this license and the license terms associated with a component, the license terms associated with the components control only to the extent necessary to resolve the conflict. 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 software provided by NVIDIA in binary format, or remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the SOFTWARE.

2.2 You may not sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the SOFTWARE.

2.3 You may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism in the SOFTWARE.

2.4 You may not use the SOFTWARE for the purpose of developing competing products or technologies or assisting a third party in such activities.

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.

2.6 Unless you have an agreement with NVIDIA for this purpose, you may not use the SOFTWARE with any system or application where the use or failure of the system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use in nuclear, avionics, navigation, military, medical, life support or other life critical applications. NVIDIA does not design, test or manufacture the SOFTWARE for these critical uses and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such uses.

2.7 You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to your use of the SOFTWARE outside of the scope of this Agreement, or not in compliance with its terms.

3. Ownership.

3.1 NVIDIA or its licensors hold all rights, title and interest in and to the SOFTWARE and modifications and derivative works made by or for NVIDIA, including their respective intellectual property rights. This SOFTWARE may include software and materials from NVIDIA’s licensors, and these licensors are intended third party beneficiaries that may enforce this Agreement with respect to their 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. Confidentiality.

You agree that you will not use, nor authorize others to use, NVIDIA Confidential Information, except as necessary for the performance of this Agreement, and that you will not disclose NVIDIA Confidential Information to any third party, except to permitted users under this Agreement that have a need to know such Confidential Information for the performance of this Agreement, provided that each such recipient is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. You agree to use all reasonable efforts to maintain the confidentiality of NVIDIA Confidential Information in your possession or control, but in no event less than the efforts that you ordinarily use with respect to your own Confidential Information of similar nature and importance. “ConfidentialInformation” means the SOFTWARE features and functionality, and any results of benchmarking or other competitive analysis or regression or performance data relating to the SOFTWARE.

5. No Warranties.

THE SOFTWARE IS PROVIDED BY NVIDIA “ASIS” 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. NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE.

6. 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. These exclusions and limitations of liability form an essential basis of the bargain between the parties, and, absent any of these exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

7. Termination.

This Agreement expires one (1) year after the date of SOFTWARE download or delivery. This Agreement will automatically terminate without notice from NVIDIA if you fail to comply with any of the terms here. Upon any termination you must stop using and destroy all copies of the SOFTWARE. Also, if you start or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE, then NVIDIA may, in its choice, suspend or terminate your licenses. You can terminate this Agreement whenever you want by stopping to use the SOFTWARE and destroying all copies of the SOFTWARE. All provisions will survive termination, except for the licenses granted to you.

8. 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. NVIDIA may assign, delegate or transfer this Agreement and its rights and obligations, and if to a non-affiliate you will be notified.

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.

Each party acknowledges and agrees that the other is an independent contractor in the performance of this Agreement.

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 subject matter. Any additional and/or conflicting terms on documents issued by you are null, void, and invalid. Any amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.

(v. August 25, 2021)

Notices

Notice

This document is provided for information purposes only and shall not be regarded as a warranty of a certain functionality, condition, or quality of a product. NVIDIA Corporation (“NVIDIA”) makes no representations or warranties, expressed or implied, as to the accuracy or completeness of the information contained in this document and assumes no responsibility for any errors contained herein. NVIDIA shall have no liability for the consequences or use of such information or for any infringement of patents or other rights of third parties that may result from its use. This document is not a commitment to develop, release, or deliver any Material (defined below), code, or functionality.

NVIDIA reserves the right to make corrections, modifications, enhancements, improvements, and any other changes to this document, at any time without notice.

Customer should obtain the latest relevant information before placing orders and should verify that such information is current and complete.

NVIDIA products are sold subject to the NVIDIA standard terms and conditions of sale supplied at the time of order acknowledgement, unless otherwise agreed in an individual sales agreement signed by authorized representatives of NVIDIA and customer (“Terms of Sale”). NVIDIA hereby expressly objects to applying any customer general terms and conditions with regards to the purchase of the NVIDIA product referenced in this document. No contractual obligations are formed either directly or indirectly by this document.

NVIDIA products are not designed, authorized, or warranted to be suitable for use in medical, military, aircraft, space, or life support equipment, nor in applications where failure or malfunction of the NVIDIA product can reasonably be expected to result in personal injury, death, or property or environmental damage. NVIDIA accepts no liability for inclusion and/or use of NVIDIA products in such equipment or applications and therefore such inclusion and/or use is at customer’s own risk.

NVIDIA makes no representation or warranty that products based on this document will be suitable for any specified use. Testing of all parameters of each product is not necessarily performed by NVIDIA. It is customer’s sole responsibility to evaluate and determine the applicability of any information contained in this document, ensure the product is suitable and fit for the application planned by customer, and perform the necessary testing for the application in order to avoid a default of the application or the product. Weaknesses in customer’s product designs may affect the quality and reliability of the NVIDIA product and may result in additional or different conditions and/or requirements beyond those contained in this document. NVIDIA accepts no liability related to any default, damage, costs, or problem which may be based on or attributable to: (i) the use of the NVIDIA product in any manner that is contrary to this document or (ii) customer product designs.

No license, either expressed or implied, is granted under any NVIDIA patent right, copyright, or other NVIDIA intellectual property right under this document. Information published by NVIDIA regarding third-party products or services does not constitute a license from NVIDIA to use such products or services or a warranty or endorsement thereof. Use of such information may require a license from a third party under the patents or other intellectual property rights of the third party, or a license from NVIDIA under the patents or other intellectual property rights of NVIDIA.

Reproduction of information in this document is permissible only if approved in advance by NVIDIA in writing, reproduced without alteration and in full compliance with all applicable export laws and regulations, and accompanied by all associated conditions, limitations, and notices.

THIS DOCUMENT AND ALL NVIDIA DESIGN SPECIFICATIONS, REFERENCE BOARDS, FILES, DRAWINGS, DIAGNOSTICS, LISTS, AND OTHER DOCUMENTS (TOGETHER AND SEPARATELY, “MATERIALS”) ARE BEING PROVIDED “AS IS.” NVIDIA MAKES NO WARRANTIES, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE MATERIALS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL NVIDIA BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF ANY USE OF THIS DOCUMENT, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding any damages that customer might incur for any reason whatsoever, NVIDIA’s aggregate and cumulative liability towards customer for the products described herein shall be limited in accordance with the Terms of Sale for the product.

Trademark

NVIDIA, the NVIDIA logo, and CUDA, EGX, Fleet Command, NGC, TensorRT, Triton, Turing and Volta are trademarks and/or registered trademarks of NVIDIA Corporation in the United States and other countries. Other company and product names may be trademarks of the respective companies with which they are associated.