NVIDIA NVOS-NVLINK4 Software License Agreement
This license agreement governs the use of the NVIDIA MetroX Software, including computer software and associated materials (collectively, “SOFTWARE”) provided by Technologies, Ltd. (“NVIDIA”). By downloading, installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this license. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS LICENSE, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE, THEN NVIDIA DOES NOT AGREE TO LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
LICENSE
Subject to the terms of this license, NVIDIA hereby grants you a non‐exclusive, non‐transferable license, without the right to sublicense during the term of this license, to: (a) install and use the SOFTWARE solely for your internal business purposes and (b) use any documentation provided by NVIDIA.
AUTHORIZED USERS
You may allow employees of your subsidiary(ies) to access and use the SOFTWARE from your secure network solely to perform work on your behalf, provided that you are responsible for the compliance with the terms and conditions of this license by your authorized users.
LIMITATIONS
The SOFTWARE is licensed only for use with NVIDIA’s MetroX‐3 XC Appliance products which have been (i) designed by NVIDIA and/or its affiliates and (ii) sold (directly or indirectly) by NVIDIA and/or its Your license to use the SOFTWARE is restricted as follows:
You may not modify, reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the SOFTWARE.
You may not copy, sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the
You may not merge the SOFTWARE into another
You may not disclose results of benchmarking or other competitive analysis or regression or performance data relating to the SOFTWARE without the prior written permission from NVIDIA.
You may not use the SOFTWARE in any manner that would cause it to become subject to an open source software 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.
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 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.
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 license, or not in compliance with its terms.
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 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.
UPDATES
NVIDIA may, at its option, make available updates to this SOFTWARE, when and if generally available. 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 provides may change without prior notice to you. While NVIDIA generally maintains compatibility between versions, NVIDIA may in some cases make changes that introduce incompatibilities in future versions of the SOFTWARE.
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 software and 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.
OWNERSHIP
NVIDIA reserves all rights, title, and interest in and to the SOFTWARE not expressly granted to you under this NVIDIA 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.
FEEDBACK
You may, but are not obligated to, provide suggestions, requests, fixes, modifications, enhancements or other enhancements, or other feedback regarding the SOFTWARE to NVIDIA (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, royalty‐free, 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.
NO WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA 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.
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, 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 HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA 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.
TERMINATION
Your rights under this license will terminate automatically without notice from NVIDIA if you fail to comply with any term of this license or if you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE. Additionally, NVIDIA may terminate this license upon advanced written notice to you, including, if NVIDIA decides to no longer provide the SOFTWARE in a country or, if in NVIDIA’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 All provisions of this license will survive termination, except for the license granted to you.
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 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 and you irrevocably consent to personal jurisdiction and venue in those courts. 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.
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’s permission. Any attempted assignment not approved by NVIDIA in writing shall be void and of no effect. NVIDIA may assign, delegate, or transfer this license and its rights and obligations, and if to a non‐affiliate you will be notified.
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. These laws include restrictions on destinations, end‐users and end‐use.
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 Customer acquire rights in the SOFTWARE beyond those specified in 48 C.F.R. 52.227‐19(b)(1)‐(2).
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: General Counsel and to legalnotices@nvidia.com .
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. This license may only be modified in a writing signed by an authorized representative of each party.