NVIDIA End-User License Agreement for HPC Software Development Kit

NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, COPYING OR USING THE LICENSED SOFTWARE.

THIS END-USER LICENSE AGREEMENT ("ELA") IS A LEGAL AGREEMENT BETWEEN YOU, THE LICENSEE (A SINGLE PERSON, INSTITUTION, OR LEGAL ENTITY) ("YOU"), AND NVIDIA CORPORATION, A DELAWARE CORPORATION HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA CA AND ITS SUBSIDIARIES ("NVIDIA") FOR THE LICENSED SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIAL, ELECTRONIC DOCUMENTATION OR ANY PORTION THEREOF ("SOFTWARE").

NVIDIA IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS ELA.

PLEASE READ THE ELA CAREFULLY.

BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE, YOU ACCEPT ALL OF THE TERMS OF THE ELA.

IF YOU DO NOT AGREE TO THE TERMS OF THIS ELA, DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THIS SOFTWARE.

1. Ownership.

The Software distributed and licensed to You hereunder, including, if and when provided, any updates furnished to You for free or for additional fees, is proprietary to NVIDIA or its licensors (NVIDIA and licensors hereafter referred to as "Licensors").

The Software is not sold, and instead is only licensed for Your use, strictly in accordance with this ELA.

The Software is protected by copyright laws and international treaty provisions.

(i) The Licensors retain all right, title and interest to, and ownership of, the Software and modifications, including their respective intellectual property rights, subject to Your rights under subsection 1(ii) below and the terms in Section 6. All rights not expressly granted in this ELA are reserved.

(ii) You retain all right, title and interest to, and ownership of Your applications and Your derivative works of the sample source code delivered, including their respective intellectual property rights, subject to Licensor's rights as described in subsection 1(i) above.

2. License

2.1. Grant

Subject to the terms and conditions of this ELA, NVIDIA hereby grants You a limited, non-transferable, and non-exclusive license, without the right to sublicense or distribute (except as expressly provided in this ELA), to:

  1. Install and use the Software:
    1. only on computer system(s) running a specific operating system on which the Software is designed to run and for which the Software is intended to produce an executable image ("Target Systems"), and
    2. only by the number of concurrent users for which Your corresponding product configuration has been licensed,
  2. Modify and create derivative works of sample source code delivered in the Software provided, however, that You do not grant to others, rights to modify the sample source code provided by NVIDIA,
  3. Distribute the below described distributable Software in an application that You build with the Software that provides material additional functionality beyond that included with the Software ("End-User Application") to users within Your organization as well as third party users outside Your organization ("Sublicensees") only for use on Target Systems, subject to the Distribution Requirements indicated in this ELA. The distributable Software is as follows:
    1. Software compiled or linked into, and inseverable from, Your End-User Application, or
    2. files contained or listed in folders or directories whose names begin with "REDIST" within the Software installation ("Run-Time Files") that are required by, and bundled with, Your End-User Application.

2.2. Distribution Requirements

For Software versions that are not "Pre-Release" versions as defined in Section 2C below, You may exercise the distribution license grant above subject to all of the following:

  1. You may identify NVIDIA as the Software licensor or as having NVIDIA Target System compatibility, where appropriate, provided that You shall not otherwise use NVIDIA's name or trademarks to market, endorse, or promote any End-User Application without prior written permission from NVIDIA,
  2. You will not remove any copyright or other proprietary notice from the Software,
  3. Your Sublicensees shall not modify, create derivative works reverse engineer, disassemble or attempt in any manner to obtain the source code of the Software,
  4. You shall disclaim any and all warranties on behalf of Licensors,
  5. You shall disclaim, to the maximum extent permitted by law, Licensors' and their respective affiliates' liability for all damages, direct or indirect, incidental or consequential, that may arise from any use of the Software,
  6. You shall not export the Software, directly or indirectly, in violation of U.S. export control laws or any export or import regulations in other countries,
  7. You shall strictly prohibit the further distribution of the Run-Time Files by users of an End-User Application, and
  8. You shall include the following notice in Your modifications and derivative works of sample source code that are distributed: "This software contains source code provided by NVIDIA Corporation."

2.3. Pre-Release Software

Software versions identified as alpha, beta, preview, "early access", 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 version may result in unexpected results, loss of data, project delays or other unpredictable damage or loss.

You may use a Pre-Release version internally, at Your own risk, understanding that Pre-Release versions are not intended for distribution or for use in production or business-critical systems.

Only You may use an application compiled with a Pre-Release version. You do not have any rights to distribute or otherwise transfer an application compiled with a Pre-Release version.

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 version at any time without liability.

5. Software from International Business Machines Corporation or one of its subsidiaries ("IBM")

You acknowledge that some components of the Software may be owned and under license from IBM ("IBM Components"). Use of IBM Components are subject to Your agreement to the IBM International Program License for Non-Warranted Programs (LA_*) and the License Information documents (LI_*) for Your region located in the linuxpower/<version>/doc/IBM/ directory (collectively, the "IBM Components Agreement").

6. Third Party Licenses

You acknowledge that the Software may come bundled with, or otherwise include or be distributed with open source, freeware, or other software provided to NVIDIA under license from third parties ("Third Party Components"). Such software is provided to You subject to the terms and conditions that accompany and are applied to such Third Party Components by third parties, and may require notices and/or additional terms and conditions, which are made a part of and incorporated by reference into the ELA. Please be sure to consult the individual product files and/or documentation for specific copyright notices and author attributions. Use of the Third Party Components is subject to the third party license terms in addition to this ELA. To the extent the terms of this license conflict with the terms of such third party licenses with respect to the Third Party Components, the terms of such third party licenses will govern.

7. Restrictions

7A) You may make copies of the Software in machine-readable form, solely for archival or backup purposes, provided the copyright notice and other proprietary legends on the Software are included on any archival/backup copies. You may not modify or create derivative works, in whole or in part, based on the Software, except as expressly authorized in this ELA. You may not reverse engineer, de-compile, or disassemble the Software, or attempt in any manner to obtain the source code. You may not rent, lease, loan, sublicense, or transfer, electronically or otherwise, the Software to others or authorize any portion of the Software to be copied onto another individual or legal entity's computer except as expressly provided in this ELA. The Software is licensed as a single product.

7B) The term "proprietary" as used in this ELA or in the Software does not establish a confidential relationship between the Licensor and You and does not in itself provide You any rights to the Software. You acknowledge that the Licensors have valuable intellectual property rights in the Software and agree to respect and protect such intellectual property rights. No right, title, or interest in or to any trademark, service mark, logo or trade name of the Licensors is granted under this ELA.

7C) You acknowledge and agree that the Software is not designed, manufactured or intended for use in connection with the design, construction, maintenance, and/or operation of any system or application where the use or failure of such system or application could result in a situation that threatens the safety of human life or results in catastrophic damages (including, for example, in on-line control equipment in hazardous environments such as nuclear activities, aircraft navigation or control, or life support systems). The Licensors disclaim any express or implied warranty of fitness for such uses. 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.

7D) You will not use the Software so that any part of it becomes subject to an Excluded License. As used in this ELA, an "Excluded License" is one that requires, as a condition of use, modification, and/or distribution, that


    (i)    the Software be disclosed or distributed in source code form; or
    (ii)   others have a right to modify it, or
    (iii)  the Software becomes redistributable at no charge, or
    (iv)   the Software loses its proprietary nature.

7E) Under no circumstances should anything in this ELA 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 ELA.

8. Feedback

You may, but are not obligated to, provide NVIDIA any suggestions, comments and feedback regarding the Software delivered to You hereunder("Feedback"). NVIDIA and its affiliates may use and include any Feedback that You have voluntarily provided to improve the Software and other NVIDIA products or technologies. Accordingly, if You provide Feedback, You grant NVIDIA and its affiliates and their licensees a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant to freely use, have used, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors), and otherwise commercialize the Feedback in the Software and other products or technologies.

9. Limited Warranty; Limitation of Liability

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSORS FURTHER DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE,OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION,LOSS OF DATA OR OTHER PECUNIARY LOSS)ARISING OUT OF THIS ELA OR THE USE OF OR INABILITY TO USE THE SOFTWARE,EVEN IF THE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT NVIDIA MAY BE HELD LEGALLY LIABLE TO YOU BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, THE MAXIMUM LIABILITY OF THE LICENSORS SHALL NOT EXCEED THE APPLICABLE PURCHASE PRICE OF THE SOFTWARE OR ONE THOUSAND DOLLARS (US$1,000), WHICHEVER IS GREATER.

NVIDIA has no obligation to support or provide any updates of the Software.

You agree that You are solely responsible for maintaining appropriate data backups and system restore points for Target Systems.

10. Indemnity and Audit

You agree to indemnify, defend, and hold the Licensors and their respective employees, directors, officers, and agents harmless from and against any and all claims, liabilities, damages, penalties, settlements, and costs and expenses (including, without limitation, reasonable attorneys' fees and court or arbitration costs), (collectively "Claims") arising from, or resulting from:


    (i)     Your breach of any term or condition of this ELA;
    (ii)    alleged or actual infringement of the intellectual property or
            other proprietary rights of a third party by You or Your
            Sublicensees;
    (iii)   the use, modifications, derivative works or distribution of the
            Software by You or Your Sublicensees;
    (iv)    combination of the Software or derivative products with other
            software, products or materials not in accordance with the terms
            of this ELA; or
    (v)     any acts or omissions by You, Your employees, directors, officers,
            and agents or Sublicensees either under this ELA or outside its
            scope, including personal injury, death, or property damage to
            anyone or anything.

NVIDIA reserves the right, upon reasonable prior written notice to You and during Your normal business hours, to audit Your use of the Software and any derivative products made therefrom to confirm Your compliance with the terms of this ELA.

11. Software Export

You acknowledge that the Software and NVIDIA products are subject to the U.S. Export Administration Regulations (the "EAR") and agree to comply with the EAR. You confirm that You will not export or re-export the Software or any NVIDIA products, directly or indirectly, to: (1) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria); (2) any end user who You know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or (3) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, You are responsible for complying with any local laws which may impact Your right to import, export or use the Software or any NVIDIA products. You acknowledge that the use of the Software or any NVIDIA products by military end-users or for military end-uses is prohibited in China.

12. Software Manuals

All proprietary documentation provided with the Software is copyrighted and may not be copied, photographed, reproduced, translated or reduced to any electronic medium or machine-readable form in whole or in part without the express, written, prior approval of NVIDIA.

13. Government Use

The Software has been developed at private expense and is "commercial item" 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 ELA 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.

14. Termination

The license granted to You in this ELA is effective until terminated.

14A) This ELA will automatically terminate if You fail to comply with any of the terms and conditions hereof. You may terminate the license at any time by returning and/or destroying the Software together with all copies. Upon termination of the license for any reason, You agree to destroy all copies of the Software.

14B) Defensive Suspension

If You commence or participate in any legal proceeding against NVIDIA with respect to the Software, then NVIDIA may, in its sole discretion, suspend or terminate license grants or any other rights provided under this ELA during the pendency of such legal proceedings.

15. Surviving Terms

In the event this ELA is terminated for any reason, all provisions shall survive termination except for the license grants to You.

16. No Assignment

This ELA, and each party's rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You 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 ELA shall be binding upon assignees.

17. Controlling Law and Complete Agreement

This ELA shall be construed and interpreted under the laws of the state of Delaware, not including its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You and NVIDIA agree that all disputes arising out of this ELA shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within Santa Clara County, California, and both parties hereby consent to the personal and exclusive jurisdiction and venue of these courts. If any provision of this ELA, or portion thereof, is found to be unenforceable, that provision shall be enforced to the maximum extent possible and the remainder of this ELA shall continue in full force and effect.

18. Privacy Notice & Consent to Collection and Use of Information

You hereby acknowledge that during installation and compilation the Software may access and collect data in order to: (a) properly configure and optimize for Target Systems; (b) deliver content or service through the Software; and (c) improve NVIDIA products and services. Information collected by the Software may include: (i) configuration data; (ii) operating system and driver configuration; (iii) installed applications; (iv) applications settings, performance and usage data; and (v) usage metrics of the Software.

NVIDIA may require certain personal information such as Your name, email address and user credentials in order to deliver or provide products or services to You.

The Software may contain links to websites and services. NVIDIA encourages You to review the privacy statements on those sites and services that You choose to visit so that You can understand how they may collect, use and share Your data. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.

You should review the NVIDIA Privacy Policy, located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy/, which explains NVIDIA's policy for collecting and using data, and the NVIDIA Privacy Center, located at https://www.nvidia.com/en-us/privacy-center/, to manage Your consent and privacy preferences.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS ELA AND AGREE TO BE BOUND BY ITS TERMS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND NVIDIA AND THAT IT SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN, ANY PROPOSAL, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND NVIDIA RELATING TO THE SUBJECT MATTER OF THIS ELA.

Rev 2020-Feb

Notices

Notice

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.

Information furnished is believed to be accurate and reliable. However, NVIDIA Corporation assumes no responsibility for the consequences of use of such information or for any infringement of patents or other rights of third parties that may result from its use. No license is granted by implication of otherwise under any patent rights of NVIDIA Corporation. Specifications mentioned in this publication are subject to change without notice. This publication supersedes and replaces all other information previously supplied. NVIDIA Corporation products are not authorized as critical components in life support devices or systems without express written approval of NVIDIA Corporation.

Trademarks

NVIDIA, the NVIDIA logo, CUDA, CUDA-X, GPUDirect, NGC, NVIDIA Volta, NVIDIA DGX, NVIDIA Nsight, NVLink, NVSwitch, Tesla, and HPC SDK are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries. Other company and product names may be trademarks of the respective companies with which they are associated.


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