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key
nvidia-isaac-eula-2019.1
short_name
NVIDIA ISAAC EULA v2019.1
name
NVIDIA ISAAC EULA v2019.1
category
Proprietary Free
owner
NVIDIA
homepage_url
https://developer.nvidia.com/isaac-sdk
spdx_license_key
LicenseRef-scancode-nvidia-isaac-eula-2019.1
faq_url
https://forums.developer.nvidia.com/t/when-do-i-get-charged-for-using-isaac-in-my-business-application/121294
ignorable_urls
license_text
SOFTWARE LICENSE AGREEMENT FOR NVIDIA SOFTWARE DEVELOPMENT KITS

This Software 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, copy or use the SDK.

You agree to use the SDK only for purposes that are permitted by (a) this
Agreement, and (b) any applicable law, regulation or generally accepted
practices or guidelines in the relevant jurisdictions.

    1. License.

1.1 Grant

Subject to the terms of this Agreement, NVIDIA hereby grants you a non-
exclusive, non-transferable license, without the right to sublicense (except as
expressly provided in this Agreement) to:

    (i) Install and use the SDK,

    (ii) Modify and create derivative works of sample source code delivered in
    the SDK, and

    (iii) Distribute those portions of the SDK that are identified in this
    Agreement as distributable, as incorporated in object code format into a
    software application that meets the distribution requirements indicated in
    this Agreement.

1.2 Distribution Requirements

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

    (i) Your application must have material additional functionality, beyond the
    included portions of the SDK.

    (ii) The distributable portions of the SDK shall only be accessed by your
    application.

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

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

    (v) The terms under which you distribute your application must be consistent
    with the terms of this Agreement, including (without limitation) terms
    relating to the license grant and license restrictions and protection of
    NVIDIA’s intellectual property rights. Additionally, you agree that you will
    protect the privacy, security and legal rights of your application users.

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

1.3 Authorized Users

You may allow employees and contractors of your entity or of your
subsidiary(ies) to access and use the SDK from your secure network to perform
work on your behalf.

If you are an academic institution you may allow users enrolled or employed by
the academic institution to access and use the SDK from your secure network.

You are responsible for the compliance with the terms of this Agreement by your
authorized users. If you become aware that your authorized users didn’t follow
the terms of this Agreement, you agree to take reasonable steps to resolve the
non-compliance and prevent new occurrences.

1.4 Pre-Release SDK

The SDK versions identified as alpha, beta, preview or otherwise as pre-release,
may not be fully functional, may contain errors or design flaws, and may have
reduced or different security, privacy, accessibility, availability, and
reliability standards relative to commercial versions of NVIDIA software and
materials. Use of a pre-release SDK may result in unexpected results, loss of
data, project delays or other unpredictable damage or loss.

You may use a pre-release SDK at your own risk, understanding that pre-release
SDKs are not intended for use in production or business-critical systems.

NVIDIA may choose not to make available a commercial version of any pre-release
SDK. NVIDIA may also choose to abandon development and terminate the
availability of a pre-release SDK at any time without liability.

1.5 Updates

NVIDIA may, at its option, make available patches, workarounds or other updates
to this SDK. Unless the updates are provided with their separate governing
terms, they are deemed part of the SDK licensed to you as provided in this
Agreement.

You agree that the form and content of the SDK that NVIDIA provides may change
without prior notice to you. While NVIDIA generally maintains compatibility
between versions, NVIDIA may in some cases make changes that introduce
incompatibilities in future versions of the SDK.

1.6 Third Party Licenses

The SDK may come bundled with, or otherwise include or be distributed with,
third party software licensed by a NVIDIA supplier and/or open source software
provided under an open source license. Use of third party software is subject to
the third party license terms, or in the absence of third party terms, the terms
of this Agreement. Copyright to third party software is held by the copyright
holders indicated in the third-party software or license.

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.

1.7 Reservation of Rights

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

    2. Limitations.

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

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

2.2 Except as expressly provided in this Agreement, you may not copy, sell,
rent, sublicense, transfer, distribute, modify, or create derivative works of
any portion of the SDK. For clarity, you may not distribute or sublicense the
SDK as a stand-alone product.

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

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

2.5 You may not use the SDK in any manner that would cause it to become subject
to an open source software license. As examples, licenses that require as a
condition of use, modification, and/or distribution that the SDK be (i)
disclosed or distributed in source code form; (ii) licensed for the purpose of
making derivative works; or (iii) redistributable at no charge.

2.6 Unless you have an agreement with NVIDIA for this purpose, you may not use
the SDK with any system or application where the use or failure of the system or
application can reasonably be expected to threaten or result in personal injury,
death, or catastrophic loss. Examples include use in 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.

2.7 You agree to defend, indemnify and hold harmless NVIDIA and its affiliates,
and their respective employees, contractors, agents, officers and directors,
from and against any and all claims, damages, obligations, losses, liabilities,
costs or debt, fines, restitutions and expenses (including but not limited to
attorney’s fees and costs incident to establishing the right of indemnification)
arising out of or related to your use of the SDK outside of the scope of this
Agreement, or not in compliance with its terms.

    3. Ownership.

3.1 NVIDIA or its licensors hold all rights, title and interest in and to the
SDK and its modifications and derivative works, including their respective
intellectual property rights, subject to your rights under Section 3.2. This SDK
may include software and materials from NVIDIA’s licensors, and these licensors
are intended third party beneficiaries that may enforce this Agreement with
respect to their intellectual property rights.

3.2 You hold all rights, title and interest in and to your applications and your
derivative works of the sample source code delivered in the SDK, including their
respective intellectual property rights, subject to NVIDIA’s rights under
section 3.1.

3.3 You may, but don’t have to, provide to NVIDIA suggestions, feature requests
or other feedback regarding the SDK, including possible enhancements or
modifications to the SDK. For any feedback that you voluntarily provide, you
hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide,
irrevocable license to use, reproduce, modify, license, sublicense (through
multiple tiers of sublicensees), and distribute (through multiple tiers of
distributors) it without the payment of any royalties or fees to you. NVIDIA
will decide if and how to respond to feedback and if to incorporate feedback
into the SDK. NVIDIA is constantly looking for ways to improve its products, so
you may send feedback to NVIDIA through the developer portal at
https://developer.nvidia.com.

    4. No Warranties.

THE SDK IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NVIDIA

AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-
INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF
TRADE.

    5. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES SHALL NOT BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY
LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF
PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE SDK, WHETHER SUCH LIABILITY ARISES
FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY
OF LIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE
LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE OF
THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS
LIMIT.

These exclusions and limitations of liability shall apply regardless if NVIDIA
or its affiliates have been advised of the possibility of such damages, and
regardless of whether a remedy fails its essential purpose. These exclusions and
limitations of liability form an essential basis of the bargain between the
parties, and, absent any of these exclusions or limitations of liability, the
provisions of this Agreement, including, without limitation, the economic terms,
would be substantially different.

    6. Termination.

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

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

6.3 NVIDIA may, at any time, terminate this Agreement if: (i) you fail to comply
with any term of this Agreement and the non-compliance is not fixed within
thirty (30) days following notice from NVIDIA (or immediately if you violate
NVIDIA’s intellectual property rights); (ii) you commence or participate in any
legal proceeding against NVIDIA with respect to the SDK; or (iii) NVIDIA decides
to no longer provide the SDK in a country or, in NVIDIA’s sole discretion, the
continued use of it is no longer commercially viable.

6.4 Upon any termination of this Agreement, you agree to promptly discontinue
use of the SDK and destroy all copies in your possession or control. Your prior
distributions in accordance with this Agreement are not affected by the
termination of this Agreement. Upon written request, you will certify in writing
that you have complied with your commitments under this section. Upon any
termination of this Agreement all provisions survive except for the licenses
granted to you.

    7. General.

If you wish to assign this Agreement or your rights and obligations, including
by merger, consolidation, dissolution or operation of law, contact NVIDIA to ask
for permission. Any attempted assignment not approved by NVIDIA in writing shall
be void and of no effect. NVIDIA may assign, delegate or transfer this Agreement
and its rights and obligations, and if to a non-affiliate you will be notified.

You agree to cooperate with NVIDIA and provide reasonably requested information
to verify your compliance with this Agreement.

This Agreement will be governed in all respects by the laws of the United States
and of the State of Delaware as those laws are applied to contracts entered into
and performed entirely within Delaware by Delaware residents, without regard to
the

conflicts of laws principles. The United Nations Convention on Contracts for the
International Sale of Goods is specifically disclaimed. You agree to all terms
of this Agreement in the English language.

The state or federal courts residing in Santa Clara County, California shall
have exclusive jurisdiction over any dispute or claim arising out of this
Agreement. Notwithstanding this, you agree that NVIDIA shall still be allowed to
apply for injunctive remedies or an equivalent type of urgent legal relief in
any jurisdiction.

If any court of competent jurisdiction determines that any provision of this
Agreement is illegal, invalid or unenforceable, such provision will be construed
as limited to the extent necessary to be consistent with and fully enforceable
under the law and the remaining provisions will remain in full force and effect.
Unless otherwise specified, remedies are cumulative.

Each party acknowledges and agrees that the other is an independent contractor
in the performance of this Agreement.

Neither party will be responsible for any failure or delay in its performance
under this Agreement to the extent due to causes beyond its reasonable control
for so long as the cause or event continues in effect.

The SDK has been developed entirely at private expense and is “commercial items”
consisting of “commercial computer software” and “commercial computer software
documentation” provided with RESTRICTED RIGHTS. Use, duplication or disclosure
by the U.S. Government or a U.S. Government subcontractor is subject to the
restrictions in this Agreement pursuant to DFARS 227.7202-3(a) or as set forth
in subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted
Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is
NVIDIA, 2788 San Tomas Expressway, Santa Clara, CA 95051.

The SDK is subject to United States export laws and regulations. You agree that
you will not ship, transfer or export the SDK into any country, or use the SDK
in any manner, prohibited by the United States Bureau of Industry and Security
or economic sanctions regulations administered by the U.S. Department of
Treasury’s Office of Foreign Assets Control (OFAC), or any applicable export
laws, restrictions or regulations. These laws include restrictions on
destinations, end users and end use. By accepting this Agreement, you confirm
that you are not a resident or citizen of any country currently embargoed by the
U.S. and that you are not otherwise prohibited from receiving the SDK.

Any notice delivered by NVIDIA to you under this Agreement will be delivered via
mail, email or fax. You agree that any notices that NVIDIA sends you
electronically will satisfy any legal communication requirements. Please direct
your legal notices or other correspondence to NVIDIA Corporation, 2788 San Tomas
Expressway, Santa Clara, California 95051, United States of America, Attention:
Legal Department.

This Agreement and any exhibits incorporated to this Agreement constitute the
entire agreement of the parties with respect to the subject matter of this
Agreement and supersede all prior negotiations, conversations, or discussions
between the parties relating to this subject matter. Any additional and/or
conflicting terms on documents issued by you are null, void, and invalid. Any
amendment or waiver under this Agreement shall be in writing and signed by
representatives of both parties.

(v. March 8, 2019)


ISAAC SUPPLEMENT

TO SOFTWARE LICENSE AGREEMENT FOR NVIDIA SOFTWARE DEVELOPMENT KITS

The terms in this supplement govern your use of the NVIDIA Isaac SDK under the
terms of your software 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.

    1. Distribution. The following portions of the SDK are distributable under
    the Agreement: the runtimes files ending with .so and .a as part of your
    application.

    2. Samples. In this SDK, the folder that contains sample source code is the
    apps/samples folder. With respect to source code samples licensed to you,
    NVIDIA and its affiliates are free to continue independently developing
    source code samples and you covenant not to sue NVIDIA, its affiliates or
    their licensees with respect to later versions of NVIDIA released source
    code samples.

    3. Restrictions. The following restrictions apply:

        I. You are not permitted to disclose the results of any benchmarking or
        other competitive analysis relating to the SDK without the prior written
        permission from NVIDIA; and

        II. The SDK is licensed for use with a computer system incorporating one
        or more NVIDIA GPU hardware products and running NVIDIA software
        drivers.

    4. Source Code Modification and Ownership. Subject to the terms of the
    Agreement and this supplement, NVIDIA hereby grants you a non-exclusive,
    non-transferable license, without the right to sublicense to modify and
    create derivative works of software provided to you by NVIDIA in source code
    form, except for header files. As between you and NVIDIA, NVIDIA holds all
    rights, title and interest in and to your modifications and derivative works
    of the source code software. Subject to NVIDIA’s rights described in the
    Agreement and this section, you retain all rights, title and in and to your
    software and products developed independently from the use of the SDK (as
    may be demonstrated by documentation). You have no obligation to provide to
    NVIDIA your modifications to the NVIDIA source code.

    5. Indemnity. 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 any
    damages, or injuries, illness or death related to the use of goods and/or
    services that include or utilize the SDK.

(v. March 8, 2019)