key: nvidia-model-training-2025 short_name: NVIDIA Data Agreement for Model Training 2025 name: NVIDIA Data Agreement for Model Training 2025 category: Proprietary Free owner: NVIDIA homepage_url: https://huggingface.co/datasets/nvidia/Nemotron-Pretraining-Dataset-sample/raw/main/LICENSE.md spdx_license_key: LicenseRef-scancode-nvidia-model-training-2025 ignorable_urls: - https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms ignorable_emails: - legalnotices@nvidia.com text: "# NVIDIA Data Agreement for Model Training\n\nThis NVIDIA Data Agreement for Model Training\ \ (the “Agreement”) is a legal agreement between you, whether an individual or entity, (“you”\ \ or “Company”) and NVIDIA Corporation (“NVIDIA”) and governs the use of the NVIDIA Datasets\ \ that NVIDIA delivers to Company under this Agreement. NVIDIA and Company are each a “party”\ \ and collectively the “parties.”\n\nIf you are an individual, you must be an adult of legal\ \ age of majority in your jurisdiction and have the legal authority to bind the Company you\ \ represent, if any. If you accept these Terms on behalf of a company or other entity, you\ \ represent that you have authority to do so. By using the Datasets, you are affirming that\ \ you have read and agree to this Agreement. If you don’t accept the terms and conditions\ \ below, do not use the Datasets.\n\n## 1. \tDEFINITIONS\n\n1.1 \t“Affiliate” means an entity\ \ that now or hereafter owns or controls, is owned or controlled by, or is under common ownership\ \ or control with a party, where “control” is the possession, directly or indirectly, of the\ \ power to direct or cause the direction of the management and policies of an entity, whether\ \ through ownership of voting securities, by contract or otherwise.\n\n1.2 \t“AI Solutions”\ \ means any artificial intelligence (“AI”) models, or machine learning algorithm and associated\ \ parameters and associated weights.\n\n1.3 \t“Intellectual Property Rights” means all intellectual\ \ property rights that may apply, including all patents, trademarks, trade dress, copyrights,\ \ database rights, trade secrets, know-how, mask works, and any other similar protected rights\ \ in any country including all related applications for and registrations of these rights.\n\ \n1.4 \t“Datasets” means certain datasets, or any portions thereof, that NVIDIA may share\ \ with Company under this Agreement.\n\n## 2. \tAVAILABILITY, RESTRICTIONS AND OWNERSHIP\n\ \n2.1 \tAvailability. Subject to the terms of this Agreement, NVIDIA makes the Datasets available\ \ to Company solely for the purpose of internal training of Company AI Solutions with facts\ \ and ideas, including patterns and correlations (“Purpose”).\n\n2.2 \tRestrictions. Company\ \ may not:\n\n2.2.1 \tUse, store or retain the Datasets for any other purpose than the Purpose.\n\ \n2.2.2 \tSell, rent, sublicense, transfer, distribute, sublicence, publicly display, publicly\ \ perform or otherwise make available to others the Datasets.\n\n2.2.3 \tUse the Datasets\ \ in any manner that would cause them to become subject to an open-source license.\n\n2.2.4\ \ \tUse the Datasets in a manner that violates any third-party rights or applicable laws,\ \ or identify any individuals or personal data (if applicable).\n\n2.2.5 \tDisclose any evaluation,\ \ test or benchmarking results regarding the Datasets without NVIDIA’s prior written consent\ \ documented as an amendment to this Agreement, except that this restriction does not apply\ \ to Company’s AI Solutions.\n\n2.3 \tOwnership.\n\n2.3.1 \tThird-Party Ownership. Company\ \ acknowledges that NVIDIA does not grant and does not purport to grant any rights to access\ \ or use any copyrighted material that may be contained within the Datasets. Company is solely\ \ responsible for ensuring its use of any such underlying copyrighted material is permitted\ \ by applicable law.\n\n2.3.2 \tNVIDIA Ownership. As between the parties to this Agreement,\ \ to the extent NVIDIA holds any rights in the Datasets, including any Intellectual Property\ \ Rights that may apply, those rights are and will remain the sole and exclusive property\ \ of NVIDIA and its licensors (as applicable). Except as expressly granted in this Agreement,\ \ (a) NVIDIA reserves any rights, interests and remedies in connection with the Datasets,\ \ and (b) no other right is granted to Company by implication, estoppel or otherwise.\n\n\ 2.3.3 \tCompany Ownership. Company’s AI Solutions, or outputs resulting from Company’s AI\ \ Solutions, developed by Company using the Datasets are and will remain the sole and exclusive\ \ property of Company. No other right is granted to NVIDIA by implication, estoppel or otherwise\ \ to Company’s AI Solutions.\n\n## 3. \tTERM AND TERMINATION\n\n3.1 \tTerm. This Agreement\ \ commences upon the date of the initial download of the Datasets, unless otherwise terminated\ \ earlier in accordance with Section 3.2 (Termination) below.\n\n3.2 \tTermination.\n\n3.2.1\ \ \tTermination for Convenience. Either party may terminate this Agreement at any time with\ \ thirty (30) days’ advance written notice to the other party.\n\n3.2.2 \tTermination for\ \ Cause. If Company commences or participates in any legal proceeding against NVIDIA with\ \ respect to the Datasets, or if Company breaches this Agreement, this Agreement will terminate\ \ immediately without notice.\n\n3.3 \tEffect of Termination. Upon termination of this Agreement\ \ under Section 3.2.1 (Termination for Convenience), within fourteen (14) days, Company will\ \ stop using the Datasets and delete and destroy copies of Datasets, except Company may maintain\ \ copies for archival purposes solely as required to comply with applicable law. Upon termination\ \ of this Agreement under Section 3.2.2 (Termination for Cause), Company will immediately\ \ cease use of the Datasets, and delete and destroy all copies of the Datasets. Upon NVIDIA’s\ \ written request, Company will certify in writing its compliance with this Section 3.3.\n\ \n3.4 \tSurvival. Upon any termination of this Agreement, Sections 1 (Definitions), 2.3 (Ownership),\ \ 3.3 (Effect of Termination), 3.4 (Survival), 4 (Warranty Disclaimers and Limitations of\ \ Liability), 5 (Notices) and 6 (Miscellaneous) of this Agreement will survive and remain\ \ in full force and effect after any termination of this Agreement.\n\n## 4. \tWARRANTY DISCLAIMERS\ \ AND LIMITATIONS OF LIABILITY\n\n4.1 \tWARRANTY DISCLAIMER. The DATASETS ARE PROVIDED “AS\ \ IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA DISCLAIMS ALL WARRANTIES\ \ AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING\ \ UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT,\ \ MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING.\n\ \n4.2 \tLIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING\ \ NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE\ \ AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, WILL NVIDIA BE LIABLE TO COMPANY FOR\ \ DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF\ \ ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE\ \ THE DATASETS (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,\ \ COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN\ \ IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n## 5. \tNOTICES\n\n5.1\ \ \tPlease direct your legal notices or other correspondence to legalnotices@nvidia.com with\ \ a copy mailed to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California\ \ 95051, United States of America, Attention: Legal Department. If NVIDIA needs to contact\ \ you, you consent to receive the notices by email and agree that such notices will satisfy\ \ any legal communication requirements.\n\n## 6. \tMISCELLANEOUS\n\n6.1 \tAssignment. NVIDIA\ \ may assign, delegate or transfer its rights or obligations under this Agreement by any means\ \ or operation of law. Company may not, without NVIDIA’s prior written consent, assign, delegate\ \ or transfer any of its rights or obligations under this Agreement by any means or operation\ \ of law, and any attempt to do so is null and void.\n\n6.2 \tNo Third-Party Beneficiaries.\ \ No person or entity who is not a party to this Agreement will have the right to enforce\ \ any provision of this Agreement, except that users of AI Solutions are third-party beneficiaries\ \ of Section 3.1.\n\n6.3 \tIndemnity. Company will indemnify and hold harmless NVIDIA from\ \ and against any claim by any third party arising out of or related to your use or distribution\ \ of the Datasets.\n\n6.4 \tAI Ethics. Company’s use of the Datasets under the Agreement must\ \ be consistent with NVIDIA’s Trustworthy AI terms at https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.\n\ \n6.5 \tFeedback. NVIDIA appreciates Company’s feedback. Company agrees that NVIDIA may use\ \ it without restriction or compensation to Company.\n\n6.6 \tSeverability, Waiver and Construction.\ \ If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable,\ \ that provision will be deemed modified to the extent necessary to make it enforceable and\ \ the remainder of this Agreement will continue in full force and effect. No failure or delay\ \ by a party to enforce any Agreement term or obligation will operate as a waiver by that\ \ party, nor prevent the enforcement of such term or obligation later. This parties and their\ \ respective counsel have assessed this Agreement, and it will be interpreted fairly in accordance\ \ with its terms and without any strict construction in favor of or against either party.\n\ \n6.7 \tGoverning Law and Jurisdiction. This Agreement will be governed in all respects by\ \ the laws of the United States and the laws of the State of Delaware, without regard to conflict\ \ of laws principles or the United Nations Convention on Contracts for the International Sale\ \ of Goods. The state and federal courts residing in Santa Clara County, California will have\ \ exclusive jurisdiction over any dispute or claim arising out of or related to this Agreement,\ \ and the parties irrevocably consent to personal jurisdiction and venue in those courts;\ \ except that, either party may apply for injunctive remedies or an equivalent type of urgent\ \ legal relief in any jurisdiction.\n\n6.8 \tTrade Compliance. Company agrees to comply with\ \ all applicable export, import, trade and economic sanctions laws and regulations, including\ \ the Export Administration Regulations and Office of Foreign Assets Control regulations.\ \ These laws include restrictions on destinations, end-users and end-use.\n\n6.9 \tPublicity.\ \ Neither party will issue public announcements about this Agreement without prior written\ \ approval of the other party.\n\n6.10 \tHeadings. The headings in this Agreement are included\ \ solely for convenience and are not intended to affect the meaning or interpretation of this\ \ Agreement.\n\n6.11 \tIndependent Contractors. The parties are independent contractors, and\ \ this Agreement does not create a joint venture, partnership, agency or other form of business\ \ association between the parties. Neither party will have the power to bind the other party\ \ or incur any obligation on its behalf without the other party’s prior written consent.\n\ \n6.12 \tEntire Agreement. Regarding the subject matter of this Agreement, the parties agree\ \ that (a) this Agreement constitutes the entire and exclusive agreement between the parties\ \ and supersedes all prior and contemporaneous communications and (b) any additional or different\ \ terms or conditions, whether contained in purchase orders, order acknowledgments, invoices\ \ or otherwise, will not be binding on the receiving party and are null and void.\n\n(v. August\ \ 15, 2025)"