259 lines
14 KiB
Plaintext
259 lines
14 KiB
Plaintext
NVIDIA Corporation
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Software License Agreement –SDK
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IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING
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Do not use or load the SDK and any associated materials provided by
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NVIDIA on the extranet (collectively, the “Software”) until You have carefully
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read the following terms and conditions. By loading or using the Software, You
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agree to fully comply with the terms and conditions of this Software License
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Agreement (“Agreement”) by and between NVIDIA Corporation, a Delaware
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corporation with its principal place of business at 2701 San Tomas Expressway,
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Santa Clara, California 95050 U.S.A. (“NVIDIA”), and You. If You do not wish to
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so agree, do not install or use the Software.
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For the purposes of this Agreement:
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“Licensee,” “You” and/or “Your” shall mean, collectively and
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individually, Original Equipment Manufacturers, Independent Hardware
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Vendors, Independent Software Vendors, and End-Users of the Software
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pursuant to the terms and conditions of this Agreement.
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“Derivative Works” shall mean derivatives of the Software created by You or
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a third party on Your behalf, which term shall include: (a) for copyrightable
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or copyrighted material, any translation, abridgement, revision or other
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form in which an existing work may be recast, transformed or adapted; (b)
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for work protected by topography or mask right, any translation, abridgement,
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revision or other form in which an existing work may be recast, transformed or
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adapted; (c) for patentable or patented material, any Improvement; and (d) for
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material protected by trade secret, any new material derived from or
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employing such existing trade secret.
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“Intellectual Property Rights” shall mean all proprietary rights, including all
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patents, trademarks, copyrights, know-how, trade secrets, mask works,
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including all applications and registrations thereto, and any other similar
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protected rights in any country.
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SECTION 1 - GRANT OF LICENSE.
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NVIDIA agrees to provide the Software and any associated materials pursuant
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to the terms and conditions of this Agreement. Subject to the terms of this
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Agreement, NVIDIA grants to You a nonexclusive, transferable, worldwide,
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revocable, limited, royalty-free, fully paid-up license under NVIDIA’s
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copyrights to
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(a) install, deploy, use, have used execute, reproduce, display, perform,
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run, modify the source code of the Software, or to prepare and have
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prepared Derivative Works thereof the Software for Your own
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internal development, testing and maintenance purposes to
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incorporate the Software or Derivative Works thereof,
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in part or whole, into Your software applications that execute on or
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use NVIDIA hardware and software; and
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(b) to transfer, distribute and sublicense Derivative Works (in object
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code only) created by You as incorporated (in whole or in part) in Your
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software applications that execute on or use NVIDIA hardware and software.
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You may exercise your license rights pursuant to Subsection 1(b) above
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pursuant to the terms and conditions of any form of end-user software
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license agreement, provided Your end-user agrees to be bound by terms
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and conditions that are as protective of NVIDIA’s Intellectual Property
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Rights in the Software as this Agreement.
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If You are not the final manufacturer or vendor of a computer system or
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software program incorporating the Software, or if Your Contractors (as defined
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below), affiliates or subsidiaries need to exercise any, some or all of the license
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grant described above herein to the Software on Your behalf, then You may
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transfer a copy of the Software, (and related end-user documentation) to
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such recipient for use in accordance with the terms of this Agreement,
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provided such recipient agrees to be fully bound by the terms hereof. Except as
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expressly permitted in this Agreement, Unless otherwise authorized in the
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Agreement, You shall not otherwise assign, sublicense, lease, or in any
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other way transfer or disclose Software to any third party. Unless otherwise
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authorized in the Agreement, You shall not reverse- compile, disassemble,
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reverse-engineer, or in any manner attempt to derive the source code of the
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Software from the object code portions of the Software.
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Except as expressly stated in this Agreement, no license or right is
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granted to You directly or by implication, inducement, estoppel or
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otherwise. NVIDIA shall have the right to inspect or have an independent
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auditor inspect Your relevant records to verify Your compliance with the
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terms and conditions of this Agreement.
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SECTION 2 - CONFIDENTIALITY.
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If applicable, any exchange of Confidential Information (as defined in the
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NDA) shall be made pursuant to the terms and conditions of a separately
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signed Non-Disclosure Agreement (“NDA”) by and between NVIDIA and You.
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For the sake of clarity, You agree that the Software is Confidential
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Information of NVIDIA.
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If You wish to have a third party consultant or subcontractor
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("Contractor") perform work on Your behalf which involves access to or use of
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Software, You shall obtain a written confidentiality agreement from the
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Contractor which contains terms and obligations with respect to access to or
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use of Software no less restrictive than those set forth in this Agreement
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and excluding any distribution or sublicense rights, and use for any other
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purpose than permitted in this Agreement. Otherwise, You shall not disclose
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the terms or existence of this Agreement or use NVIDIA's name in any
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publications, advertisements, or other announcements without NVIDIA's
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prior written consent. Unless otherwise provided in this Agreement, You do
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not have any rights to use any NVIDIA trademarks or logos.
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SECTION 3 - OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS.
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All rights, title and interest to all copies of the Software remain with NVIDIA,
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subsidiaries, licensors, or its suppliers. The Software is copyrighted and
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protected by the laws of the
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United States and other countries, and international treaty provisions. You
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may not remove any copyright notices from the Software. NVIDIA may make
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changes to the Software, or to items referenced therein, at any time and
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without notice, but is not obligated to support or update the Software. Except
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as otherwise expressly provided, NVIDIA grants no express or implied right
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under any NVIDIA patents, copyrights, trademarks, or other intellectual
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property rights.
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All rights, title and interest in the Derivative Works of the Software
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remain with You subject to the underlying license from NVIDIA to the
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Software. You grant NVIDIA an irrevocable, perpetual, nonexclusive,
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worldwide, royalty-free paid-up license to make, have made, use, have used,
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sell, license, distribute, sublicense or otherwise transfer Derivative Works
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created by You that add functionality or improvement to the Software.
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You have no obligation to give NVIDIA any suggestions, comments or
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other feedback (“Feedback”) relating to the Software. However, NVIDIA
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may use and include any Feedback that You voluntarily provide to improve
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the Software or other related NVIDIA technologies. Accordingly, if You
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provide Feedback, You agree NVIDIA and its licensees may freely use,
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reproduce, license, distribute, and otherwise commercialize the Feedback in
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the Software or other related technologies without the payment of any
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royalties or fees.
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SECTION 4 - NO WARRANTIES.
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THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED
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WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF
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MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A
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PARTICULAR PURPOSE. NVIDIA does not warrant or assume responsibility
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for the accuracy or completeness of any information, text, graphics, links or
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other items contained within the Software. NVIDIA does not represent that
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errors or other defects will be identified or corrected.
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SECTION 5 - LIMITATION OF LIABILITY.
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EXCEPT WITH RESPECT TO THE MISUSE OF THE OTHER PARTY’S
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INTELLECTUAL PROPERTY OR DISCLOSURE OF THE OTHER PARTY’S
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CONFIDENTIAL INFORMATION IN BREACH OF THIS AGREEMENT, IN NO
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EVENT SHALL NVIDIA, SUBSIDIARIES, LICENSORS, OR ITS SUPPLIERS BE
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LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
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LIMITATION, INDIRECT, LOST PROFITS, CONSEQUENTIAL, BUSINESS
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INTERRUPTION OR LOST INFORMATION) ARISING OUT OF THE USE OF OR
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INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED
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OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS
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PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED
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WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE
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ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE
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OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO
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JURISDICTION. NOTWITHSTANDING THE FOREGOING, NVIDIA’S
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AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT
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EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD$100).
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SECTION 6 - TERM.
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This Agreement and the licenses granted hereunder shall be effective as of the
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date You download the applicable Software (“Effective Date”) and continue
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for a period of one (1) year (“Initial Term”) respectively, unless terminated
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earlier in accordance with the “Termination” provision of this Agreement.
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Unless either party notifies the other party of its intent to terminate this
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Agreement at least three (3) months prior to the end of the Initial Term or
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the applicable renewal period, this Agreement will be automatically
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renewed for one (1) year renewal periods thereafter, unless terminated in
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accordance with the “Termination” provision of this Agreement.
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SECTION 7 - TERMINATION.
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NVIDIA may terminate this Agreement at any time if You violate its terms.
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Upon termination, You will immediately destroy the Software or return all
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copies of the Software to NVIDIA, and certify to NVIDIA in writing that such
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actions have been completed. Upon termination or expiration of this
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Agreement the license grants to Licensee shall terminate, except that
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sublicenses rightfully granted by Licensee under this Agreement in
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connection with Section 1(b) of this Agreement provided by Licensee prior
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to the termination or expiration of this Agreement shall survive in
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accordance with their respective form of license terms and conditions.
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SECTION 8 – MISCELLANEOUS.
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SECTION 8.1 - SURVIVAL.
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Those provisions in this Agreement, which by their nature need to survive
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the termination or expiration of this Agreement, shall survive termination or
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expiration of the Agreement, including but not limited to Sections 2, 3, 4, 5, 7,
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and 8.
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SECTION 8.2 - APPLICABLE LAWS.
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Claims arising under this Agreement shall be governed by the laws of
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Delaware, excluding its principles of conflict of laws and the United Nations
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Convention on Contracts for the Sale of Goods. The state and/or federal
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courts residing in Santa Clara County, California shall have exclusive
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jurisdiction over any dispute or claim arising out of this Agreement. You may
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not export the Software in violation of applicable export laws and
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regulations.
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SECTION 8.3 - AMENDMENT.
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The Agreement shall not be modified except by a written agreement that
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names this Agreement and any provision to be modified, is dated subsequent
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to the Effective Date, and is signed by duly authorized representatives of both
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parties.
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SECTION 8.4 – NO WAIVER.
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No failure or delay on the part of either party in the exercise of any right,
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power or remedy under this Agreement or under law, or to insist upon or
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enforce performance by the other party of any of the provisions of this
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Agreement or under law, shall operate as a waiver thereof, nor shall any
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single or partial exercise of any right, power or remedy preclude
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other or further exercise thereof, or the exercise of any other right, power
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or remedy; rather the provision, right, or remedy shall be and remain in
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full force and effect.
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SECTION 8.5 – NO ASSIGNMENT.
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This Agreement and Licensee’s rights and obligations herein, may not be
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assigned, subcontracted, delegated, or otherwise transferred by Licensee
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without NVIDIA’s prior written consent, and any attempted assignment,
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subcontract, delegation, or transfer in violation of the foregoing will be null
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and void. The terms of this Agreement shall be binding upon Licensee’s
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assignees.
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SECTION 8.6 - GOVERNMENT RESTRICTED RIGHTS.
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The parties acknowledge that the Software is subject to U.S. export control
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laws and regulations. The parties agree to comply with all applicable
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international and national laws that apply to the Software, including the
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U.S. Export Administration Regulations, as well as end-user, end-use and
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destination restrictions issued by U.S. and other governments.
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The Software has been developed entirely at private expense and is
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commercial computer software provided with RESTRICTED RIGHTS. Use,
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duplication or disclosure of the Software by the U.S. Government or a U.S.
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Government subcontractor is subject to the restrictions set forth in the
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Agreement under which the Software was obtained pursuant to DFARS
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227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the
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Commercial Computer Software - Restricted Rights clause at FAR 52.227-19,
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as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas
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Expressway, Santa Clara, CA 95050. Use of the Software by the Government
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constitutes acknowledgment of NVIDIA's proprietary rights therein.
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SECTION 8.7 – INDEPENDENT CONTRACTORS.
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Licensee’s relationship to NVIDIA is that of an independent contractor, and
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neither party is an agent or partner of the other. Licensee will not have, and
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will not represent to any third party that it has, any authority to act on behalf
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of NVIDIA.
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SECTION 8.8 - SEVERABILITY.
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If for any reason a court of competent jurisdiction finds any provision of this
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Agreement, or portion thereof, to be unenforceable, that provision of the
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Agreement will be enforced to the maximum extent permissible so as to
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affect the intent of the parties, and the remainder of this Agreement will
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continue in full force and effect. This Agreement has been negotiated by the
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parties and their respective counsel and will be interpreted fairly in
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accordance with its terms and without any strict construction in favor of or
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against either party.
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SECTION 8.9 - ENTIRE AGREEMENT.
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This Agreement and NDA constitute the entire agreement between the parties
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with respect to the subject matter contemplated herein, and merges all prior
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and contemporaneous communications.
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