EULA, Legal Notices and 3rd Party Licenses

This license is a legal agreement (“Agreement”) between you and Mellanox Technologies, Ltd. ("NVIDIA") and governs the use of the NVIDIA UFM software and materials provided hereunder (“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.

You agree to use the SOFTWARE only for purposes that are permitted by (a) this license, and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions.

1. License. Subject to the terms and conditions of this Agreement and payment of applicable subscription fee, NVIDIA MELLANOX grants you a personal, non-exclusive, non-sublicensable (except as provided in this Agreement), non-transferable, non-commercial license to install and use the Software for your internal business purposes for configuring, operating, and managing your InfiniBand network and not for further distribution.

2. Authorized Users. You may allow access and use of the Software to: (i) employees and contractors of your entity provided that the access and use of the Software is made from your secure network to perform work on your behalf and (ii) 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 (“Authorized Users”). You hereby undertake to be responsible and liable for any non-compliance with the terms of this Agreement by your Authorized Users. You further agree to immediately resolve any non-compliance by your Authorized Users of which you become aware and endeavor take necessary steps to prevent any new occurrences.

3. Limitations Your license to use the SOFTWARE is restricted as follows:
   3.1 The SOFTWARE is licensed for your use in systems with the registered NVIDIA Host Channel Adapter (HCA) Products or related adapter products.
   3.2 Each copy of the SOFTWARE shall be limited to the number of HCAs indicated in the applicable purchase order.
   3.3 You may use software back-up utilities to make one back-up copy of the Software Product. You may use the back-up copy solely for archival purposes
   3.4 You may not use the SOFTWARE in conjunction with a number of managed nodes or managed devices which is beyond the allowable limit or copy the SOFTWARE on additional hardware. You shall not use any features which are not included in the scope of this Agreement as described in the accompanying documentation.
   3.5 You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the SOFTWARE.
   3.6 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 Mellanox.
   3.7 Except as expressly provided in this license, you may not copy, sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the SOFTWARE. For clarity, unless, you have an agreement with NVIDIA Mellanox for this purpose you may not distribute or sublicense the SOFTWARE as a stand-alone product.
   3.8 You may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management, or authentication mechanism in the SOFTWARE.
   3.9 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.
   3.10 Unless you have an agreement with NVIDIA Mellanox 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 avionics, navigation, military, medical, life support or other life critical applications. NVIDIA Mellanox does not design, test, or manufacture the Software for these critical uses and NVIDIA Mellanox shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such uses.
   3.11 You agree to defend, indemnify and hold harmless NVIDIA Mellanox 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 license, or not in compliance with its terms.

4. Updates. NVIDIA Mellanox 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 license. You agree that the form and content of the Software that NVIDIA Mellanox provides may change without prior notice to you. While NVIDIA Mellanox generally maintains compatibility between versions, NVIDIA Mellanox may in some cases make changes that introduce incompatibilities in future versions of the SOFTWARE.

5. Pre-Release Versions. 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, availability, and reliability standards relative to commercial versions of NVIDIA Mellanox software and materials. You may use a pre-release Software version at your own risk, understanding that these versions are not intended for use in production or business-critical systems. NVIDIA Mellanox may choose not to make available a commercial version of any pre-release Software. NVIDIA Mellanox may also choose to abandon development and terminate the availability of a pre-release Software at any time without liability.

6. Third-Party Components. The Software may include third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the Software or as provided in an Exhibit to this Agreement. If and to the extent there is a conflict between the terms in this license and the third-party license terms, the third-party terms control only to the extent necessary to resolve the conflict. For details regarding the third party components, please review Exhibit A.

7. OWNERSHIP
   7.1 NVIDIA Mellanox or its licensors reserves all rights, title, and interest in and to the Software not expressly granted to you under this license NVIDIA Mellanox and its suppliers hold all rights, title, and interest in and to the Software, including their respective intellectual property rights. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.
   7.2 Subject to the rights of NVIDIA Mellanox and its suppliers in the Software, you hold all rights, title, and interest in and to your applications and your derivative works of the sample source code delivered in the Software including their respective intellectual property rights.

8. You may, but are not obligated to, provide to NVIDIA Mellanox Feedback. “Feedback” means suggestions, fixes, modifications, feature requests or other feedback regarding the Software. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for NVIDIA Mellanox. NVIDIA Mellanox and its designees have a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, publicly display, modify, create derivative works of, license, sublicense, and otherwise distribute and exploit Feedback as NVIDIA Mellanox sees fit without payment and without obligation or restriction of any kind on account of intellectual property rights or otherwise.

9. No Warranties. THE SOFTWARE IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA MELLANOX AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA MELLANOX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

10. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA MELLANOX AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, PROJECT DELAYS, 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 LICENSE 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, EVEN IF NVIDIA MELLANOX HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA MELLANOX AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT.

11. T Your rights under this license will terminate automatically without notice from NVIDIA Mellanox (a) upon expiration of your subscription, (b) if you fail to comply with any term and condition of this license including non-payment of applicable fees, or (c) if you commence or participate in any legal proceeding against NVIDIA Mellanox with respect to the Software. NVIDIA Mellanox may terminate this license with advance written notice to you, if NVIDIA Mellanox decides to no longer provide the Software in a country or, in NVIDIA Mellanox’s sole discretion, the continued use of it is no longer commercially viable. Upon any termination of this license, you agree to promptly discontinue use of the Software and destroy all copies in your possession or control. All provisions of this license will survive termination, except for the license granted to you.

12. Product Support. Product support for the Software Product is provided by NVIDIA Mellanox or its authorized agents under the applicable subscription license, in accordance with NVIDIA Mellanox’s standard support and maintenance terms and conditions. For product support, please refer to NVIDIA Mellanox support number provided in the documentation.

13. Applicable Law. This license will be governed in all respects by the laws of the United States and of the State of Delaware, 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 license 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 license. Notwithstanding this, you agree that NVIDIA Mellanox shall still be allowed to apply for injunctive remedies or urgent legal relief in any jurisdiction.

14. No Assignment. This license and your rights and obligations thereunder may not be assigned by you by any means or operation of law without NVIDIA Mellanox’s permission. Any attempted assignment not approved by NVIDIA MELLANOX in writing shall be void and of no effect. NVIDIA Mellanox may assign, delegate, or transfer this license and its rights and obligations, and if to a non-affiliate you will be notified.

15. E The Software is subject to United States export laws and regulations. You agree to comply with all applicable U.S. and international export laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). These laws include restrictions on destinations, end-users and end-use. By accepting this license, you confirm that you are not currently residing in a country or region currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the Software.

16. Government Use. The Software is, and shall be treated as being, “Commercial Items” as that term is defined at 48 CFR § 2.101, consisting of “commercial computer software” and “commercial computer software documentation”, respectively, as such terms are used in, respectively, 48 CFR § 12.212 and 48 CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions in this license pursuant to 48 CFR § 12.212 or 48 CFR § 227.7202. In no event shall the US Government user acquire rights in the Software beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2).

17. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA, 95051 United States of America, Attention: Legal Department and to: NBU-Legal_Notices@exchange.nvidia.com

18. Entire Agreement. This license is the final, complete, and exclusive agreement between the parties relating to the subject matter of this license and supersedes all prior or contemporaneous understandings and agreements relating to this subject matter, whether oral or written. If any court of competent jurisdiction determines that any provision of this license is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. Any amendment or waiver under this license shall be in writing and signed by representatives of both parties.

(v APR. 28, 2022)

Exhibit A

SOFTWARE includes the following open source/ freeware that are subject to specific license conditions listed in the table below, which may be updated from time to time by NVIDIA Mellanox or the Open Source provider. The below table is current as of December 2021. To obtain source code for software provided under licenses that require redistribution of source code, including the GNU General Public License or for update queries contact: http://www.mellanox.com/page/gnu_code_request .This offer is valid for a period of three (3) years from the date of the distribution of this product by NVIDIA Mellanox.