NVIDIA DesignWorks SDK License

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of a NVIDIA DesignWorks software development kit made available to you under this license (the “SDK”).

This license can be accepted only by an adult of legal age of majority in the country in which the SDK is used. If you are under the legal age of majority, you must ask your parent or legal guardian to consent to this license. If you are entering this license on behalf of a company or other legal entity, you represent that you have legal authority and “you” will mean the entity you represent.

By using the SDK, you affirm that you have reached the legal age of majority, you accept the terms of this license, and you take legal and financial responsibility for the actions of your permitted users.

You agree to use the SDK 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 of this license, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense (except as expressly provided in this license) to:

a. Install and use the SDK,

b. Modify and create derivative works of sample source code delivered in the SDK, and

c. Distribute any sample source code delivered in the SDK and derivative works of such sample source code, as incorporated in object code format into a software application subject to the distribution requirements indicated in this license.

2. DISTRIBUTION REQUIREMENTS. These are the distribution requirements for you to exercise the grants above:

a. An application must have material additional functionality, beyond the included portions of the SDK.

b. The distributable portions of the SDK shall only be accessed by your application.

c. The following notice shall be included in modifications and derivative works of source code distributed: “This software contains source code provided by NVIDIA Corporation.”

d. You agree to distribute the SDK subject to the terms at least as protective as the terms of this license, including (without limitation) terms relating to the license grant, license restrictions and protection of NVIDIA’s intellectual property rights. Additionally, you agree that you will protect the privacy, security and legal rights of your application users.

e. You agree to notify NVIDIA in writing of any known or suspected distribution or use of the SDK not in compliance with the requirements of this license, and to enforce the terms of your agreements with respect to the distributed portions of the SDK.

3. AUTHORIZED USERS. You may allow employees and contractors of your entity or of your subsidiary(ies) to access and use the SDK 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 SDK from your secure network. You are responsible for the compliance with the terms of this license by your authorized users.

4. LIMITATIONS. Your license to use the SDK is restricted as follows:

a. You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the SDK or copies of the SDK.

b. 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 SDK. For clarity, you may not distribute or sublicense the SDK as a stand-alone product.

c. Unless you have an agreement with NVIDIA for this purpose, you may not indicate that an application created with the SDK is sponsored or endorsed by NVIDIA.

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

e. You may not use the SDK 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 SDK be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

f. You acknowledge that the SDK as delivered is not tested or certified by NVIDIA for use in connection with the design, construction, maintenance, and/or operation of any system where the use or failure of such system could result in a situation that threatens the safety of human life or results in catastrophic damages (each, a “Critical Application”). Examples of Critical Applications include use in avionics, navigation, autonomous vehicle applications, ai solutions for automotive products, military, medical, life support or other life critical applications. 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 are solely responsible for ensuring that any product or service developed with the SDK as a whole includes sufficient features to comply with all applicable legal and regulatory standards and requirements.

g. 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 products or services that use the SDK in or for Critical Applications, and for use of the SDK outside of the scope of this Agreement or not in compliance with its terms.

5. UPDATES. NVIDIA may, at its option, make available patches, workarounds or other updates to this SDK. Unless the updates are provided with their separate governing terms, they are deemed part of the SDK licensed to you as provided in this license. You agree that the form and content of the SDK 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 SDK.

6. PRE-RELEASE VERSIONS. SDK 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 materials. You may use a pre-release SDK version at your own risk, understanding that these 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 SDK. NVIDIA may also choose to abandon development and terminate the availability of a pre-release SDK at any time without liability.

7. 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.

You acknowledge and agree that it is your sole responsibility to obtain any additional third-party licenses required to make, have made, use, have used, sell, import, and offer for sale your products or services that include or incorporate any third-party software and content relating to audio and/or video encoders and decoders from, including but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies. NVIDIA does not grant to you under this license any necessary patent or other rights with respect to any audio and/or video encoders and decoders.

8. OWNERSHIP.

8.1 NVIDIA reserves all rights, title and interest in and to the SDK not expressly granted to you under this license. NVIDIA and its suppliers hold all rights, title and interest in and to the SDK, including their respective intellectual property rights. The SDK is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.

8.2 Subject to the rights of NVIDIA and its suppliers in the SDK, you hold all rights, title and interest in and to your applications and your derivative works of the sample source code delivered in the SDK including their respective intellectual property rights.

9. FEEDBACK. You may, but are not obligated to, provide Feedback to NVIDIA. “Feedback” means all suggestions, fixes, modifications, feature requests or other feedback regarding the SDK. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for NVIDIA. NVIDIA 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 sees fit without payment and without obligation or restriction of any kind on account of intellectual property rights or otherwise.

10. NO WARRANTIES. THE SDK IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA 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 DOES NOT WARRANT THAT THE SDK WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA 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 SDK, 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’S 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.

12. TERMINATION. Your rights under this license will terminate automatically without notice from NVIDIA if you fail to comply with any term and condition of this license or if you commence or participate in any legal proceeding against NVIDIA with respect to the SDK. NVIDIA may terminate this license with advance written notice to you, if NVIDIA decides to no longer provide the SDK in a country or, 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 SDK and destroy all copies in your possession or control. Your prior distributions in accordance with this license are not affected by the termination of this license. All provisions of this license will survive termination, except for the license granted to you.

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 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’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.

15. EXPORT. The SDK 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 SDK.

16. GOVERNMENT USE. The SDK 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 and 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 SDK beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2).

17. NOTICES. You agree that any notices that NVIDIA sends you electronically, such as via email, 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.

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. May 10, 2022)

NOTICES

The sample applications in the package use the FreeImage open source library. Please see http://freeimage.sourceforge.net for details. FreeImage is used under the FIPL, Version 1.0. A copy of the license is present in the package at .\Common\External\FreeImage\license-fi.txt