Cumulus Linux End User License Agreement
NVIDIA CUMULUS SOFTWARE LICENSE
This license is a legal agreement between you, whether an individual or entity (“you”) and NVIDIA Corporation (“NVIDIA”) and governs the use of the NVIDIA Cumulus Linux software and materials provided hereunder (“SOFTWARE”).
This license can be accepted only by an adult of legal age of majority in the country in which the SOFTWARE is used.
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 use the SOFTWARE.
You agree to use the SOFTWARE only for purposes that are permitted by this Agreement and any applicable law or regulation in the relevant jurisdictions.
License Grant. Subject to the terms of this Agreement and the timely payment of the fee (if applicable), NVIDIA grants you a non‐exclusive, revocable, non‐transferable, non‐sublicensable license to:
1.1 Install and use the SOFTWARE for your internal business purposes in your systems with registered NVIDIA Networking Products or related switch products subject to the license fees Per Switch.
“Per Switch” license means the specific registered Switch at the maximum port speeds as may be indicated in the accompanying documentation or product SKU in connection with NVIDIA Networking Products.
Taxes. The fee (if applicable) does not include taxes. If NVIDIA is required to pay sales, use, property, value‐added or other taxes associated with delivery of the license in this Agreement, then such taxes shall be billed to and paid by You, unless NVIDIA receives a valid exemption or resale certificate. If you are not billed the applicable tax under the order, then it is your responsibility to properly remit the tax directly to the applicable tax jurisdiction. Further, you acknowledge that the payments to NVIDIA under the license shall be made in full without reduction for withholding taxes, if applicable. This section shall not apply to taxes based on NVIDIA’s net income or payroll taxes.
Limitations.
3.1 You may not reverse engineer, decompile or disassemble the SOFTWARE components provided in binary form, nor attempt in any other manner to obtain source code of the SOFTWARE.
3.2 You may not change or remove copyright or other proprietary notices in the SOFTWARE.
3.3 Except as expressly granted in this Agreement, you may not copy, sell, rent, sublicense, transfer, distribute, modify or create derivative works of the SOFTWARE, or make its functionality available to others.
3.4 You may not bypass, disable or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism in the SOFTWARE.
3.5 You may not disclose the results of benchmarking, competitive analysis, regression, or performance data relating to the SOFTWARE without the prior written permission from NVIDIA.
3.6 You may not use the SOFTWARE for the purpose of developing competing products or technologies or assist a third party in such activities.
3.7 You may not use the SOFTWARE in any manner that would cause it to become subject to an open source software license; subject to the terms in the “Components Under Other Licenses” section below.
3.8 You may not use the SOFTWARE provided under this Agreement in a system or application where the use or failure of such system or application developed or deployed with SOFTWARE could result in injury, death or catastrophic damage (each, a “Mission Critical Application”). Examples of Mission Critical Applications include use in avionics, navigation, autonomous vehicle applications, AI solutions for automotive products, military, medical, life support or other mission‐critical or life‐critical applications. NVIDIA will not be liable to you or any third party, in whole or in part, for any claims or damages arising from these uses. You are solely responsible for ensuring that systems and applications developed with the SOFTWARE include sufficient safety and redundancy features and comply with all applicable legal and regulatory standards and requirements.
3.9 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 use of the SOFTWARE outside of the scope of this Agreement or not in compliance with its terms.
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 the work authorized by this Agreement 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 as authorized by this Agreement from your secure network. 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 will be deemed to constitute a breach of this Agreement if committed by your authorized users.
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 purpose of this Agreement, provided that each such recipient is subject to a written agreement that includes confidentiality obligations consistent with these terms. You will protect the NVIDIA Confidential Information with at least the same degree of care that you use to protect your own similar confidential and proprietary information, but no less than a reasonable degree of care. “Confidential Information” means the SOFTWARE including its features and functionality, output, and any results of benchmarking or other competitive analysis or regression or performance data relating to the SOFTWARE.
Pre‐Release Versions. SOFTWARE versions or specific features 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, availability and reliability standards relative to commercial versions of NVIDIA offerings. You may use prerelease SOFTWARE at your own risk, understanding that such versions are 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 pre‐release SOFTWARE at any time without liability.
Updates and Support. Except as expressly indicated in an order, NVIDIA is under no obligation to provide support for the SOFTWARE or to provide any maintenance, updates, upgrades, or other revisions to the 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.
Components Under Other Licenses. The SOFTWARE may include or be distributed with components provided with separate legal notices or terms that accompany the components, such as open source software licenses and other license. The components are subject to the applicable other licenses, including any proprietary notices, disclaimers, requirements and extended use rights; except that this Agreement will prevail regarding the use of third‐party open source software, unless a third‐party open source software license requires its license terms to prevail. Open source software license means any software, data or documentation subject to any license identified as an open source license by the Open Source Initiative (http://opensource.org), Free Software Foundation (http://www.fsf.org) or other similar open source organization or listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation (http://www.spdx.org).
Term and Termination.
9.1 This Agreement will automatically terminate without notice from NVIDIA if you fail to comply with any of the terms in this Agreement or if you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE or you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business. Additionally, NVIDIA may terminate this Agreement with prior written notice to you if, in NVIDIA’s sole discretion, the continued use of the SOFTWARE is no longer commercially viable or creates liabilities for NVIDIA. You agree to cooperate with NVIDIA and provide reasonably requested information to verify your compliance with this Agreement.
9.2 Each SOFTWARE license ends at the earlier of the expiration or termination of the license or this Agreement. Each service ends at the earlier of the expiration or termination of the service or this Agreement, or upon the expiration or termination of the associated license and no credit or refund will be provided for any service fees paid.
9.3 Upon any expiration or termination of this Agreement, a license or a service any amounts owed to NVIDIA become immediately due and payable and 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. Upon any termination of this Agreement all provisions survive except for the licenses granted to you.
Ownership. The SOFTWARE, including all intellectual property rights, is and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted in this Agreement, (i) NVIDIA reserves all rights, interests and remedies in connection with the SOFTWARE and (ii) no other license or right is granted to you by implication, estoppel or otherwise.
Feedback. You may, but are not obligated to, provide suggestions, requests, fixes, modifications, enhancements or other feedback regarding or in connection with your use of the SOFTWARE (collectively, “Feedback”). Feedback, even if designated as confidential by you, will not create any confidentiality obligation for NVIDIA or its affiliates. If you provide Feedback, you hereby grant NVIDIA, its affiliates and its designees a non‐exclusive, perpetual, irrevocable, sublicensable, worldwide, royaltyfree, fully paid‐up and transferable license, under your intellectual property rights, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit the Feedback at NVIDIA’s discretion. You will not give Feedback (i) that you have reason to believe is subject to any restriction that impairs the exercise of the grant stated in this section, such as third‐party intellectual property rights or (ii) subject to license terms which seek to require any product incorporating or developed using such Feedback, or other intellectual property of NVIDIA or its affiliates, to be licensed to or otherwise shared with any third party.
Disclaimer of Warranties. THE SOFTWARE IS PROVIDED BY NVIDIA AS‐IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO INFORMATION OR ADVICE GIVEN BY NVIDIA WILL IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY PROVIDED IN THIS AGREEMENT. NVIDIA does not warrant or assume responsibility for the accuracy or completeness of any third‐party information, text, graphics or links contained in the SOFTWARE.
Limitations of Liability.
13.1 DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NVIDIA BE LIABLE FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR THE (A) COST OF PROCURING SUBSTITUTE GOODS OR (B) LOSS OF PROFITS, REVENUES, USE, DATA OR GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
13.2 DAMAGES CAP. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA’S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE U.S. DOLLARS (US$5).
- Data Collection
You hereby acknowledge that for debug purposes the SOFTWARE collects the following data:
(i) Configuration, NOS (networking operating system) data, ASIC data; and
(ii) Metrics, logs, settings, telemetry (Such as WJH), configurations, performance
NVIDIA may use said data in order to improve NVIDIA products and services.
The SOFTWARE may also 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 personal data, as well as visit the NVIDIA Privacy Center, located at https://www.nvidia.com/en-us/about-nvidia/privacy-center/.
Governing Law and Jurisdiction. This Agreement will be governed in all respects by the laws of the United States and the laws of the State of Delaware, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts residing in Santa Clara County, California will have exclusive jurisdiction over any dispute or claim arising out of or related to this Agreement, and the parties irrevocably consent to personal jurisdiction and venue in those courts; except that either party may apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
General.
16.1 No Assignment. NVIDIA may assign, delegate or transfer its rights or obligations under this Agreement by any means or operation of law. You may not, without NVIDIA’s prior written consent, assign, delegate or transfer any of your rights or obligations under this Agreement by any means or operation of law, and any attempt to do so is null and void.
16.2 No Waiver. No waiver of any term of the Agreement will be deemed a further or continuing waiver of such term or any other term, and NVIDIA’s failure to assert any right or provision under the Agreement will not constitute a waiver of such right or provision.
16.3 Trade Compliance. You agree to comply with all applicable export, import, trade and economic sanctions laws and regulations, including U.S. Export Administration Regulations and Office of Foreign Assets Control regulations. You confirm that you will not export or reexport any products or technology, directly or indirectly, without first obtaining any required license or other approval from appropriate authorities, (i) to any countries that are subject to any U.S. or local export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Syria, the Region of Crimea, Donetsk People’s Republic Region and Luhansk People’s Republic Region); (ii) to 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, missiles, rocket systems, unmanned air vehicles, or any weapons of mass destruction; (iii) to any end‐user who has been prohibited from participating in the U.S. or local export transactions by any governing authority; or (iv) to any known military or militaryintelligence end‐user or for any known military or military‐intelligence end‐use in accordance with U.S. trade compliance laws and regulations.
16.4 Government Rights. The SOFTWARE, documentation and technology (“Protected Items”) are “Commercial products” as this term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in, respectively, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 & 252.227‐7014(a)(1). Before any Protected Items are supplied to the U.S. Government, you will (i) inform the U.S. Government in writing that the Protected Items are and must be treated as commercial computer software and commercial computer software documentation developed at private expense; (ii) inform the U.S. Government that the Protected Items are provided subject to the terms of the Agreement; and (iii) mark the Protected Items as commercial computer software and commercial computer software documentation developed at private expense. In no event will you permit the U.S. Government to acquire rights in Protected Items beyond those specified in 48 C.F.R. 52.227‐19(b)(1)‐(2) or 252.227‐7013(c) except as expressly approved by NVIDIA in writing.
16.5 Notices. 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, with a copy emailed to legalnotices@nvidia.com. If NVIDIA needs to contact you about the SOFTWARE, you consent to receive the notices by email and agree that such notices will satisfy any legal communication requirements.
16.6 Force Majeure. Neither party will be liable (except for any payment obligations) during any period where an event or circumstance prevents or delays that party from performing its obligations under this Agreement and that event or circumstance: (i) is not within the reasonable control of that party and is not the result of that party’s negligence, an (ii) cannot be overcome or avoided by that party using reasonably diligent efforts.
16.7 Severability and Amendment. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, that provision will be deemed modified to the extent necessary to make it enforceable and the remainder of this Agreement will continue in full force and effect. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.
16.8 Independent Contractors. The parties are independent contractors, and this Agreement does not create a joint venture, partnership, agency or other form of business association between the parties. Neither party will have the power to bind the other party or incur any obligation on its behalf without the other party’s prior written consent.
16.9 Construction. The headings in the Agreement are included solely for convenience and are not intended to affect the meaning or interpretation of the Agreement. As required by the context of the Agreement, the singular of a term includes the plural and vice versa.
16.10 Entire Agreement. Regarding the subject matter of this Agreement, the parties agree that (i) this Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications and (ii) any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding and are null and void.
(v. Aug. 09, 2023)
NVIDIA CUMULUS ENTERPRISE SUPPORT SUPPLEMENT
The terms in this supplement describe the support services that you may obtain directly from NVIDIA for the SOFTWARE licensed under the Agreement above and NVIDIA Cumulus supported software and materials available via NVIDIA Enterprise Support Portal (Enterprise Support Portal) under the terms of your applicable license agreement as modified by this supplement. Capitalized terms used but not defined below shall have the meaning assigned to them in the applicable license.
This supplement is an exhibit to the applicable license and is incorporated as an integral part of the applicable license. In the event of conflict between the terms in this supplement and the terms in the applicable license, the terms in this supplement shall govern.
Scope. If your order indicates that NVIDIA will directly provide Technical Support, Maintenance, Updates and/or Upgrades for your license(s), then, subject to payment of applicable fees, NVIDIA agrees to provide the below services for the Supported Software based on the service subscription purchased during the applicable service term, solely on Certified System(s), and solely for the Supported OSs.
Subject to payment of applicable fees, the services described in this supplement are provided by NVIDIA to you based on the then‐current service subscription plan(s) available for the Supported Software. If you have an agreement with a NVIDIA reseller specifying that a third‐party will deliver the same services described in this supplement for SOFTWARE licensed under the Agreement above and supported software and materials available via Enterprise Support Portal and licensed under the applicable license agreement, this supplement does not apply. NVIDIA may update the scope of services under your service subscription plan and any such modifications are binding on you, provided that such modifications do not single you out.
Support.
2.1 Technical Support. If your service subscription to SOFTWARE licensed under the Agreement above and supported software and materials available via Enterprise Support Portal includes Technical Support, subject to payment of applicable fees NVIDIA will make available to you Technical Support for the Supported Software during the service term. You will be permitted to designate in writing to NVIDIA designated users for purposes of obtaining Technical Support. NVIDIA will provide Technical Support to such designated users only via a dedicated support portal. NVIDIA will use commercially reasonable efforts to analyze each potential Technical Support issue to determine if it qualifies for service. NVIDIA shall issue a response to all potential Technical Support issues filed, provided no commitment is made with respect to the specific resolution.
2.2 Maintenance. If your service subscription to SOFTWARE licensed under the Agreement above includes Maintenance subject to payment of applicable fees NVIDIA will make available to you the Maintenance associated with the Supported Software licensed under the Agreement above during the service term.
2.3 Updates. If your service subscription to SOFTWARE licensed under the Agreement above includes Updates, subject to payment of applicable fees NVIDIA will make available to you the Updates associated with the Supported Software licensed under the Agreement above during the service term.
2.4 Upgrades. If your service subscription to SOFTWARE licensed under the Agreement above includes Upgrades, subject to payment of applicable fees NVIDIA will make available to you the Upgrades associated with the Supported Software licensed under the Agreement above during the service term.
2.5 Reinstatement. If you elect not to renew certain service subscriptions and later you desire to re‐enroll, you must pay with respect to the services being reinstated at the then‐current rates: (a) fees for the period between the last expiration of the service subscription and until commencement of the new service subscription, (b) fees for service term of the new service subscription, and (c) any applicable reinstatement fees in addition to fees under (a) and (b). Service subscription re‐enrollment is subject to availability of the service subscription plans at the time of ordering and software version restrictions.
2.6 Requirements and Availability. You shall (a) purchase the initial service subscription for a Supported Software only for the most current generally available version of the Supported Software, and (b) initially purchase and renew service subscriptions for all of your licenses of a Supported Software. The service subscription plans will indicate the types of services (from the above) that are available for Supported Software. NVIDIA is not obligated to provide any services under this supplement for a Supported Software version after the end of support period to its licensees. NVIDIA is not obligated to initiate or renew any service subscription if such service subscription plan is no longer made available by NVIDIA.
Exclusions. NVIDIA does not provide services under this supplement related to:
(a) errors in your own or your licensors’ products that are not due to Errors in the Supported Software;
(b) errors in firmware, software, materials, operating systems, applications, services or data used with the Supported Software;
(c) use of any open‐source software provided within Supported Software, except that NVIDIA may provide you information with respect to known bugs;
(d) modifications to the Supported Software made by you or on your behalf, including customizations NVIDIA agreed to provide you under a consulting service agreement and otherwise not broadly available from NVIDIA NGC, or any modifications made by any third party without NVIDIA’s authorization;
(e) your applications and data, or backing up and restoring them;
(f) interoperability, compatibility or non‐performance issues due to (i) products, software, or options not supported by NVIDIA; (ii) configurations not supported, provided or approved by NVIDIA; (iii) parts intended for one system installed in another system of different make or model; (iv) use of SOFTWARE with non‐NVIDIA hardware; or (v) non‐supported software and materials provided via NVIDIA NGC or malware;
(g) service necessary due to operator error, improper use of the Supported Software or attempted support by unauthorized persons;
(h) use of the Supported Software outside of the scope of the applicable license agreement or documentation; or
(i) to the extent the provision thereof would violate NVIDIA’s obligations to its third‐party licensors and suppliers with respect to such third parties’ intellectual property.
Further, services under this supplement do not include any enhancement(s) or addition(s) to the Supported Software beyond Maintenance, Updates and Upgrades.
Your Responsibilities. In order for NVIDIA to deliver services under this supplement, you agree that:
(a) you are responsible for procuring, installing and maintaining all equipment and obtaining all consents for other software and other hardware necessary to operate the Supported Software;
(b) your failure to deploy a Maintenance, Update or Upgrade available to you as promptly as possible may render the applicable Supported Software non‐operable or non‐conforming to later documentation provided by NVIDIA;
(c) you shall further provide through designated users such information, and/or access to your resources and personnel as NVIDIA may reasonably require for providing services. As examples, as reasonably requested you shall (i) identify the correct version(s) of Supported Software, (ii) provide the documentation and assistance necessary to demonstrate and diagnose each potential Technical Support issue, including providing necessary test cases that NVIDIA can reproduce on a Certified System, (iii) provide remote system access (upon mutual agreement) for NVIDIA to replicate potential Errors, and (iv) provide embedded diagnostic information;
(d) When you use Maintenance, Update or Upgrade, access to a new product version does not change the number of authorized licenses you have for the Supported Software and you shall discontinue use of the prior version as necessary to maintain your authorized number of licenses;
(e) you will appoint as designated users only those of your employees who have reasonably appropriate technical backgrounds and skills. You may remove or replace designated users during the service term with notice to NVIDIA; and
(f) you will appoint, at NVIDIA’s request, designated service, and engineering contacts for service issue escalations NVIDIA shall be excused from performing any of its obligations hereunder to the extent any such non‐performance is attributable to your failure to perform your responsibilities under this section.
Service Fees; Payment Terms. When you purchase service subscriptions directly from NVIDIA the following applies: Fees for the service subscriptions are set forth in the associated order and are payable pursuant to the terms of such order which may require the receipt of payment in full prior to the commencement of any services. Unless otherwise expressly indicated in an order, fees will be invoiced upon your purchase, are payable upon invoice and are expressed in U.S. Dollars. All fees are non‐refundable, and don’t include any taxes, duties or similar charges. If NVIDIA is required to pay sales, use, property, valueadded or other taxes based on the payments provided in the service subscriptions and if NVIDIA is required to collect and remit such taxes, then such taxes shall be billed to and paid by you or your reseller, unless NVIDIA receives a valid exemption or resale certificate. If you are not billed the applicable tax under the order, then it is your responsibility to properly remit the tax directly to the applicable tax jurisdiction. Further, you acknowledge that the payments to NVIDIA under the service subscriptions shall be made in full without reduction for withholding taxes, if applicable. This section shall not apply to taxes based on NVIDIA’s net income or payroll taxes. All amounts not paid when due will accrue interest (without the requirement of a notice) at the lower of 1.5% per month or the highest rate permissible by law until the unpaid amounts are paid in full. If payment is overdue, NVIDIA reserves the right to suspend or terminate service subscriptions, in addition to any other remedies it may have, until the payment delinquency is corrected. Payment obligations survive any expiration or termination of the applicable license.
Definitions.
i. “Certified Systems” means Supported OS plaorms, corresponding hardware plaorms, third party software and configuration details appearing on a list maintained by NVIDIA and made available to you, or as otherwise approved by NVIDIA.
ii. “Error(s)” means a reproducible defect, problem, logical error or bug in the Supported Software that constitutes a failure to comply substantially with the applicable documentation and is reported using standard NVIDIA procedures.
iii. “Error Correction(s)” means adapting, re‐configuring, or reprogramming the Supported Software to correct the Error(s).
iv. “Maintenance” means security patch(es), Error Correction(s) and Workaround(s) to the Supported Software made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Maintenance”. Maintenance may include revisions to documentation.
v. “Supported OS” means the supported operating system(s) listed in conjunction with a particular Certified System on the list maintained by NVIDIA and made available to you.
vi. “Supported Software” means (a) the NVIDIA Cumulus Linux software licensed under the Agreement above, and (b) those Cumulus Linux software and materials licensed via NVIDIA Enterprise Support Portal that are supported by NVIDIA as indicated by NVIDIA from time to time as supported as part Cumulus Linux, and in both cases while under a current and valid license and for which you purchased service subscriptions and does not include any modifications made by you or a third party on your behalf, or any modifications to the Supported Software made by NVIDIA pursuant to a consulting services agreement.
vii. “Technical Support” means the provision of telephone or web‐based technical assistance to questions from designated users related to the installation, use and operation of the Supported Software, including basic instruction or assistance related to functional Errors in the Supported Software.
viii. “Updates” means those modifications to the Supported Software other than Maintenance made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Updates” and that is indicated by NVIDIA as being an update by means of a change in the digit to right of first decimal point (e.g., version 5.0 to version 5.1).
ix. “Upgrades” means those modifications to the Supported Software other than Maintenance made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Upgrades” and that is indicated by NVIDIA as being an upgrade by means of a change in the digit to left of first decimal point (e.g., version 5.0 to version 6.0).
x. “Workarounds” means procedures and routines, for use by you, which, when employed in the regular operation of, or access to, the Supported Software, will avoid or substantially diminish the practical adverse effects of the relevant Error.