1 License For Customer Use of NVIDIA Software 2 3 4IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of 5NVIDIA Software ("LICENSE") is the agreement which governs use of 6the software of NVIDIA Corporation and its subsidiaries ("NVIDIA") 7downloadable herefrom, including computer software and associated 8printed materials ("SOFTWARE"). By downloading, installing, copying, 9or otherwise using the SOFTWARE, you agree to be bound by the terms 10of this LICENSE. If you do not agree to the terms of this LICENSE, 11do not download the SOFTWARE. 12 13RECITALS 14 15Use of NVIDIA's products requires three elements: the SOFTWARE, the 16hardware, and a personal computer. The SOFTWARE is protected by copyright 17laws and international copyright treaties, as well as other intellectual 18property laws and treaties. The SOFTWARE may be protected by various 19patents, and is not sold, and instead is only licensed for use, strictly 20in accordance with this document. The hardware is protected by various 21patents, and is sold, but this agreement does not cover that sale, since 22it may not necessarily be sold as a package with the SOFTWARE. This 23agreement sets forth the terms and conditions of the SOFTWARE LICENSE only. 24 251. DEFINITIONS 26 271.1 Customer. Customer means the entity or individual that 28downloads or otherwise obtains the SOFTWARE. 29 302. GRANT OF LICENSE 31 322.1 Rights and Limitations of Grant. NVIDIA hereby grants Customer 33the following non-exclusive, non-transferable right to use the 34SOFTWARE, with the following limitations: 35 362.1.1 Rights. Customer may install and use multiple copies of the 37SOFTWARE on a shared computer or concurrently on different computers, 38and make multiple back-up copies of the SOFTWARE, solely for Customer's 39use within Customer's Enterprise. "Enterprise" shall mean individual use 40by Customer or any legal entity (such as a corporation or university) 41and the subsidiaries it owns by more than fifty percent (50%). 42 432.1.2 Open Source Exception. Notwithstanding the foregoing terms 44of Section 2.1.1, SOFTWARE may be copied and redistributed solely for 45use on operating systems distributed under the terms of an OSI-approved 46open source license as listed by the Open Source Initiative at 47http://opensource.org, provided that the binary files thereof are not 48modified, and Customer provides a copy of this license with the SOFTWARE. 49 502.1.3 Limitations. 51 52No Reverse Engineering. Customer may not reverse engineer, 53decompile, or disassemble the SOFTWARE, nor attempt in any other 54manner to obtain the source code. 55 56Usage. SOFTWARE is licensed only for use with microprocessor(s) which have 57been (i) designed by NVIDIA and (ii) either (a) sold by or (b) licensed by 58NVIDIA. Customer shall not use SOFTWARE in conjunction with, nor cause 59SOFTWARE to be executed by, any other microprocessor. 60 61No Translation. Customer shall not translate SOFTWARE, nor cause or permit 62SOFTWARE to be translated, from the architecture or language in which it is 63originally provided by NVIDIA, into any other architecture or language. 64 65No Rental. Customer may not rent or lease the SOFTWARE to someone 66else. 67 683. TERMINATION 69 70This LICENSE will automatically terminate if Customer fails to 71comply with any of the terms and conditions hereof. In such event, 72Customer must destroy all copies of the SOFTWARE and all of its 73component parts. 74 75Defensive Suspension. If Customer commences or participates in any legal 76proceeding against NVIDIA, then NVIDIA may, in its sole discretion, 77suspend or terminate all license grants and any other rights provided 78under this LICENSE during the pendency of such legal proceedings. 79 804. COPYRIGHT 81 82All title and copyrights in and to the SOFTWARE (including but 83not limited to all images, photographs, animations, video, audio, 84music, text, and other information incorporated into the SOFTWARE), 85the accompanying printed materials, and any copies of the SOFTWARE, 86are owned by NVIDIA, or its suppliers. The SOFTWARE is protected 87by copyright laws and international treaty provisions. Accordingly, 88Customer is required to treat the SOFTWARE like any other copyrighted 89material, except as otherwise allowed pursuant to this LICENSE 90and that it may make one copy of the SOFTWARE solely for backup or 91archive purposes. 92 935. APPLICABLE LAW 94 95This agreement shall be deemed to have been made in, and shall be 96construed pursuant to, the laws of the State of California. 97 986. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY 99 1006.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 101LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS 102DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT 103NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 104FOR A PARTICULAR PURPOSE. 105 1066.2 No Liability for Consequential Damages. TO THE MAXIMUM 107EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR 108ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR 109CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, 110DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS 111OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT 112OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS 113BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 114 1157. MISCELLANEOUS 116 117The United Nations Convention on Contracts for the International 118Sale of Goods is specifically disclaimed. If any provision of this 119LICENSE is inconsistent with, or cannot be fully enforced under, 120the law, such provision will be construed as limited to the extent 121necessary to be consistent with and fully enforceable under the law. 122This agreement is the final, complete and exclusive agreement between 123the parties relating to the subject matter hereof, and supersedes 124all prior or contemporaneous understandings and agreements relating 125to such subject matter, whether oral or written. Customer agrees 126that it will not ship, transfer or export the SOFTWARE into any 127country, or use the SOFTWARE in any manner, prohibited by the 128United States Bureau of Export Administration or any export laws, 129restrictions or regulations. This LICENSE may only be modified in 130writing signed by an authorized officer of NVIDIA. 131 132