LICENSE AGREEMENT FOR NVIDIA SOFTWARE DEVELOPMENT KITS
This license agreement, including exhibits attached ("Agreement”) is a legal
agreement between you and NVIDIA Corporation ("NVIDIA") and governs your use of
a NVIDIA software development kit (“SDK”).
Each SDK has its own set of software and materials, but here is a description
of the types of items that may be included in a SDK: source code, header files,
APIs, data sets and assets (examples include images, textures, models,
scenes, videos, native API input/output files), binary software, sample code,
libraries, utility programs, programming code and documentation.
This Agreement can be accepted only by an adult of legal age of majority in the
country in which the SDK is used.
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.
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
download, install or use the SDK.
You agree to use the SDK only for purposes that are permitted by (a) this
Agreement, and (b) any applicable law, regulation or generally accepted
practices or guidelines in the relevant jurisdictions.
1. License.
1.1 Grant
Subject to the terms of this Agreement, NVIDIA hereby grants you a
non-exclusive, non-transferable license, without the right to sublicense
(except as expressly provided in this Agreement) to:
(i) Install and use the SDK,
(ii) Modify and create derivative works of sample source code delivered in the
SDK, and
(iii) Distribute those portions of the SDK that are identified in this
Agreement as distributable, as incorporated in object code format into a
software application that meets the distribution requirements indicated in this
Agreement.
1.2 Distribution Requirements
These are the distribution requirements for you to exercise the distribution grant:
(i) Your application must have material additional functionality, beyond the
included portions of the SDK.
(ii) The distributable portions of the SDK shall only be accessed by your
application.
(iii) The following notice shall be included in modifications and derivative
works of sample source code distributed:
“This software contains source code provided by NVIDIA Corporation.”
(iv) Unless a developer tool is identified in this Agreement as distributable,
it is delivered for your internal use only.
(v) The terms under which you distribute your application must be consistent
with the terms of this Agreement, including (without limitation) terms relating
to the license grant and 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.
(vi) 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
Agreement, and to enforce the terms of your agreements with respect to
distributed SDK.
1.3 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 Agreement by your
authorized users. If you become aware that your authorized users didn’t follow
the terms of this Agreement, you agree to take reasonable steps to resolve the
non- compliance and prevent new occurrences.
1.4 Pre-Release SDK
The SDK versions identified as alpha, beta, preview 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 SDK may result in
unexpected results, loss of data, project delays or other unpredictable damage
or loss. You may use a pre-release SDK at your own risk, understanding that
pre-release SDKs 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.
1.5 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
Agreement.
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.
1.6 Third Party Licenses
The SDK may come bundled with, or otherwise include or be distributed with,
third party software licensed by a NVIDIA supplier and/or open source software
provided under an open source license. Use of third-party software is subject
to the third-party license terms, or in the absence of third-party terms, the
terms of this Agreement. Copyright to third party software is held by the
copyright holders indicated in the third-party software or license.
1.7 Reservation of Rights
NVIDIA reserves all rights, title and interest in and to the SDK not expressly
granted to you under this Agreement.
2. Limitations.
The following license limitations apply to your use of the SDK:
2.1 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.
2.2 Except as expressly provided in this Agreement, you may not copy, sell,
rent, sublicense, transfer, distribute, modify, or create derivative works
of any portion of the SDK.
2.3 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.
2.4 You may not bypass, disable, or circumvent any encryption, security,
digital rights management or authentication mechanism in the SDK.
2.5 You may not use the SDK in any manner that would cause it to become
subject to a n 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.
2.6 Unless you have an agreement with NVIDIA for this purpose, you may not use
the SDK 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 SDK 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.
2.7 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 SDK
outside of the scope of this Agreement, or not in compliance with its
terms.
3. Ownership.
3.1 NVIDIA or its licensors hold all rights, title and interest in and to the
SDK and its modifications and derivative works, including their respective
intellectual property rights, subject to your rights under Section 3.2. This
SDK may include software and materials from NVIDIA’s licensors, and these
licensors are intended third party beneficiaries that may enforce this
Agreement with respect to their intellectual property rights.
3.2 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, subject to NVIDIA’s rights under
section 3.1.
3.3 You may, but don’t have to, provide to NVIDIA suggestions, feature
requests or other feedback regarding the SDK, including possible enhancements
or modifications to the SDK. For any feedback that you voluntarily provide, you
hereby grant NVIDIA and its affiliates a perpetual, non-exclusive,
worldwide, irrevocable license to use, reproduce, modify, license,
sublicense (through multiple tiers of sublicensees), and distribute
(through multiple tiers of distributors) it without the payment of any
royalties or fees to you. NVIDIA will use feedback at its choice. NVIDIA is
constantly looking for ways to improve its products, so you may send
feedback to NVIDIA through the developer portal at https://developer.nvidia.com.
4. No Warranties.
THE SDK IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS
THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE
USAGE, COURSE OF DEALING OR COURSE OF TRADE.
5. 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, 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 AGREEMENT 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. IN NO EVENT WILL NVIDIA’S AND ITS
AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS
AGREEMENT EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF
CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
These exclusions and limitations of liability shall apply regardless if NVIDIA
or its affiliates have been advised of the possibility of such damages, and
regardless of whether a remedy fails its essential purpose. These exclusions
and limitations of liability form an essential basis of the bargain between the
parties, and, absent any of these exclusions or limitations of liability, the
provisions of this Agreement, including, without limitation, the economic
terms, would be substantially different.
6. Termination.
6.1 This Agreement will continue to apply until terminated by either you or
NVIDIA as described below.
6.2 If you want to terminate this Agreement, you may do so by stopping to use
the SDK.
6.3 NVIDIA may, at any time, terminate this Agreement if: (i) you fail to
comply with any term of this Agreement and the non- compliance is not fixed
within thirty (30) days following notice from NVIDIA (or immediately
if you violate NVIDIA’s intellectual property rights); (ii) you commence or
participate in any legal proceeding against NVIDIA with respect to the SDK;
or (iii) 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.
6.4 Upon any termination of this Agreement, 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 Agreement are not affected by the
termination of this Agreement. 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.
7. General.
If you wish to assign this Agreement or your rights and obligations, including
by merger, consolidation, dissolution or operation of law, contact NVIDIA to
ask for permission. Any attempted assignment not approved by NVIDIA in writing
shall be void and of no effect. NVIDIA may assign, delegate or transfer this
Agreement and its rights and obligations, and if to a non- affiliate you will
be notified.
You agree to cooperate with NVIDIA and provide reasonably requested information
to verify your compliance with this Agreement.
This Agreement will be governed in all respects by the laws of the United
States and of the State of Delaware as those laws are applied to contracts
entered into and performed entirely within Delaware by Delaware residents,
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 Agreement 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
Agreement. 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.
If any court of competent jurisdiction determines that any provision of this
Agreement is illegal, invalid or unenforceable, such provision will be
construed as limited to the extent necessary to be consistent with and fully
enforceable under the law and the remaining provisions will remain in full
force and effect. Unless otherwise specified, remedies are cumulative.
Each party acknowledges and agrees that the other is an independent contractor
in the performance of this Agreement.
The SDK has been developed entirely at private expense and is “commercial
items” 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 Agreement 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.
The SDK is subject to United States export laws and regulations. You agree that
you will not ship, transfer or export the SDK into any country, or use the SDK
in any manner, prohibited by the United States Bureau of Industry and Security
or economic sanctions regulations administered by the U.S. Department of
Treasury’s Office of Foreign Assets Control (OFAC), or any applicable export
laws, restrictions or regulations. These laws include restrictions on
destinations, end users and end use. By accepting this Agreement, you confirm
that you are not a resident or citizen of any country currently embargoed by
the U.S. and that you are not otherwise prohibited from receiving the SDK.
Any notice delivered by NVIDIA to you under this Agreement will be delivered
via mail, email or fax. You agree that any notices that NVIDIA sends you
electronically 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.
This Agreement and any exhibits incorporated into this Agreement constitute the
entire agreement of the parties with respect to the subject matter of this
Agreement and supersede all prior negotiations or documentation exchanged
between the parties relating to this SDK license. Any additional and/or
conflicting terms on documents issued by you are null, void, and invalid. Any
amendment or waiver under this Agreement shall be in writing and signed by
representatives of both parties.
(v. April 6, 2020)
VISION PROGRAMMING INTERFACE (VPI) SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT FOR
NVIDIA SOFTWARE DEVELOPMENT KITS
The terms in this supplement govern your use of the NVIDIA VPI SDK under the
terms of your license agreement (“Agreement”) as modified by this supplement.
Capitalized terms used but not defined below have the meaning assigned to them
in the Agreement.
This supplement is an exhibit to the Agreement and is incorporated as an
integral part of the Agreement. In the event of conflict between the terms in
this supplement and the terms in the Agreement, the terms in this supplement
govern.
4.1 License Scope. The SDK is licensed for you to develop applications only for
use in systems with NVIDIA GPUs.
2. Distribution. The following portions of the SDK are distributable under the
Agreement: any portion of the SDK.
In addition to the rights above, for parties that are developing software
intended solely for use on Jetson development kits or Jetson modules and
running Linux for Tegra software the following shall apply: the SDK may be
distributed in its entirety, as provided by NVIDIA and without separation of
its components, for you and/or your licensees to create software development
kits for use only on the Jetson platform and running Linux for Tegra software.
3. Licensing.
If the distribution terms in this Agreement are not suitable for your
organization, or for any questions regarding this Agreement, please contact
NVIDIA at jetpack-licensing@nvidia.com.
(v. April 6, 2020)