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nvidia-sdk-eula-v0.11
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NVIDIA SDK EULA v0.11
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License Agreement for NVIDIA Software Development Kits v0.11
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Proprietary Free
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NVIDIA
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https://docs.nvidia.com/pdf/EULA.pdf
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LicenseRef-scancode-nvidia-sdk-eula-v0.11
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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.
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license_text
License Agreement for NVIDIA Software Development Kits
Release date: January 28, 2020
1.1. License
1.1.1. License Grant
Subject to the terms of this Agreement, NVIDIA hereby grants you a non-exclusive, nontransferable
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 noncompliance
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 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 in this section. 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 in this section.
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
www.nvidia.com
End User License Agreements (EULA)
DR-06739-001_v01_v11.0