Format: https://www.debian.org/doc/packaging-manuals/copyright-format/1.0/

Files: *
License: Various
The Copyright and License text for files in this package are available in the
/usr/share/doc/nvidia-jetpack/ directory. If the License or Copyright for a file is
not available, the file is packaged under the NVIDIA EULA License described
below.
Copyright: 2019 NVIDIA CORPORATION. All rights reserved.
License: NVIDIA EULA


﻿SOFTWARE LICENSE AGREEMENT FOR NVIDIA DEVELOPER TOOLS
Release Date: January 22, 2018

IMPORTANT - READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE
This Software License Agreement ("SLA") for NVIDIA developer tools, made and entered into as of the time and date of click through 
action ("Effective Date"), is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA 
computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or 
otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this SLA. If you do not agree to 
the terms of this SLA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS 
SLA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE 
ENTITY TO THIS SLA, 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 SLA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED 
SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT. 
 
1.  LICENSE. 

1.1   License Grant. Subject to the terms of the AGREEMENT, NVIDIA hereby grants you a non-exclusive, non-transferable 
license, without the right to sublicense (except as expressly set forth in a Supplement), during the applicable license term unless 
earlier terminated as provided below, to install and use the Software, including modifications (if expressly permitted in a 
Supplement), in accordance with the Documentation. You are only licensed to activate and use Licensed Software for which you a 
have a valid license, even if during the download or installation you are presented with other product options. No Orders are binding 
on NVIDIA until accepted by NVIDIA. Your Orders are subject to the AGREEMENT.

SLA Supplements: Certain Licensed Software licensed under this SLA may be subject to additional terms and conditions that will be 
presented to you in a Supplement for acceptance prior to the delivery of such Licensed Software under this SLA and the applicable 
Supplement. Licensed Software will only be delivered to you upon your acceptance of all applicable terms.

1.2 Pre-Release Licenses. With respect to alpha, beta, preview, and other pre-release Software and Documentation ("Pre-Release 
Licensed Software") delivered to you under the AGREEMENT you acknowledge and agree that such Pre-Release Licensed Software 
(i) 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 commercially provided NVIDIA software and documentation, and (ii) use of such Pre-
Release Licensed Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss. 
THEREFORE, PRE-RELEASE LICENSED SOFTWARE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION OR 
BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a commercial version of any Pre-Release Licensed 
Software and NVIDIA has the right to abandon development of Pre-Release Licensed Software at any time without liability. 
1.3 Authorized Users Usage. You may allow your Authorized Users to access and use the Licensed Software pursuant to the terms of 
the AGREEMENT solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written 
agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no 
less protective of NVIDIA than those set forth in the AGREEMENT, and (ii) such Contractor's access and use expressly excludes any 
sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions 
of the AGREEMENT by your Authorized Users. Any act or omission that, if committed by you, would constitute a breach of the 
AGREEMENT shall be deemed to constitute a breach of the AGREEMENT if committed by your Authorized Users. 

1.4 Services. Except as expressly indicated in an Order, NVIDIA is under no obligation to provide support for the Licensed 
Software or to provide any patches, maintenance, updates or upgrades under the AGREEMENT. Notwithstanding the foregoing, you 
agree to receive automatic patches, maintenance, updates and/or upgrades without any additional notice and permit NVIDIA to 
download and install them in your computer systems. Unless patches, maintenance, updates or upgrades are provided with their 
separate governing terms and conditions, they constitute Licensed Software licensed to you under the AGREEMENT. For licensed 
client applications you agree that NVIDIA may change, discontinue, or deprecate any part, or all, of the application, or change or 
remove features or functionality of the applications, and your continued use of the application is deemed acceptance of such 
changes provided that such changes do not single you out. 

2.    LIMITATIONS.

2.1   License Restrictions. Except as expressly authorized in the AGREEMENT, you agree that you will not (nor authorize third 
parties to): (i) copy and use Software that was licensed to you for use in one or more NVIDIA hardware products in other unlicensed 
products (provided that copies solely for backup purposes are allowed); (ii) reverse engineer, decompile, disassemble (except to the 
extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, 
algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, 
sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services 
provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other 
type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any 
Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any 
copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export 
control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; 
(viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or 
authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with 
any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized 
reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in 
such activities; (x) distribute any modification or derivative work you make to the Licensed Software under or by reference to the 
same name as used by NVIDIA; or (xi) use the Licensed Software in any manner that would cause the Licensed Software to become 
subject to an Excluded License. Nothing in the AGREEMENT shall be construed to give you a right to use, or otherwise obtain access 
to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does 
not design, test, manufacture or certify the Licensed Software for use with any system or application where the use or failure 
of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic 
loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support 
or other life critical application ("Critical Application') 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 use. 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 you and your Authorized Users, and their respective employees, 
contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software in a Critical Application, outside 
of the scope of the AGREEMENT or in breach of the terms of the AGREEMENT.

2.2   Third Party License Obligations. The Licensed Software may come bundled with, or otherwise include or be distributed with, 
third party software licensed by an NVIDIA supplier and/or open source software provided under an open source license (collectively, 
"Third Party Software"). Notwithstanding anything to the contrary herein, Third Party Software is licensed to you subject to the terms 
and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete 
agreement, click-through license, or electronic license terms accepted at the time of installation and any additional terms or 
agreements provided by the third party licensor ("Third Party License Terms"). Use of the Third Party Software by you shall be 
governed by such Third Party License Terms, or if no Third Party License Terms apply, then the Third Party Software is provided to you 
as-is, without support or warranty or indemnity obligations, for use in or with the Licensed Software and not otherwise used 
separately. Copyright to Third Party Software is held by the copyright holders indicated in the Third Party License Terms.

Audio/Video Encoders and Decoders. 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 as NVIDIA does not grant to you 
under the AGREEMENT any necessary patent or other rights with respect to audio and/or video encoders and decoders. 

2.3    Limited Rights. Your rights in the Licensed Software are limited to those expressly granted under the AGREEMENT and no 
other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all rights, title and interest in and to the 
Licensed Software not expressly granted under the AGREEMENT.

3.  CONFIDENTIALITY. Neither party will use the other party's Confidential Information, except as necessary for the performance of 
the AGREEMENT, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA and 
its Affiliates, you, your Authorized Users, and each party's legal and financial advisors that have a need to know such Confidential 
Information for the performance of the AGREEMENT, provided that each such personnel, employee and Contractors are subject to a 
written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable 
efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event 
less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The 
foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms and 
conditions of the AGREEMENT as required under applicable securities regulations or pursuant to the order or requirement of a 
court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives 
reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through 
protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent 
possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such 
requirements.

NVIDIA Confidential Information under the AGREEMENT includes output from Licensed Software developer tools identified as "Pro" 
versions, where the output reveals functionality or performance data pertinent to NVIDIA hardware or software products.

4.   OWNERSHIP. You are not obligated to disclose to NVIDIA any modifications that you or your Authorized Users make to the 
Licensed Software as permitted under the AGREEMENT. As between the parties, all modifications are owned by NVIDIA and licensed 
to you under the AGREEMENT unless otherwise expressly provided in a Supplement. The Licensed Software and all modifications 
owned by NVIDIA, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of 
NVIDIA or its licensors. You shall not engage in any act or omission that would impair NVIDIA's and/or its licensors' Intellectual 
Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. 
NVIDIA's licensors are intended third party beneficiaries with the right to enforce provisions of the AGREEMENT with respect to their 
Confidential Information and/or Intellectual Property Rights. 

5.   FEEDBACK. You may, but you are not obligated, to provide Feedback to NVIDIA. 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), distribute (through multiple tiers of distributors) and otherwise commercialize any Feedback that you voluntarily 
provide without the payment of any royalties or fees to you. NVIDIA has no obligation to respond to Feedback or to incorporate 
Feedback into the Licensed Software.

6.  NO WARRANTIES. THE LICENSED SOFTWARE AND ANY CONFIDENTIAL INFORMATION AND/OR SERVICES ARE PROVIDED BY 
NVIDIA "AS IS" AND "WITH ALL FAULTS," AND 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 
OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, 
SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, 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. WITHOUT LIMITING THE FOREGOING, NVIDIA AND ITS AFFILIATES DO NOT 
WARRANT THAT THE LICENSED SOFTWARE OR ANY CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED UNDER THE 
AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR 
THAT ALL ERRORS WILL BE CORRECTED. 

7. LIMITATION 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 THE AGREEMENT 
OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND ANY CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED  
UNDER THE AGREEMENT, 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 THE AGREEMENT EXCEED THE 
NET AMOUNTS RECEIVED BY NVIDIA OR ITS AFFILIATES FOR YOUR USE OF THE PARTICULAR LICENSED SOFTWARE DURING THE 
TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you acquired the Licensed Software for no charge). THE 
NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT 
ACCEPTED THE TERMS OF THE AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL 
APPLY REGARDLESS OF WHETHER NVIDIA, ITS AFFILIATES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT NVIDIA'S 
OBLIGATIONS UNDER THE AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY. The disclaimers, exclusions and limitations of liability set 
forth in the AGREEMENT form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or 
limitations of liability, the provisions of the AGREEMENT, including, without limitation, the economic terms, would be substantially 
different. 

8. TERM AND TERMINATION.

8.1  AGREEMENT, Licenses and Services. This SLA shall become effective upon the Effective Date, each Supplement upon their 
acceptance, and both this SLA and Supplements shall continue in effect until your last access or use of the Licensed Software and/or 
services hereunder, unless earlier terminated as provided in this "Term and Termination" section. Each license is granted to you for an 
initial duration of two years starting from the date of delivery or download (whichever is earlier). The licenses granted will automatically 
renew for successive one year periods, provided that NVIDIA reserves the right to terminate licenses upon ninety days (90) days written 
notice to you prior to the commencement of a renewal year in addition to the termination rights set forth in Section 8.2. Each license 
ends at the earlier of the termination of such license or the AGREEMENT.
8.2  Termination and Effect of Expiration or Termination. NVIDIA may terminate the AGREEMENT in whole or in part: (i) if you 
breach any term of the AGREEMENT and fail to cure such breach within thirty (30) days following notice thereof from NVIDIA (or 
immediately if you violate NVIDIA's Intellectual Property Rights); (ii) if you become the subject of a voluntary or involuntary petition in 
bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition 
or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business; or (iii) if you commence or 
participate in any legal proceeding against NVIDIA, with respect to the Licensed Software that is the subject of the proceeding during 
the pendency of such legal proceeding. If you or your authorized NVIDIA reseller fail to pay license fees or service fees when due then 
NVIDIA may, in its sole discretion, suspend or terminate your license grants, services and any other rights provided under the 
AGREEMENT for the affected Licensed Software, in addition to any other remedies NVIDIA may have at law or equity. Upon any 
expiration or termination of the AGREEMENT, a license or a service provided hereunder, (a) any amounts owed to NVIDIA become 
immediately due and payable, (b) you must promptly discontinue use of the affected Licensed Software and/or service, and (c) you 
must promptly destroy or return to NVIDIA all copies of the affected Licensed Software and all portions thereof in your possession or 
control, and each party will promptly destroy or return to the other all of the other party's Confidential Information within its 
possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this 
section. Upon expiration or termination of the AGREEMENT all provisions survive except for the license grant provisions. 
9.  CONSENT TO COLLECTION AND USE OF INFORMATION.

You hereby agree and acknowledge that the Software may access and collect data about yours and your Authorized Users's 
computer systems as well as configures the systems in order to (a) properly optimize such systems for use with the Software, (b) 
deliver content through the Software, (c) improve NVIDIA products and services, and (d) deliver marketing communications. Data 
collected by the Software includes, but is not limited to, system (i) hardware configuration and ID, (ii) operating system and driver 
configuration, (iii) installed applications, (iv) applications settings, performance, and usage data, and (iv) usage metrics of the 
Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you 
have the right to grant such consent on your behalf and on behalf of your Authorized Users. In addition, you agree that you are 
solely responsible for maintaining appropriate data backups and system restore points for systems, and that NVIDIA will have no 
responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to 
the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part 
of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through 
the Software.

In connection with the receipt of the Licensed Software or services you may receive access to links to third party websites and 
services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy 
statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share 
personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the 
products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services 
controlled by other companies or organizations. 

To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal data, you 
acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, 
available at URL http://www.nvidia.com/object/privacy_policy.html.

10.  GENERAL.

This SLA, any Supplements incorporated hereto, and Orders constitute the entire agreement of the parties with respect to the 
subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject 
matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on 
purchase order(s) or any other documents issued by you are null, void, and invalid. Any amendment or waiver under the 
AGREEMENT must be in writing and signed by representatives of both parties.

The AGREEMENT and the rights and obligations thereunder may not be assigned by you, in whole or in part, including by merger, 
consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment 
in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer the AGREEMENT and its rights and 
obligations hereunder, and if to a non-Affiliate you will be notified. 

Each party acknowledges and agrees that the other is an independent contractor in the performance of the AGREEMENT, and each 
party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. 
The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, 
representations or commitments of any kind to bind the other party without prior written consent. 

Neither party will be responsible for any failure or delay in its performance under the AGREEMENT (except for any payment 
obligations) to the extent due to causes beyond its reasonable control for so long as such force majeure event continues in effect. 

The AGREEMENT will be governed by and construed under the laws of the State of Delaware and the United States without regard 
to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International 
Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, 
California. You acknowledge and agree that a breach of any of your promises or agreements contained in the AGREEMENT may 
result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore 
NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent 
jurisdiction determines that any provision of the AGREEMENT is illegal, invalid or unenforceable, the remaining provisions will 
remain in full force and effect. Unless otherwise specified, remedies are cumulative. 

The Licensed Software 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 set forth in the AGREEMENT 
pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(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.

You acknowledge that the Licensed Software described under the AGREEMENT is subject to export control under the U.S. Export 
Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury's Office of 
Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first 
obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or 
other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By 
accepting this SLA, 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 Licensed Software. 

Any notice delivered by NVIDIA to you under the AGREEMENT will be delivered via mail, email or fax. 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.

GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this SLA, shall have the meanings set forth below:
a. "Affiliate" means any legal entity that Owns, is Owned by, or is commonly Owned with a party. "Own" means having more than 
50% ownership or the right to direct the management of the entity.
b. "AGREEMENT" means this SLA and all associated Supplements entered by the parties referencing this SLA.
c.  "Authorized Users" means your Enterprise individual employees and any of your Enterprise's Contractors or in the case of 
academic institutions users that are enrolled or employed by the academic institution, subject to the terms of the "Authorized Users 
Usage" section.
d.  "Confidential Information" means the Licensed Software (unless made publicly available by NVIDIA without confidentiality 
obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, technical, scientific, financial 
status, proposed new products or other information disclosed by NVIDIA to you which, at the time of disclosure, is designated in 
writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise 
reasonably identifiable by parties exercising reasonable business judgment, as confidential. Confidential Information does not and 
will not include information that: (i) is or becomes generally known to the public through no fault of or breach of the AGREEMENT by 
the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; 
(iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is 
rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
e.  "Contractor" means an individual who works primarily for your Enterprise on a contractor basis from your secure network.
f.  "Documentation" means the NVIDIA documentation made available for use with the Software, including (without limitation) 
user manuals, datasheets, operations instructions, installation guides, release notes and other materials provided to you under the 
AGREEMENT.
g.  "Enterprise" means you or any company or legal entity for which you accepted the terms of this SLA, and their subsidiaries of 
which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity.
h. "Excluded License" includes, without limitation, a software license that requires as a condition of use, modification, and/or 
distribution that 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.
i.  "Feedback" means any and all suggestions, feature requests, comments or other feedback regarding the Licensed Software, 
including possible enhancements or modifications thereto.
j.  "Intellectual Property Rights" means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, 
mask work, moral rights, rights of attribution or integrity service marks, master recording and music publishing rights, performance 
rights, author's rights, database rights, registered design rights and any applications for the protection or registration of these rights, 
or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether now 
known or hereafter devised, whether or not registered, (including all claims and causes of action for infringement, misappropriation 
or violation and all rights in any registrations and renewals), worldwide and whether existing now or in the future. 
k.  "Licensed Software" means Software, Documentation and all modifications owned by NVIDIA.
l.   "Order" means a purchase order issued by you, a signed purchase agreement with you, or other ordering document issued by 
you to NVIDIA or a NVIDIA authorized reseller (including any on-line acceptance process) that references and incorporates the 
AGREEMENT and is accepted by NVIDIA.
m.  "Software" means the NVIDIA software programs licensed to you under the AGREEMENT including, without limitation, libraries, 
sample code, utility programs and programming code.
n.  "Supplement" means the additional terms and conditions beyond those stated in this SLA that apply to certain Licensed 
Software licensed hereunder.



2
NVIDIA SOFTWARE LICENSE AGREEMENT (V. 01.22.2018)



End User License Agreement
--------------------------


Preface
-------

The Software License Agreement in Chapter 1 and the Supplement
in Chapter 2 contain license terms and conditions that govern
the use of NVIDIA software. By accepting this agreement, you
agree to comply with all the terms and conditions applicable
to the product(s) included herein.


NVIDIA Driver


Description

This package contains the operating system driver and
fundamental system software components for NVIDIA GPUs.


NVIDIA CUDA Toolkit


Description

The NVIDIA CUDA Toolkit provides command-line and graphical
tools for building, debugging and optimizing the performance
of applications accelerated by NVIDIA GPUs, runtime and math
libraries, and documentation including programming guides,
user manuals, and API references.


Default Install Location of CUDA Toolkit

Windows platform:

%ProgramFiles%\NVIDIA GPU Computing Toolkit\CUDA\v#.#

Linux platform:

/usr/local/cuda-#.#

Mac platform:

/Developer/NVIDIA/CUDA-#.#


NVIDIA CUDA Samples


Description

This package includes over 100+ CUDA examples that demonstrate
various CUDA programming principles, and efficient CUDA
implementation of algorithms in specific application domains.


Default Install Location of CUDA Samples

Windows platform:

%ProgramData%\NVIDIA Corporation\CUDA Samples\v#.#

Linux platform:

/usr/local/cuda-#.#/samples

and

$HOME/NVIDIA_CUDA-#.#_Samples

Mac platform:

/Developer/NVIDIA/CUDA-#.#/samples


NVIDIA Nsight Visual Studio Edition (Windows only)


Description

NVIDIA Nsight Development Platform, Visual Studio Edition is a
development environment integrated into Microsoft Visual
Studio that provides tools for debugging, profiling, analyzing
and optimizing your GPU computing and graphics applications.


Default Install Location of Nsight Visual Studio Edition

Windows platform:

%ProgramFiles(x86)%\NVIDIA Corporation\Nsight Visual Studio Edition #.#


1. LICENSE AGREEMENT FOR NVIDIA SOFTWARE DEVELOPMENT KITS
---------------------------------------------------------


Release Date: May 21, 2019
--------------------------


IMPORTANT NOTICE—READ BEFORE DOWNLOADING, INSTALLING,
COPYING OR USING THE LICENSED SOFTWARE:
-------------------------------------------------------

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.


1.1. License


1.1.1. License 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:

  1. Install and use the SDK,

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

  3. 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.


1.1.2. Distribution Requirements

These are the distribution requirements for you to exercise
the distribution grant:

  1. Your application must have material additional
    functionality, beyond the included portions of the SDK.

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

  3. 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."

  4. Unless a developer tool is identified in this Agreement
    as distributable, it is delivered for your internal use
    only.

  5. 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.

  6. 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.


1.1.3. 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.


1.1.4. 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.


1.1.5. 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.


1.1.6. 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.


1.1.7. Reservation of Rights

NVIDIA reserves all rights, title, and interest in and to the
SDK, not expressly granted to you under this Agreement.


1.2. Limitations

The following license limitations apply to your use of the
SDK:

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

  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.

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

  5. 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:

      a. Disclosed or distributed in source code form;

      b. Licensed for the purpose of making derivative works;
        or

      c. Redistributable at no charge.

  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 nuclear, 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.

  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.


1.3. Ownership

  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 described here .
    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.

  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 described here .

  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.


1.4. 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.


1.5. Limitation 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.


1.6. Termination

  1. This Agreement will continue to apply until terminated by
    either you or NVIDIA as described below.

  2. If you want to terminate this Agreement, you may do so by
    stopping to use the SDK.

  3. NVIDIA may, at any time, terminate this Agreement if:

      a. (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);

      b. (ii) you commence or participate in any legal
        proceeding against NVIDIA with respect to the SDK; or

      c. (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.

  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
    license grant provisions.


1.7. 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 (c)(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.


2. CUDA TOOLKIT SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT FOR
NVIDIA SOFTWARE DEVELOPMENT KITS
------------------------------------------------------------


Release date: August 16, 2018
-----------------------------

The terms in this supplement govern your use of the NVIDIA
CUDA Toolkit 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.


2.1. License Scope

The SDK is licensed for you to develop applications only for
use in systems with NVIDIA GPUs.


2.2. Distribution

The portions of the SDK that are distributable under the
Agreement are listed in Attachment A.


2.3. Operating Systems

Those portions of the SDK designed exclusively for use on the
Linux or FreeBSD operating systems, or other operating systems
derived from the source code to these operating systems, may
be copied and redistributed for use in accordance with this
Agreement, provided that the object code files are not
modified in any way (except for unzipping of compressed
files).


2.4. Audio and Video Encoders and Decoders

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 Agreement any necessary patent or other rights with
respect to any audio and/or video encoders and decoders.


2.5. 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
nvidia-compute-license-questions@nvidia.com.


2.6. Attachment A

The following portions of the SDK are distributable under the
Agreement:

Component

CUDA Runtime

Windows

cudart.dll, cudart_static.lib, cudadevrt.lib

Mac OSX

libcudart.dylib, libcudart_static.a, libcudadevrt.a

Linux

libcudart.so, libcudart_static.a, libcudadevrt.a

Android

libcudart.so, libcudart_static.a, libcudadevrt.a

Component

CUDA FFT Library

Windows

cufft.dll, cufftw.dll, cufft.lib, cufftw.lib

Mac OSX

libcufft.dylib, libcufft_static.a, libcufftw.dylib,
libcufftw_static.a

Linux

libcufft.so, libcufft_static.a, libcufftw.so,
libcufftw_static.a

Android

libcufft.so, libcufft_static.a, libcufftw.so,
libcufftw_static.a

Component

CUDA BLAS Library

Windows

cublas.dll

Mac OSX

libcublas.dylib, libcublas_static.a

Linux

libcublas.so, libcublas_static.a

Android

libcublas.so, libcublas_static.a

Component

NVIDIA "Drop-in" BLAS Library

Windows

nvblas.dll

Mac OSX

libnvblas.dylib

Linux

libnvblas.so

Component

CUDA Sparse Matrix Library

Windows

cusparse.dll, cusparse.lib

Mac OSX

libcusparse.dylib, libcusparse_static.a

Linux

libcusparse.so, libcusparse_static.a

Android

libcusparse.so, libcusparse_static.a

Component

CUDA Linear Solver Library

Windows

cusolver.dll, cusolver.lib

Mac OSX

libcusolver.dylib, libcusolver_static.a

Linux

libcusolver.so, libcusolver_static.a

Android

libcusolver.so, libcusolver_static.a

Component

CUDA Random Number Generation Library

Windows

curand.dll, curand.lib

Mac OSX

libcurand.dylib, libcurand_static.a

Linux

libcurand.so, libcurand_static.a

Android

libcurand.so, libcurand_static.a

Component

CUDA Accelerated Graph Library

Windows

nvgraph.dll, nvgraph.lib

Mac OSX

libnvgraph.dylib, libnvgraph_static.a

Linux

libnvgraph.so, libnvgraph_static.a

Android

libnvgraph.so, libnvgraph_static.a

Component

NVIDIA Performance Primitives Library

Windows

nppc.dll, nppc.lib, nppial.dll, nppial.lib, nppicc.dll,
nppicc.lib, nppicom.dll, nppicom.lib, nppidei.dll,
nppidei.lib, nppif.dll, nppif.lib, nppig.dll, nppig.lib,
nppim.dll, nppim.lib, nppist.dll, nppist.lib, nppisu.dll,
nppisu.lib, nppitc.dll, nppitc.lib, npps.dll, npps.lib

Mac OSX

libnppc.dylib, libnppc_static.a, libnppial.dylib,
libnppial_static.a, libnppicc.dylib, libnppicc_static.a,
libnppicom.dylib, libnppicom_static.a, libnppidei.dylib,
libnppidei_static.a, libnppif.dylib, libnppif_static.a,
libnppig.dylib, libnppig_static.a, libnppim.dylib,
libnppisu_static.a, libnppitc.dylib, libnppitc_static.a,
libnpps.dylib, libnpps_static.a

Linux

libnppc.so, libnppc_static.a, libnppial.so,
libnppial_static.a, libnppicc.so, libnppicc_static.a,
libnppicom.so, libnppicom_static.a, libnppidei.so,
libnppidei_static.a, libnppif.so, libnppif_static.a
libnppig.so, libnppig_static.a, libnppim.so,
libnppim_static.a, libnppist.so, libnppist_static.a,
libnppisu.so, libnppisu_static.a, libnppitc.so
libnppitc_static.a, libnpps.so, libnpps_static.a

Android

libnppc.so, libnppc_static.a, libnppial.so,
libnppial_static.a, libnppicc.so, libnppicc_static.a,
libnppicom.so, libnppicom_static.a, libnppidei.so,
libnppidei_static.a, libnppif.so, libnppif_static.a
libnppig.so, libnppig_static.a, libnppim.so,
libnppim_static.a, libnppist.so, libnppist_static.a,
libnppisu.so, libnppisu_static.a, libnppitc.so
libnppitc_static.a, libnpps.so, libnpps_static.a

Component

NVIDIA JPEG Library

Linux

libnvjpeg.so, libnvjpeg_static.a

Component

Internal common library required for statically linking to
cuBLAS, cuSPARSE, cuFFT, cuRAND, nvJPEG and NPP

Mac OSX

libculibos.a

Linux

libculibos.a

Component

NVIDIA Runtime Compilation Library

Windows

nvrtc.dll, nvrtc-builtins.dll

Mac OSX

libnvrtc.dylib, libnvrtc-builtins.dylib

Linux

libnvrtc.so, libnvrtc-builtins.so

Component

NVIDIA Optimizing Compiler Library

Windows

nvvm.dll

Mac OSX

libnvvm.dylib

Linux

libnvvm.so

Component

NVIDIA Common Device Math Functions Library

Windows

libdevice.10.bc

Mac OSX

libdevice.10.bc

Linux

libdevice.10.bc

Component

CUDA Occupancy Calculation Header Library

All

cuda_occupancy.h

Component

CUDA Half Precision Headers

All

cuda_fp16.h, cuda_fp16.hpp

Component

CUDA Profiling Tools Interface (CUPTI) Library

Windows

cupti.dll

Mac OSX

libcupti.dylib

Linux

libcupti.so

Component

NVIDIA Tools Extension Library

Windows

nvToolsExt.dll, nvToolsExt.lib

Mac OSX

libnvToolsExt.dylib

Linux

libnvToolsExt.so

Component

NVIDIA CUDA Driver Libraries

Linux

libcuda.so, libnvidia-fatbinaryloader.so,
libnvidia-ptxjitcompiler.so

The NVIDIA CUDA Driver Libraries are only distributable in
applications that meet this criteria:

  1. The application was developed starting from a NVIDIA CUDA
    container obtained from Docker Hub or the NVIDIA GPU
    Cloud, and

  2. The resulting application is packaged as a Docker
    container and distributed to users on Docker Hub or the
    NVIDIA GPU Cloud only.

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.


2.7. Attachment B


Additional Licensing Obligations

The following third party components included in the SOFTWARE
are licensed to Licensee pursuant to the following terms and
conditions:

  1. Licensee's use of the GDB third party component is
    subject to the terms and conditions of GNU GPL v3:

    This product includes copyrighted third-party software licensed
    under the terms of the GNU General Public License v3 ("GPL v3").
    All third-party software packages are copyright by their respective
    authors. GPL v3 terms and conditions are hereby incorporated into
    the Agreement by this reference:     http://www.gnu.org/licenses/gpl.txt

    Consistent with these licensing requirements, the software
    listed below is provided under the terms of the specified
    open source software licenses. To obtain source code for
    software provided under licenses that require
    redistribution of source code, including the GNU General
    Public License (GPL) and GNU Lesser General Public License
    (LGPL), contact oss-requests@nvidia.com. This offer is
    valid for a period of three (3) years from the date of the
    distribution of this product by NVIDIA CORPORATION.

    Component          License
    CUDA-GDB           GPL v3

  2. Licensee represents and warrants that any and all third
    party licensing and/or royalty payment obligations in
    connection with Licensee's use of the H.264 video codecs
    are solely the responsibility of Licensee.

  3. Licensee's use of the Thrust library is subject to the
    terms and conditions of the Apache License Version 2.0.
    All third-party software packages are copyright by their
    respective authors. Apache License Version 2.0 terms and
    conditions are hereby incorporated into the Agreement by
    this reference.
    http://www.apache.org/licenses/LICENSE-2.0.html

    In addition, Licensee acknowledges the following notice:
    Thrust includes source code from the Boost Iterator,
    Tuple, System, and Random Number libraries.

    Boost Software License - Version 1.0 - August 17th, 2003
    . . . .

    Permission is hereby granted, free of charge, to any person or
    organization obtaining a copy of the software and accompanying
    documentation covered by this license (the "Software") to use,
    reproduce, display, distribute, execute, and transmit the Software,
    and to prepare derivative works of the Software, and to permit
    third-parties to whom the Software is furnished to do so, all
    subject to the following:

    The copyright notices in the Software and this entire statement,
    including the above license grant, this restriction and the following
    disclaimer, must be included in all copies of the Software, in whole
    or in part, and all derivative works of the Software, unless such
    copies or derivative works are solely in the form of machine-executable
    object code generated by a source language processor.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
    EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
    NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR
    ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR
    OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING
    FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR
    OTHER DEALINGS IN THE SOFTWARE.

  4. Licensee's use of the LLVM third party component is
    subject to the following terms and conditions:

    ======================================================
    LLVM Release License
    ======================================================
    University of Illinois/NCSA
    Open Source License

    Copyright (c) 2003-2010 University of Illinois at Urbana-Champaign.
    All rights reserved.

    Developed by:

        LLVM Team

        University of Illinois at Urbana-Champaign

        http://llvm.org

    Permission is hereby granted, free of charge, to any person obtaining a copy
    of this software and associated documentation files (the "Software"), to
    deal with the Software without restriction, including without limitation the
    rights to use, copy, modify, merge, publish, distribute, sublicense, and/or
    sell copies of the Software, and to permit persons to whom the Software is
    furnished to do so, subject to the following conditions:

    *  Redistributions of source code must retain the above copyright notice,
       this list of conditions and the following disclaimers.

    *  Redistributions in binary form must reproduce the above copyright
       notice, this list of conditions and the following disclaimers in the
       documentation and/or other materials provided with the distribution.

    *  Neither the names of the LLVM Team, University of Illinois at Urbana-
       Champaign, nor the names of its contributors may be used to endorse or
       promote products derived from this Software without specific prior
       written permission.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
    IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  IN NO EVENT SHALL
    THE CONTRIBUTORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR
    OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,
    ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER
    DEALINGS WITH THE SOFTWARE.

  5. Licensee's use of the PCRE third party component is
    subject to the following terms and conditions:

    ------------
    PCRE LICENCE
    ------------
    PCRE is a library of functions to support regular expressions whose syntax
    and semantics are as close as possible to those of the Perl 5 language.
    Release 8 of PCRE is distributed under the terms of the "BSD" licence, as
    specified below. The documentation for PCRE, supplied in the "doc"
    directory, is distributed under the same terms as the software itself. The
    basic library functions are written in C and are freestanding. Also
    included in the distribution is a set of C++ wrapper functions, and a just-
    in-time compiler that can be used to optimize pattern matching. These are
    both optional features that can be omitted when the library is built.

    THE BASIC LIBRARY FUNCTIONS
    ---------------------------
    Written by:       Philip Hazel
    Email local part: ph10
    Email domain:     cam.ac.uk
    University of Cambridge Computing Service,
    Cambridge, England.
    Copyright (c) 1997-2012 University of Cambridge
    All rights reserved.

    PCRE JUST-IN-TIME COMPILATION SUPPORT
    -------------------------------------
    Written by:       Zoltan Herczeg
    Email local part: hzmester
    Emain domain:     freemail.hu
    Copyright(c) 2010-2012 Zoltan Herczeg
    All rights reserved.

    STACK-LESS JUST-IN-TIME COMPILER
    --------------------------------
    Written by:       Zoltan Herczeg
    Email local part: hzmester
    Emain domain:     freemail.hu
    Copyright(c) 2009-2012 Zoltan Herczeg
    All rights reserved.

    THE C++ WRAPPER FUNCTIONS
    -------------------------
    Contributed by:   Google Inc.
    Copyright (c) 2007-2012, Google Inc.
    All rights reserved.

    THE "BSD" LICENCE
    -----------------
    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are met:

      * Redistributions of source code must retain the above copyright notice,
        this list of conditions and the following disclaimer.

      * Redistributions in binary form must reproduce the above copyright
        notice, this list of conditions and the following disclaimer in the
        documentation and/or other materials provided with the distribution.

      * Neither the name of the University of Cambridge nor the name of Google
        Inc. nor the names of their contributors may be used to endorse or
        promote products derived from this software without specific prior
        written permission.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS"
    AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
    IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
    ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE
    LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
    CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
    SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS
    INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN
    CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE)
    ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGE.

  6. Some of the cuBLAS library routines were written by or
    derived from code written by Vasily Volkov and are subject
    to the Modified Berkeley Software Distribution License as
    follows:

    Copyright (c) 2007-2009, Regents of the University of California

    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimer in the documentation and/or other materials provided
          with the distribution.
        * Neither the name of the University of California, Berkeley nor
          the names of its contributors may be used to endorse or promote
          products derived from this software without specific prior
          written permission.

    THIS SOFTWARE IS PROVIDED BY THE AUTHOR "AS IS" AND ANY EXPRESS OR
    IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
    DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT,
    INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
    (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR
    SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
    HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
    STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
    IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGE.

  7. Some of the cuBLAS library routines were written by or
    derived from code written by Davide Barbieri and are
    subject to the Modified Berkeley Software Distribution
    License as follows:

    Copyright (c) 2008-2009 Davide Barbieri @ University of Rome Tor Vergata.

    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimer in the documentation and/or other materials provided
          with the distribution.
        * The name of the author may not be used to endorse or promote
          products derived from this software without specific prior
          written permission.

    THIS SOFTWARE IS PROVIDED BY THE AUTHOR "AS IS" AND ANY EXPRESS OR
    IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
    WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
    DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT,
    INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
    (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR
    SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
    HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
    STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
    IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGE.

  8. Some of the cuBLAS library routines were derived from
    code developed by the University of Tennessee and are
    subject to the Modified Berkeley Software Distribution
    License as follows:

    Copyright (c) 2010 The University of Tennessee.

    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimer listed in this license in the documentation and/or
          other materials provided with the distribution.
        * Neither the name of the copyright holders nor the names of its
          contributors may be used to endorse or promote products derived
          from this software without specific prior written permission.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
    OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
    SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
    LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
    DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
    THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
    (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
    OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  9. Some of the cuBLAS library routines were written by or
    derived from code written by Jonathan Hogg and are subject
    to the Modified Berkeley Software Distribution License as
    follows:

    Copyright (c) 2012, The Science and Technology Facilities Council (STFC).

    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimer in the documentation and/or other materials provided
          with the distribution.
        * Neither the name of the STFC nor the names of its contributors
          may be used to endorse or promote products derived from this
          software without specific prior written permission.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE STFC BE
    LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
    CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF
    SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
    BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
    WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
    OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN
    IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  10. Some of the cuBLAS library routines were written by or
    derived from code written by Ahmad M. Abdelfattah, David
    Keyes, and Hatem Ltaief, and are subject to the Apache
    License, Version 2.0, as follows:

     -- (C) Copyright 2013 King Abdullah University of Science and Technology
      Authors:
      Ahmad Abdelfattah (ahmad.ahmad@kaust.edu.sa)
      David Keyes (david.keyes@kaust.edu.sa)
      Hatem Ltaief (hatem.ltaief@kaust.edu.sa)

      Redistribution  and  use  in  source and binary forms, with or without
      modification,  are  permitted  provided  that the following conditions
      are met:

      * Redistributions  of  source  code  must  retain  the above copyright
        notice,  this  list  of  conditions  and  the  following  disclaimer.
      * Redistributions  in  binary  form must reproduce the above copyright
        notice,  this list of conditions and the following disclaimer in the
        documentation  and/or other materials provided with the distribution.
      * Neither  the  name of the King Abdullah University of Science and
        Technology nor the names of its contributors may be used to endorse
        or promote products derived from this software without specific prior
        written permission.

      THIS  SOFTWARE  IS  PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
      ``AS IS''  AND  ANY  EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
      LIMITED  TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
      A  PARTICULAR  PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
      HOLDERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
      SPECIAL,  EXEMPLARY,  OR  CONSEQUENTIAL  DAMAGES  (INCLUDING,  BUT NOT
      LIMITED  TO,  PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
      DATA,  OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
      THEORY  OF  LIABILITY,  WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
      (INCLUDING  NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
      OF  THIS  SOFTWARE,  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE

  11. Some of the cuSPARSE library routines were written by or
    derived from code written by Li-Wen Chang and are subject
    to the NCSA Open Source License as follows:

    Copyright (c) 2012, University of Illinois.

    All rights reserved.

    Developed by: IMPACT Group, University of Illinois, http://impact.crhc.illinois.edu

    Permission is hereby granted, free of charge, to any person obtaining
    a copy of this software and associated documentation files (the
    "Software"), to deal with the Software without restriction, including
    without limitation the rights to use, copy, modify, merge, publish,
    distribute, sublicense, and/or sell copies of the Software, and to
    permit persons to whom the Software is furnished to do so, subject to
    the following conditions:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimers in the documentation and/or other materials provided
          with the distribution.
        * Neither the names of IMPACT Group, University of Illinois, nor
          the names of its contributors may be used to endorse or promote
          products derived from this Software without specific prior
          written permission.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
    EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
    NONINFRINGEMENT. IN NO EVENT SHALL THE CONTRIBUTORS OR COPYRIGHT
    HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER
    IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR
    IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS WITH THE
    SOFTWARE.

  12. Some of the cuRAND library routines were written by or
    derived from code written by Mutsuo Saito and Makoto
    Matsumoto and are subject to the following license:

    Copyright (c) 2009, 2010 Mutsuo Saito, Makoto Matsumoto and Hiroshima
    University. All rights reserved.

    Copyright (c) 2011 Mutsuo Saito, Makoto Matsumoto, Hiroshima
    University and University of Tokyo.  All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions and the following
          disclaimer in the documentation and/or other materials provided
          with the distribution.
        * Neither the name of the Hiroshima University nor the names of
          its contributors may be used to endorse or promote products
          derived from this software without specific prior written
          permission.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
    OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
    SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
    LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
    DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
    THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
    (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
    OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  13. Some of the cuRAND library routines were derived from
    code developed by D. E. Shaw Research and are subject to
    the following license:

    Copyright 2010-2011, D. E. Shaw Research.

    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:
        * Redistributions of source code must retain the above copyright
          notice, this list of conditions, and the following disclaimer.
        * Redistributions in binary form must reproduce the above
          copyright notice, this list of conditions, and the following
          disclaimer in the documentation and/or other materials provided
          with the distribution.
        * Neither the name of D. E. Shaw Research nor the names of its
          contributors may be used to endorse or promote products derived
          from this software without specific prior written permission.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
    OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
    SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
    LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
    DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
    THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
    (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
    OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  14. Some of the Math library routines were written by or
    derived from code developed by Norbert Juffa and are
    subject to the following license:

    Copyright (c) 2015-2017, Norbert Juffa
    All rights reserved.

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions
    are met:

    1. Redistributions of source code must retain the above copyright
       notice, this list of conditions and the following disclaimer.

    2. Redistributions in binary form must reproduce the above copyright
       notice, this list of conditions and the following disclaimer in the
       documentation and/or other materials provided with the distribution.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
    HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
    SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
    LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
    DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
    THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
    (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
    OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  15. Licensee's use of the lz4 third party component is
    subject to the following terms and conditions:

    Copyright (C) 2011-2013, Yann Collet.
    BSD 2-Clause License (http://www.opensource.org/licenses/bsd-license.php)

    Redistribution and use in source and binary forms, with or without
    modification, are permitted provided that the following conditions are
    met:

        * Redistributions of source code must retain the above copyright
    notice, this list of conditions and the following disclaimer.
        * Redistributions in binary form must reproduce the above
    copyright notice, this list of conditions and the following disclaimer
    in the documentation and/or other materials provided with the
    distribution.

    THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS
    "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
    LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
    A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT
    OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
    SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
    LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
    DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
    THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
    (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE
    OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  16. The NPP library uses code from the Boost Math Toolkit,
    and is subject to the following license:

    Boost Software License - Version 1.0 - August 17th, 2003
    . . . .

    Permission is hereby granted, free of charge, to any person or
    organization obtaining a copy of the software and accompanying
    documentation covered by this license (the "Software") to use,
    reproduce, display, distribute, execute, and transmit the Software,
    and to prepare derivative works of the Software, and to permit
    third-parties to whom the Software is furnished to do so, all
    subject to the following:

    The copyright notices in the Software and this entire statement,
    including the above license grant, this restriction and the following
    disclaimer, must be included in all copies of the Software, in whole
    or in part, and all derivative works of the Software, unless such
    copies or derivative works are solely in the form of machine-executable
    object code generated by a source language processor.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
    EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
    NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR
    ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR
    OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING
    FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR
    OTHER DEALINGS IN THE SOFTWARE.

  17. Portions of the Nsight Eclipse Edition is subject to the
    following license:

    The Eclipse Foundation makes available all content in this plug-in
    ("Content"). Unless otherwise indicated below, the Content is provided
    to you under the terms and conditions of the Eclipse Public License
    Version 1.0 ("EPL"). A copy of the EPL is available at http://
    www.eclipse.org/legal/epl-v10.html. For purposes of the EPL, "Program"
    will mean the Content.

    If you did not receive this Content directly from the Eclipse
    Foundation, the Content is being redistributed by another party
    ("Redistributor") and different terms and conditions may apply to your
    use of any object code in the Content. Check the Redistributor's
    license that was provided with the Content. If no such license exists,
    contact the Redistributor. Unless otherwise indicated below, the terms
    and conditions of the EPL still apply to any source code in the
    Content and such source code may be obtained at http://www.eclipse.org.

  18. Some of the cuBLAS library routines uses code from
    OpenAI, which is subject to the following license:

    License URL
    https://github.com/openai/openai-gemm/blob/master/LICENSE

    License Text
    The MIT License

    Copyright (c) 2016 OpenAI (http://openai.com), 2016 Google Inc.

    Permission is hereby granted, free of charge, to any person obtaining a copy
    of this software and associated documentation files (the "Software"), to deal
    in the Software without restriction, including without limitation the rights
    to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
    copies of the Software, and to permit persons to whom the Software is
    furnished to do so, subject to the following conditions:

    The above copyright notice and this permission notice shall be included in
    all copies or substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
    IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
    AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
    LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
    OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
    THE SOFTWARE.

  19. Licensee's use of the Visual Studio Setup Configuration
    Samples is subject to the following license:

    The MIT License (MIT)
    Copyright (C) Microsoft Corporation. All rights reserved.

    Permission is hereby granted, free of charge, to any person
    obtaining a copy of this software and associated documentation
    files (the "Software"), to deal in the Software without restriction,
    including without limitation the rights to use, copy, modify, merge,
    publish, distribute, sublicense, and/or sell copies of the Software,
    and to permit persons to whom the Software is furnished to do so,
    subject to the following conditions:

    The above copyright notice and this permission notice shall be included
    in all copies or substantial portions of the Software.

    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS
    OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
    AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
    LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
    OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

  20. Licensee's use of linmath.h header for CPU functions for
    GL vector/matrix operations from lunarG is subject to the
    Apache License Version 2.0.

  21. The DX12-CUDA sample uses the d3dx12.h header, which is
    subject to the MIT license .

-----------------


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6.3 No Support.  NVIDIA has no obligation to support or to provide any updates of the Software.

7. MISCELLANEOUS 7.1 Feedback. Notwithstanding any Non-Disclosure Agreement executed by and between the parties, the parties agree that in the event Licensee or NVIDIA provides Feedback (as defined below) to the other party   on how to design, implement, or improve the SOFTWARE or Licensee's product(s) for use with the SOFTWARE, the following terms and conditions apply the Feedback:

7.1.1   Exchange of Feedback. Both parties agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in written or source code form, relating to (i) the SOFTWARE; (ii) Licensee's products; (iii) Licensee's use of the SOFTWARE; or (iv) optimization/interoperability of Licensee's product with the SOFTWARE (collectively defined as "Feedback").  In the event either party provides Feedback to the other party, the party receiving the Feedback may use any Feedback that the other party voluntarily provides to improve the (i) SOFTWARE or other related NVIDIA technologies, respectively for the benefit of NVIDIA; or (ii) Licensee's product or other related Licensee technologies, respectively for the benefit of Licensee.  Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) SOFTWARE or other related technologies; or (ii) Licensee's products or other related technologies, respectively, without the payment of any royalties or fees.

7.1.2   Residual Rights. Licensee agrees that NVIDIA shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) ("Residuals"), contained in the (i) Feedback provided by Licensee to NVIDIA; (ii) Licensee's products shared or disclosed to NVIDIA in connection with the Feedback; or (c) Licensee's confidential information voluntarily provided to NVIDIA in connection with the Feedback, which are retained in the memories of NVIDIA's employees, agents, or contractors who have had access to such Residuals.  Subject to the terms and conditions of this Agreement, NVIDIA's employees, agents, or contractors shall not be prevented from using Residuals as part of such employee's, agent's or contractor's general knowledge, skills, experience, talent, and/or expertise.  NVIDIA shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals

7.1.3   Disclaimer of Warranty. FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER PARTY'S USE "AS IS" AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY'S REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE.
7.1.4   No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Freedom of Action.  Licensee agrees that this Agreement is nonexclusive and NVIDIA may currently or in the future be developing software, other technology or confidential information internally, or receiving confidential information from other parties that maybe similar to the Feedback and Licensee's confidential information (as provided in Section 7.1.2 above), which may be provided to NVIDIA in connection with Feedback by Licensee.  Accordingly, Licensee agrees that nothing in this Agreement will be construed as a representation or inference that NVIDIA will not develop, design, manufacture, acquire, market products, or have products developed, designed, manufactured, acquired, or marketed for NVIDIA, that compete with the Licensee's products or confidential information.

7.3 No Implied Licenses.  Under no circumstances should anything in this Agreement be construed as NVIDIA granting by implication, estoppel or otherwise, (i) a license to any NVIDIA product or technology other than the SOFTWARE; or (ii) any additional license rights for the SOFTWARE other than the licenses expressly granted in this Agreement.

7.4 If any provision of this Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by an authorized officer of NVIDIA. Licensee agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States Bureau of Industry and Security or any export laws, restrictions or regulations.

7.5 The parties agree that the following sections of the Agreement will survive the termination of the License: Sections 2.2, 2.3, and 4-7.

License For Customer Use of NVIDIA Software                             


IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of NVIDIA Software ("LICENSE") is the agreement which governs use of the software of NVIDIA Corporation and its subsidiaries ("NVIDIA") downloadable herefrom, including computer software and associated printed materials ("SOFTWARE").  By downloading, installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this LICENSE.  If you do not agree to the terms of this LICENSE, do not download the SOFTWARE.

RECITALS

Use of NVIDIA's products requires three elements: the SOFTWARE, the hardware on a graphics controller board, and a personal computer. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is not sold, and instead is only licensed for use, strictly in accordance with this document.  The hardware is protected by various patents, and is sold, but this agreement does not cover that sale, since it may not necessarily be sold as a package with the SOFTWARE.  This agreement sets forth the terms and conditions of the SOFTWARE LICENSE only.

1.  DEFINITIONS

1.1  Customer.  Customer means the entity or individual that downloads the SOFTWARE.

2.  GRANT OF LICENSE

2.1  Rights and Limitations of Grant.  NVIDIA hereby grants Customer the following non-exclusive, non-transferable right to use the SOFTWARE, with the following limitations:

2.1.1  Rights.  Customer may install and use multiple copies of the SOFTWARE on a shared computer or concurrently on different computers, and make multiple back-up copies of the SOFTWARE, solely for Customer's use within Customer's Enterprise. "Enterprise" shall mean individual use by Customer or any legal entity (such as a corporation or university) and the subsidiaries it owns by more than fifty percent (50%).

2.1.2  Linux/FreeBSD Exception.  Notwithstanding the foregoing terms of Section 2.1.1, SOFTWARE designed exclusively for use on the Linux or FreeBSD operating systems, or other operating systems derived from the source code to these operating systems, may be copied and redistributed, provided that the binary files thereof are not modified in any way (except for unzipping of compressed files).

2.1.3  Limitations.

No Reverse Engineering.  Customer may not reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain the source code.

No Separation of Components.  The SOFTWARE is licensed as a single product.  Its component parts may not be separated for use on more than one computer, nor otherwise used separately from the other parts.

No Rental.  Customer may not rent or lease the SOFTWARE to someone else.

3.  TERMINATION

This LICENSE will automatically terminate if Customer fails to comply with any of the terms and conditions hereof.  In such event, Customer must destroy all copies of the SOFTWARE and all of its component parts.

Defensive Suspension.  If Customer commences or participates in any legal proceeding against NVIDIA, then NVIDIA may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this LICENSE during the pendency of such legal proceedings.

4.  COPYRIGHT

All title and copyrights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by NVIDIA, or its suppliers.  The SOFTWARE is protected by copyright laws and international treaty provisions.  Accordingly, Customer is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this LICENSE and that it may make one copy of the SOFTWARE solely for backup or archive purposes.

5.  APPLICABLE LAW

This agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California.

6.  DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY

6.1  No Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2  No Liability for Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.  MISCELLANEOUS 

The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.  If any provision of this LICENSE is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.  Customer agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States Bureau of Export Administration or any export laws, restrictions or regulations.  This LICENSE may only be modified in writing signed by an authorized officer of NVIDIA.

If you are receiving TensorRT under the NVIDIA Prerelease License Agreement (also known as NPLA) or under the NVIDIA Software License Agreement (previously known as the NVIDIA Tegra Software License Agreement), your use of TensorRT is governed by such applicable terms and conditions. All other uses of TensorRT are governed by the terms and conditions of the below license agreement.



NVIDIA SOFTWARE LICENSE AGREEMENT

Release Date: October 20, 2016



IMPORTANT - READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE

This Software License Agreement ("SLA"), made and entered into as of the time and date of click through action ("Effective Date"), is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this SLA. If you do not agree to the terms of this SLA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS SLA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS SLA, 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 SLA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT. 

 

1. LICENSE. 



1.1		License Grant. Subject to the terms of the AGREEMENT, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense (except as expressly set forth in a Supplement), during the applicable license term unless earlier terminated as provided below, to have Authorized Users install and use the Software, including modifications (if expressly permitted in a Supplement), in accordance with the Documentation. You are only licensed to activate and use Licensed Software for which you a have a valid license, even if during the download or installation you are presented with other product options. No Orders are binding on NVIDIA until accepted by NVIDIA. Your Orders are subject to the AGREEMENT.



SLA Supplements: Certain Licensed Software licensed under this SLA may be subject to additional terms and conditions that will be presented to you in a Supplement for acceptance prior to the delivery of such Licensed Software under this SLA and the applicable Supplement. Licensed Software will only be delivered to you upon your acceptance of all applicable terms.



1.2		Limited Purpose Licenses. If your license is provided for one of the purposes indicated below, then notwithstanding contrary terms in Section 1.1 or in a Supplement, such licenses are for internal use and do not include any right or license to sub-license and distribute the Licensed Software or its output in any way in any public release, however limited, and/or in any manner that provides third parties with use of or access to the Licensed Software or its functionality or output, including (but not limited to) external alpha or beta testing or development phases. Further:



(i) Evaluation License. You may use evaluation licenses solely for your internal evaluation of the Licensed Software for broader adoption within your Enterprise or in connection with a NVIDIA product purchase decision, and such licenses have an expiration date as indicated by NVIDIA in its sole discretion (or ninety days from the date of download if no other duration is indicated).

(ii) Educational/Academic License. You may use educational/academic licenses solely for educational purposes and all users must be enrolled or employed by an academic institution. If you do not meet NVIDIA's academic program requirements for educational institutions, you have no rights under this license. 

(iii) Test/Development License. You may use test/development licenses solely for your internal development, testing and/or debugging of your software applications or for interoperability testing with the Licensed Software, and such licenses have an expiration date as indicated by NVIDIA in its sole discretion (or one year from the date of download if no other duration is indicated). NVIDIA Confidential Information under the AGREEMENT includes output from Licensed Software developer tools identified as "Pro" versions, where the output reveals functionality or performance data pertinent to NVIDIA hardware or software products.

1.3		Pre-Release Licenses. With respect to alpha, beta, preview, and other pre-release Software and Documentation ("Pre-Release Licensed Software") delivered to you under the AGREEMENT you acknowledge and agree that such Pre-Release Licensed Software (i) 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 commercially provided NVIDIA software and documentation, and (ii) use of such Pre-Release Licensed Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss. THEREFORE, PRE-RELEASE LICENSED SOFTWARE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION OR BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a commercial version of any Pre-Release Licensed Software and NVIDIA has the right to abandon development of Pre-Release Licensed Software at any time without liability. 

1.4		Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms of the AGREEMENT solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in the AGREEMENT, and (ii) such Contractor's access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of the AGREEMENT by your Enterprise and Contractors. Any act or omission that, if committed by you, would constitute a breach of the AGREEMENT shall be deemed to constitute a breach of the AGREEMENT if committed by your Enterprise or Contractors. 



1.5	Services. Except as expressly indicated in an Order, NVIDIA is under no obligation to provide support for the Licensed Software or to provide any patches, maintenance, updates or upgrades under the AGREEMENT. Unless patches, maintenance, updates or upgrades are provided with their separate governing terms and conditions, they constitute Licensed Software licensed to you under the AGREEMENT.



2.  	LIMITATIONS.



2.1		License Restrictions. Except as expressly authorized in the AGREEMENT, you agree that you will not (nor authorize third parties to): (i) copy and use Software that was licensed to you for use in one or more NVIDIA hardware products in other unlicensed products (provided that copies solely for backup purposes are allowed); (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; (viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application ("Critical Applications"), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in the AGREEMENT shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application 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 use. 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 you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of the AGREEMENT or any other breach of the terms of the AGREEMENT.



2.2 	Third Party License Obligations.  You acknowledge and agree that the Licensed Software may include or incorporate third party technology (collectively "Third Party Components"), which is provided for use in or with the Software and not otherwise used separately. If the Licensed Software includes or incorporates Third Party Components, then the third-party pass-through terms and conditions ("Third Party Terms") for the particular Third Party Component will be bundled with the Software or otherwise made available online as indicated by NVIDIA and will be incorporated by reference into the AGREEMENT. In the event of any conflict between the terms in the AGREEMENT and the Third Party Terms, the Third Party Terms shall govern. Copyright to Third Party Components are held by the copyright holders indicated in the copyright notices indicated in the Third Party Terms. 



Audio/Video Encoders and Decoders. 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 Components 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 as NVIDIA does not grant to you under the AGREEMENT any necessary patent or other rights with respect to audio and/or video encoders and decoders. 



2.3  	Limited Rights. Your rights in the Licensed Software are limited to those expressly granted under the AGREEMENT and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all rights, title and interest in and to the Licensed Software not expressly granted under the AGREEMENT.



3.	CONFIDENTIALITY. Neither party will use the other party's Confidential Information, except as necessary for the performance of the AGREEMENT, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA and its Affiliates, you, your Enterprise, your Enterprise Contractors, and each party's legal and financial advisors that have a need to know such Confidential Information for the performance of the AGREEMENT, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms and conditions of the AGREEMENT as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.



4. 	OWNERSHIP. You are not obligated to disclose to NVIDIA any modifications that you, your Enterprise or your Contractors make to the Licensed Software as permitted under the AGREEMENT. As between the parties, all modifications are owned by NVIDIA and licensed to you under the AGREEMENT unless otherwise expressly provided in a Supplement. The Licensed Software and all modifications owned by NVIDIA, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA or its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that would impair NVIDIA's and/or its licensors' Intellectual Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA's licensors are intended third party beneficiaries with the right to enforce provisions of the AGREEMENT with respect to their Confidential Information and/or Intellectual Property Rights. 



5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.



6. NO WARRANTIES. THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES ARE PROVIDED BY NVIDIA "AS IS" AND "WITH ALL FAULTS," AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA'S OBLIGATIONS UNDER THE AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY. Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.



7.	LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS 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 THE AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT, 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 TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THE AGREEMENT EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA FOR YOUR USE OF THE PARTICULAR LICENSED SOFTWARE DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you acquired the Licensed Software for no charge). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THE AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in the AGREEMENT form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of the AGREEMENT, including, without limitation, the economic terms, would be substantially different. 



8. TERM AND TERMINATION.



8.1	AGREEMENT, Licenses and Services. This SLA shall become effective upon the Effective Date, each Supplement upon their acceptance, and both this SLA and Supplements shall continue in effect until your last access or use of the Licensed Software and/or services hereunder, unless earlier terminated as provided in this "Term and Termination" section. Each Licensed Software license ends at the earlier of (a) the expiration of the applicable license term, or (b) termination of such license or the AGREEMENT. Each service ends at the earlier of (x) the expiration of the applicable service term, (y) termination of such service or the AGREEMENT, or (z) expiration or termination of the associated license and no credit or refund will be provided upon the expiration or termination of the associated license for any service fees paid.

8.2	Termination and Effect of Expiration or Termination. NVIDIA may terminate the AGREEMENT in whole or in part: (i) if you breach any term of the AGREEMENT and fail to cure such breach within thirty (30) days following notice thereof from NVIDIA (or immediately if you violate NVIDIA's Intellectual Property Rights); (ii) if you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business; or (iii) if you commence or participate in any legal proceeding against NVIDIA, with respect to the Licensed Software that is the subject of the proceeding during the pendency of such legal proceeding. If you or your authorized NVIDIA reseller fail to pay license fees or service fees when due then NVIDIA may, in its sole discretion, suspend or terminate your license grants, services and any other rights provided under the AGREEMENT for the affected Licensed Software, in addition to any other remedies NVIDIA may have at law or equity. Upon any expiration or termination of the AGREEMENT, a license or a service provided hereunder, (a) any amounts owed to NVIDIA become immediately due and payable, (b) you must promptly discontinue use of the affected Licensed Software and/or service, and (c) you must promptly destroy or return to NVIDIA all copies of the affected Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party's Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Upon expiration or termination of the AGREEMENT all provisions survive except for the license grant provisions. 

9. CONSENT TO COLLECTION AND USE OF INFORMATION.



You hereby agree and acknowledge that the Software may access, collect non-personally identifiable information about your Enterprise computer systems in order to properly optimize such systems for use with the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software. In certain systems you may change your system update preferences by unchecking "Automatically check for updates" in the "Preferences" tab of the control panel for the Software.



In connection with the receipt of the Licensed Software or services you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations. 



To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.



10. GENERAL.



This SLA, any Supplements incorporated hereto, and Orders constitute the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. Any amendment or waiver under the AGREEMENT must be in writing and signed by representatives of both parties.



The AGREEMENT and the rights and obligations thereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer the AGREEMENT and its rights and obligations hereunder, and if to a non-Affiliate you will be notified. 



Each party acknowledges and agrees that the other is an independent contractor in the performance of the AGREEMENT, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. 



Neither party will be responsible for any failure or delay in its performance under the AGREEMENT (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such force majeure event continues in effect. 



The AGREEMENT will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in the AGREEMENT may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of the AGREEMENT is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative. 



The Licensed Software 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 set forth in the AGREEMENT pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.



You acknowledge that the Licensed Software described under the AGREEMENT is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this SLA, 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 Licensed Software. 



Any notice delivered by NVIDIA to you under the AGREEMENT will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.



GLOSSARY OF TERMS

Certain capitalized terms, if not otherwise defined elsewhere in this SLA, shall have the meanings set forth below:

a. "Affiliate" means any legal entity that Owns, is Owned by, or is commonly Owned with a party. "Own" means having more than 50% ownership or the right to direct the management of the entity.

b. "AGREEMENT" means this SLA and all associated Supplements entered by the parties referencing this SLA.

c. "Authorized Users" means your Enterprise individual employees and any of your Enterprise's Contractors, subject to the terms of the "Enterprise and Contractors Usage" section.

d. "Confidential Information" means the Licensed Software (unless made publicly available by NVIDIA without confidentiality obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by NVIDIA to you which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of the AGREEMENT by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.

e. "Contractor" means an individual who works primarily for your Enterprise on a contractor basis from your secure network.

f. "Documentation" means the NVIDIA documentation made available for use with the Software, including (without limitation) user manuals, datasheets, operations instructions, installation guides, release notes and other materials provided to you under the AGREEMENT.

g. "Enterprise" means you or any company or legal entity for which you accepted the terms of this SLA, and their subsidiaries of which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity.

h. "Feedback" means any and all suggestions, feature requests, comments or other feedback regarding the Licensed Software, including possible enhancements or modifications thereto.

i.  "Intellectual Property Rights" means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, mask work, moral rights, rights of attribution or integrity service marks, master recording and music publishing rights, performance rights, author's rights, database rights, registered design rights and any applications for the protection or registration of these rights, or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether now known or hereafter devised, whether or not registered, (including all claims and causes of action for infringement, misappropriation or violation and all rights in any registrations and renewals), worldwide and whether existing now or in the future. 

j. "Licensed Software" means Software, Documentation and all modifications owned by NVIDIA.

k. "Open Source License" includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge.

l. "Order" means a purchase order issued by you, a signed purchase agreement with you, or other ordering document issued by you to NVIDIA or a NVIDIA authorized reseller (including any on-line acceptance process) that references and incorporates the AGREEMENT and is accepted by NVIDIA.

m. "Software" means the NVIDIA software programs licensed to you under the AGREEMENT including, without limitation, libraries, sample code, utility programs and programming code.

n.  "Supplement" means the additional terms and conditions beyond those stated in this SLA that apply to certain Licensed Software licensed hereunder.

       

       

       

       

       

       

       

       

       

       

       

TensorRT SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT

	Release date: March 14, 2018



The terms set forth in this TensorRT Supplement ("Supplement") govern your use of the NVIDIA GPU inference engine (the "TensorRT Licensed Software") under the terms of your software license agreement ("SLA") as modified by this Supplement. This Supplement is an exhibit to the SLA and is hereby incorporated as an integral part thereto. Capitalized terms used but not defined herein shall have the meaning assigned to them in the SLA. In the event of conflict between the terms in this Supplement and the terms in the SLA, this Supplement shall control.



1. TensorRT DISTRIBUTION. Subject to the terms of the SLA and this Supplement, NVIDIA hereby grants you a non-exclusive, non-transferable license during the applicable license term unless earlier terminated pursuant to the SLA, to distribute the libnvinfer, libnvinfer_plugin, and libnvparsers libraries when delivered to you as part of the TensorRT Licensed Software in source code form or binary form (but not when provided to you as part of a hardware product), subject to the following: such distribution is solely in binary form to your licensees ("Customers") only as a component of your own software products having additional material functionality beyond the TensorRT Licensed Software (each, a "Licensee Application"). Subject to the terms and conditions of the SLA and this Supplement, you may further authorize Customers to redistribute the libnvinfer, libnvinfer_plugin, and libnvparsers libraries as incorporated into a Licensee Application, solely in binary form, provided, however, that you shall require in your agreements with your Customers that their distributions be on terms at least as restrictive as those applicable for your use of such TensorRT Licensed Software within a Licensee Application. The expiration or termination of your licenses to the above described TensorRT Licensed Software under the SLA and this Supplement will not affect rights previously granted by you to recipients that were in compliance with the SLA and this Supplement.



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: TensorRT Licensed Software licensed hereunder 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. You shall require in your agreements with your licensees that their distributions be on terms at least as restrictive as those applicable for your distribution of TensorRT Licensed Software as described in this Section 1. 



The above is subject to the following: (a) all distributions by you or your distribution channels must be consistent with the terms of the AGREEMENT; (b) the distributed Licensed Software must include valid copyright notices indicating NVIDIA's ownership of the Licensed Software; and (c) you must enter into enforceable agreements that pass down terms consistent with the terms set forth in the AGREEMENT for use of the distributable Licensed Software, including (without limitation) terms relating to the license grant and license restrictions, confidentiality and protection of NVIDIA's Intellectual Property Rights in and to the Licensed Software. You are liable for the distribution and use of Licensed Software if you failed to comply or enforce the distribution requirements of this Supplement. You agree to notify NVIDIA in writing of any known or suspected distribution or use of Licensed Software not in compliance with the terms of the AGREEMENT.



2. LICENSE DURATION. Each TensorRT Licensed Software is licensed to you for an initial duration of one year starting from the date of delivery or download. The licenses granted will automatically renew for successive one year periods, provided that NVIDIA reserves the right to terminate licenses upon ninety days (90) days written notice to you prior to the commencement of a renewal year in addition to the termination rights set forth in the SLA. 



3. EXPIRATION OF TERMINATION OF THIS SUPPLEMENT. Your failure to comply with the terms of this Supplement is ground for termination for breach by NVIDIA under the SLA. This Supplement will automatically expire or terminate upon the expiration or termination of your rights to TensorRT Licensed Software under the SLA or this Supplement. 

       











1

NVIDIA SOFTWARE LICENSE AGREEMENT (V. 14.03.2018)

		





If you are receiving the VisionWorks toolkit under the NVIDIA prerelease license agreement (also known as NPLA) or under the NVIDIA software license agreement (previously known as the NVIDIA Tegra Software License Agreement), your use of the VisionWorks toolkit is governed by such applicable terms and conditions. All other uses of the VisionWorks toolkit are governed by the terms and conditions of the below license agreement.

NVIDIA SOFTWARE LICENSE AGREEMENT
Release Date: October 20, 2016

IMPORTANT - READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE
This Software License Agreement ("SLA"), made and entered into as of the time and date of click through action ("Effective Date"), is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this SLA. If you do not agree to the terms of this SLA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS SLA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS SLA, 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 SLA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.

1. LICENSE.

1.1 License Grant. Subject to the terms of the AGREEMENT, NVIDIA hereby grants you a non-exclusive, non-transferable  license, without the right to sublicense (except as expressly set forth in a Supplement), during the applicable license term unless earlier terminated as provided below, to have Authorized Users install and use the Software, including modifications (if expressly permitted in a Supplement), in accordance with the Documentation. You are only licensed to activate and use Licensed Software for which you a have a valid license, even if during the download or installation you are presented with other product options. No Orders are binding on NVIDIA until accepted by NVIDIA. Your Orders are subject to the AGREEMENT.

SLA Supplements: Certain Licensed Software licensed under this SLA may be subject to additional terms and conditions that will be presented to you in a Supplement for acceptance prior to the delivery of such Licensed Software under this SLA and the applicable Supplement. Licensed Software will only be delivered to you upon your acceptance of all applicable terms.

1.2 Limited Purpose Licenses. If your license is provided for one of the purposes indicated below, then notwithstanding contrary terms in Section 1.1 or in a Supplement, such licenses are for internal use and do not include any right or license to sub- license and distribute the Licensed Software or its output in any way in any public release, however limited, and/or in any manner that provides third parties with use of or access to the Licensed Software or its functionality or output, including (but not limited to) external alpha or beta testing or development phases. Further:

(i) Evaluation License. You may use evaluation licenses solely for your internal evaluation of the Licensed Software for broader adoption within your Enterprise or in connection with a NVIDIA product purchase decision, and such licenses have an expiration date as indicated by NVIDIA in its sole discretion (or ninety days from the date of download if no other duration is indicated).

(ii) Educational/Academic License. You may use educational/academic licenses solely for educational purposes and all users must be enrolled or employed by an academic institution. If you do not meet NVIDIA's academic program requirements for educational institutions, you have no rights under this license.

(iii) Test/Development License. You may use test/development licenses solely for your internal development, testing and/or debugging of your software applications or for interoperability testing with the Licensed Software, and such licenses have an expiration date as indicated by NVIDIA in its sole discretion (or one year from the date of download if no other duration is indicated). NVIDIA Confidential Information under the AGREEMENT includes output from Licensed Software developer tools identified as "Pro" versions, where the output reveals functionality or performance data pertinent to NVIDIA hardware or software products.

1.3 Pre-Release Licenses. With respect to alpha, beta, preview, and other pre-release Software and Documentation ("Pre- Release Licensed Software") delivered to you under the AGREEMENT you acknowledge and agree that such Pre-Release Licensed Software (i) 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 commercially provided NVIDIA software and documentation, and (ii) use
 of such Pre-Release Licensed Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss. THEREFORE, PRE-RELEASE LICENSED SOFTWARE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION
OR BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a commercial version of any Pre-Release Licensed Software and NVIDIA has the right to abandon development of Pre-Release Licensed Software at any time without liability.

1.4 Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms of the AGREEMENT solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in the AGREEMENT, and (ii) such Contractor's access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of the AGREEMENT by your Enterprise and Contractors. Any act or omission that, if committed by you, would constitute a breach of the AGREEMENT shall be deemed to constitute a breach of the AGREEMENT if committed by your Enterprise or Contractors.

1.5 Services. Except as expressly indicated in an Order, NVIDIA is under no obligation to provide support for the Licensed Software or to provide any patches, maintenance, updates or upgrades under the AGREEMENT. Unless patches, maintenance, updates or upgrades are provided with their separate governing terms and conditions, they constitute Licensed Software licensed to you under the AGREEMENT.

2. LIMITATIONS.

2.1 License Restrictions. Except as expressly authorized in the AGREEMENT, you agree that you will not (nor authorize third parties to): (i) copy and use Software that was licensed to you for use in one or more NVIDIA hardware products in other unlicensed products (provided that copies solely for backup purposes are allowed); (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product;
(viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with  any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application ("Critical Applications"), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in the AGREEMENT shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software  or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application 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 use. 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 you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of the AGREEMENT or any other breach of the terms of the AGREEMENT.

2.2 Third Party License Obligations. You acknowledge and agree that the Licensed Software may include or incorporate third party technology (collectively "Third Party Components"), which is provided for use in or with the Software and not otherwise used separately. If the Licensed Software includes or incorporates Third Party Components, then the third-party pass-through terms and conditions ("Third Party Terms") for the particular Third Party Component will be bundled with the Software or otherwise made
 available online as indicated by NVIDIA and will be incorporated by reference into the AGREEMENT. In the event of any conflict between the terms in the AGREEMENT and the Third Party Terms, the Third Party Terms shall govern. Copyright to Third Party Components are held by the copyright holders indicated in the copyright notices indicated in the Third Party Terms.

Audio/Video Encoders and Decoders. 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 Components 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 as NVIDIA does not grant to you under the AGREEMENT any necessary patent or other rights with respect to audio and/or video encoders and decoders.

2.3 Limited Rights. Your rights in the Licensed Software are limited to those expressly granted under the AGREEMENT and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all rights, title and interest in and to the Licensed Software not expressly granted under the AGREEMENT.

3. CONFIDENTIALITY. Neither party will use the other party's Confidential Information, except as necessary for the performance of the AGREEMENT, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA and its Affiliates, you, your Enterprise, your Enterprise Contractors, and each party's legal and financial advisors that have a need to know such Confidential Information for the performance of the AGREEMENT, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms and conditions of the AGREEMENT as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection  to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.

4. OWNERSHIP. You are not obligated to disclose to NVIDIA any modifications that you, your Enterprise or your Contractors make to the Licensed Software as permitted under the AGREEMENT. As between the parties, all modifications are owned by NVIDIA and licensed to you under the AGREEMENT unless otherwise expressly provided in a Supplement. The Licensed Software and all modifications owned by NVIDIA, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA or its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that  would  impair  NVIDIA's  and/or  its  licensors'  Intellectual  Property  Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA's licensors are intended third party beneficiaries with the right to enforce provisions of the AGREEMENT with respect to their Confidential Information and/or Intellectual Property Rights.

5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.

6. NO WARRANTIES. THE LICENSED SOFTWARE AND ANY  OTHER  CONFIDENTIAL  INFORMATION  AND/OR  SERVICES  ARE PROVIDED BY NVIDIA "AS IS"  AND  "WITH ALL FAULTS,"  AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND  OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY  WARRANTIES  OF  MERCHANTABILITY,  SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS  OF  TRADE  USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT WILL MEET YOUR
 REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA'S OBLIGATIONS UNDER THE AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY.
Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS 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 THE AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT, 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 TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THE AGREEMENT EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA FOR YOUR USE OF THE PARTICULAR LICENSED SOFTWARE DURING THE TWELVE
(12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you acquired the Licensed Software for no charge). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THE AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in the AGREEMENT form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of the AGREEMENT, including, without limitation, the economic terms, would be substantially different.

8. TERM AND TERMINATION.

8.1 AGREEMENT, Licenses and Services. This SLA shall become effective upon the Effective Date, each Supplement upon their acceptance, and both this SLA and Supplements shall continue in effect until your last access or use of the Licensed Software and/or services hereunder, unless earlier terminated as provided in this "Term and Termination" section. Each Licensed Software license ends at the earlier of (a) the expiration of the applicable license term, or (b) termination of such license or the AGREEMENT. Each service ends at the earlier of (x) the expiration of the applicable service term, (y) termination of such service or the AGREEMENT, or (z) expiration or termination of the associated license and no credit or refund will be provided upon the expiration or termination of the associated license for any service fees paid.

8.2 Termination and Effect of Expiration or Termination. NVIDIA may terminate the AGREEMENT in whole or in part: (i) if you breach any term of the AGREEMENT and fail to cure such breach within thirty (30) days following notice thereof from NVIDIA (or immediately if you violate NVIDIA's Intellectual Property Rights); (ii) if you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business; or (iii) if you commence or participate in any legal proceeding against NVIDIA, with respect to the Licensed Software that is the subject of the proceeding during the pendency of such legal proceeding. If you or your authorized NVIDIA reseller fail to pay license fees or service fees when due then NVIDIA may, in its sole discretion, suspend or terminate your license grants, services and any other rights provided under the AGREEMENT for the affected Licensed Software, in addition to any other remedies NVIDIA may have at law or equity. Upon any expiration or termination of the AGREEMENT, a license or a service provided hereunder, (a) any amounts owed to NVIDIA become immediately due and payable, (b) you must promptly discontinue use of the affected Licensed Software and/or service, and (c) you must promptly destroy or return to NVIDIA all copies of the affected Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party's Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Upon expiration or termination of the AGREEMENT all provisions survive except for the license grant provisions.

9. CONSENT TO COLLECTION AND USE OF INFORMATION.

You hereby agree and acknowledge that the Software may access and collect non-personally identifiable information about your Enterprise computer systems in order to properly optimize such systems for use with the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers,
 BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software. In certain systems you may change your system update preferences by unchecking "Automatically check for updates" in the "Preferences" tab of the control panel for the Software.

In connection with the receipt of the Licensed Software or services you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations.

To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.

10. GENERAL.

This SLA, any Supplements incorporated hereto, and Orders constitute the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. Any amendment or waiver under the AGREEMENT must be in writing and signed by representatives of both parties.

The AGREEMENT and the rights and obligations thereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer the AGREEMENT and its rights and obligations hereunder, and if to a non-Affiliate you will be notified.

Each party acknowledges and agrees that the other is an independent contractor in the performance of the AGREEMENT, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent.

Neither party will be responsible for any failure or delay in its performance under the AGREEMENT (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such force majeure event continues in effect.

The AGREEMENT will be governed by and construed under the laws of the State of Delaware and the United States without regard  to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in the AGREEMENT may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of the AGREEMENT is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative.

The Licensed Software 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 set forth in the AGREEMENT pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.

You acknowledge that the Licensed Software described under the AGREEMENT is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or
 other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this SLA, 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 Licensed Software.

Any notice delivered by NVIDIA to you under the AGREEMENT will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.

GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this SLA, shall have the meanings set forth below:
"Affiliate" means any legal entity that Owns, is Owned by, or is commonly Owned with a party. "Own" means having more than 50% ownership or the right to direct the management of the entity.
"AGREEMENT" means this SLA and all associated Supplements entered by the parties referencing this SLA.
"Authorized Users" means your Enterprise individual employees and any of your Enterprise's Contractors, subject to the terms of the "Enterprise and Contractors Usage" section.
"Confidential Information" means the Licensed Software (unless made publicly available by NVIDIA without confidentiality obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by NVIDIA to you which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of the AGREEMENT by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality;
(iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
"Contractor" means an individual who works primarily for your Enterprise on a contractor basis from your secure network.
"Documentation" means the NVIDIA documentation made available for use with the Software, including (without limitation) user manuals, datasheets, operations instructions, installation guides, release notes and other materials provided to you under the AGREEMENT.
"Enterprise" means you or any company or legal entity for which you accepted the terms of this SLA, and their subsidiaries of which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity.
"Feedback" means any and all suggestions, feature requests, comments or other feedback regarding the Licensed Software, including possible enhancements or modifications thereto.
"Intellectual Property Rights" means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, mask work, moral rights, rights of attribution or integrity service marks, master recording and music publishing rights, performance rights, author's rights, database rights, registered design rights and any applications for the protection or registration of these rights, or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether now known or hereafter devised, whether or not registered, (including all claims and causes of action for infringement, misappropriation or violation and all rights in any registrations and renewals), worldwide and whether existing now or in the future.
"Licensed Software" means Software, Documentation and all modifications owned by NVIDIA.
"Open Source License" includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge.
"Order" means a purchase order issued by you, a signed purchase agreement with you, or other ordering document issued by you to NVIDIA or a NVIDIA authorized reseller (including any on-line acceptance process) that references and incorporates the AGREEMENT and is accepted by NVIDIA.
"Software" means the NVIDIA software programs licensed to you under the AGREEMENT including, without limitation, libraries, sample code, utility programs and programming code.
"Supplement" means the additional terms and conditions beyond those stated in this SLA that apply to certain Licensed Software licensed hereunder.
 VISIONWORKS SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT
Release date: April 25, 2017

The terms set forth in this VisionWorks Supplement ("Supplement") govern your use of the NVIDIA VisionWorks toolkit (the "VisionWorks Licensed Software") under the terms of your software license agreement ("SLA") as modified by this Supplement. This Supplement is an exhibit to the SLA and is hereby incorporated as an integral part thereto. Capitalized terms used but not defined herein shall have the meaning assigned to them in the SLA. In the event of conflict between the terms in this Supplement and the terms in the SLA, this Supplement shall control.

1. SAMPLE SOURCE CODE MODIFICATION, OWNERSHIP AND DISTRIBUTION. Subject to the terms of the SLA and this Supplement, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense, during the applicable license term unless earlier terminated pursuant to the SLA, to have Authorized Users modify and create derivative works of VisionWorks Licensed Software that constitutes sample source code, when provided to you by NVIDIA in source code form. You hold all rights, title and interest in and to your modifications and derivative works of the sample source code software that you create as permitted hereunder (collective, Derivatives"), subject to NVIDIA's underlying Intellectual Property Rights in and to the VisionWorks Licensed Software; provided, however that you grant NVIDIA and its Affiliates an irrevocable, perpetual, nonexclusive, worldwide, royalty-free paid-up license to make, have made, use, have used, reproduce, license, distribute, sublicense, transfer and otherwise commercialize Derivatives including (without limitation) with the VisionWorks Licensed Software or other NVIDIA products, technologies or materials. You may distribute the sample source code as delivered by NVIDIA and/or your Derivatives, provided that all NVIDIA copyright notices and trademarks are maintained and used properly and the sample source code includes the following notice: "This software contains source code provided by NVIDIA Corporation."

2. VISIONWORKS DISTRIBUTION. Subject to the terms of the SLA and this Supplement, NVIDIA hereby grants you a non-exclusive, non-transferable license during the applicable license term unless earlier terminated pursuant to the SLA, to distribute the libraries when delivered to you as part of the VisionWorks Licensed Software in source code form or binary form (but not when provided to you as part of a hardware product), subject to the following: such distribution is solely in binary form to your licensees ("Customers") only as a component of your own software products having additional material functionality beyond the VisionWorks Licensed Software (each, a "Licensee Application"), and each Licensee Application is intended solely for use on Jetson development kits or Jetson modules and running Linux for Tegra software. Subject to the terms and conditions of the SLA and this Supplement, you may further authorize Customers to redistribute the libraries as incorporated into a Licensee Application, solely in binary form, provided, however, that you shall require in your agreements with your Customers that their distributions be on terms at least as restrictive as those applicable for your use of such VisionWorks Licensed Software within a Licensee Application. The expiration or termination of your licenses to the above described VisionWorks Licensed Software under the SLA and this Supplement will not affect rights previously granted by you to recipients that were in compliance with the SLA and this Supplement.

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: VisionWorks Licensed Software licensed hereunder 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. You shall require in your agreements with your licensees that their distributions be on terms at least as restrictive as those applicable for your distribution of VisionWorks Licensed Software as described in this Section 2.

The above is subject to the following: (a) all distributions by you or your distribution channels must be consistent with the terms of the AGREEMENT; (b) the distributed Licensed Software must include valid copyright notices indicating NVIDIA's ownership of the Licensed Software and (if permitted) modifications; and (c) you must enter into enforceable agreements that pass down terms consistent with the terms set forth in the AGREEMENT for use of the distributable Licensed Software, including (without limitation) terms relating to the license grant and license restrictions, confidentiality and protection of NVIDIA's Intellectual Property Rights in and to the Licensed Software. You are liable for the distribution and use of VisionWorks Licensed Software if you failed to comply with the distribution requirements of this Supplement. You agree to notify NVIDIA in writing of any known or suspected distribution or use of the VisionWorks Licensed Software not in compliance with the terms of the AGREEMENT, and to enforce the terms of your agreements with respect to VisionWorks Licensed Software you distributed.

3. LICENSE DURATION. Each VisionWorks Licensed Software is licensed to you for an initial duration of two years starting from the date of delivery or download. The licenses granted will automatically renew for successive one year periods, provided that NVIDIA reserves the right to terminate licenses upon ninety days (90) days written notice to you prior to the commencement of a renewal year in addition to the termination rights set forth in the SLA.
 4. AUDIT. During the term of the AGREEMENT and for three (3) years thereafter, you will maintain all usual and proper books and records of account relating to the VisionWorks Licensed Software provided under the AGREEMENT. During such period and upon written notice to you, NVIDIA or its authorized third party auditors subject to confidentiality obligations will have the right to inspect and audit your Enterprise books and records for the purpose of confirming compliance with the terms of the AGREEMENT. Any such inspection and audit will be conducted during regular business hours and no more frequently than annually unless non-compliance was previously found. If such an inspection and audit reveals a material non-conformance with the terms of the AGREEMENT, then you will pay NVIDIA's reasonable costs of conducting the inspection and audit. Further, you agree that the party delivering the VisionWorks Licensed Software to you may collect and disclose to NVIDIA information for NVIDIA to verify your compliance with the terms of the AGREEMENT including (without limitation) information regarding your use of the VisionWorks Licensed Software.

5. EXPIRATION OF TERMINATION OF THIS SUPPLEMENT. Your failure to comply with the terms of this Supplement is ground for termination for breach by NVIDIA under the SLA. This Supplement will automatically expire or terminate upon the expiration or termination of your rights to VisionWorks Licensed Software under the SLA or this Supplement.
