key: nvidia-video-codec-agreement
short_name: NVIDIA Video Codec SDK Agreement
name: NVIDIA Video Codec SDK Agreement
category: Proprietary Free
owner: NVIDIA
homepage_url: https://developer.nvidia.com/nvidia-video-codec-sdk-license-agreement
spdx_license_key: LicenseRef-scancode-nvidia-video-codec-agreement
text: "NVIDIA VIDEO CODEC SDK LICENSE AGREEMENT (“Agreement”)\n\nBY DOWNLOADING, INSTALLING\
  \ OR USING THE SOFTWARE AND OTHER AVAILABLE MATERIALS, YOU (“LICENSEE”) AGREE TO BE BOUND\
  \ BY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.  If Licensee does not agree to\
  \ the terms and condition of this Agreement, THEN do not downLOAD, INSTALL OR USE the SOFTWARE\
  \ AND MATERIALS.\n\nThe materials available for download to Licensees may include software\
  \ in both sample source code (\"Source Code\") and object code (\"Object Code\") versions\
  \ (collectively, the “Software”), documentation and other materials (collectively, these code\
  \ and materials referred to herein as \"Licensed Materials\").  Except as expressly indicated\
  \ herein, all terms and conditions of this Agreement apply to all of the Licensed Materials.\n\
  \nExcept as expressly set forth herein, NVIDIA owns all of the Licensed Materials and makes\
  \ them available to Licensee only under the terms and conditions set forth in this Agreement.\n\
  \nLicense:  Subject to Licensee’s compliance with the terms of this Agreement, NVIDIA grants\
  \ to Licensee a nonexclusive, non-transferable, worldwide, royalty-free, fully paid-up license\
  \ and right to install, use, reproduce, display, perform, modify the Source Code of the Software,\
  \ and to prepare and have prepared derivative works thereof, and distribute the Software and\
  \ derivative works thereof (in object code only) as integrated in Licensee software products\
  \ solely for use with supported NVIDIA GPU hardware products as specified in the accompanying\
  \ release notes.  The following terms apply to the Licensed Material:\n\nDerivative Works:\
  \  Subject to the License Grant Back below, Licensee shall own any Derivative Works it creates\
  \ directly to the Source Code that integrates with Licensee’s software product (\"Modification(s)\"\
  ) subject to NVIDIA’s ownership of the underlying Source Code and all intellectual property\
  \ rights therein. \n\nDistribution: Licensee may distribute the Software (in object code form)\
  \ integrated with Licensee software products only to Licensee’s authorized distributors, resellers,\
  \ and others in Licensee’s distribution chain for Licensee product and end users and grant\
  \ to such third party a sublicense to use the Software under a written, legally enforceable\
  \ agreement that has the effect of protecting the Software and the rights of NVIDIA under\
  \ terms no less restrictive than this Agreement.\n\nLimitations: Unless otherwise authorized\
  \ in the Agreement, Licensee shall not otherwise assign, sublicense, lease, or in any other\
  \ way transfer or disclose Software to any third party. Licensee agrees not to disassemble,\
  \ decompile or reverse engineer the Object Code or use or modify any of the Licensed Materials\
  \ to enable screen scraping, data scraping, or any other activity with the purpose of capturing\
  \ copyright protected content in violation of a third party party’s intellectual property\
  \ or other proprietary rights.  Licensee shall indemnify NVIDIA for any and all claims, liabilities,\
  \ damages, expenses and costs arising from Licensee’s breach of the foregoing limitations.\
  \ \n\nLicense Grant Back: Licensee hereby grants to NVIDIA and its affiliates a worldwide,\
  \ non-exclusive, irrevocable, perpetual, sublicenseable (through multiple tiers of sublicensees),\
  \ royalty-free and fully paid-up right and license to the Modification(s) created by or on\
  \ behalf of Licensee so that NVIDIA may copy, modify, create derivatives works thereof, to\
  \ use, have used, import, make, have made, sell, offer to sell, sublicense (through multiple\
  \ tiers of sublicensees), distribute (through multiple tiers of distributors) such derivative\
  \ work(s) on a stand-alone basis or as incorporated into the Licensed Materials or other related\
  \ technologies.  For the sake of clarity, NVIDIA is not prohibited or otherwise restricted\
  \ from independently developing new features or functionality with respect to the Licensed\
  \ Materials\n\nNo Other License: No rights or licenses with respect to any proprietary information\
  \ or patent, copyright, trade secret or other intellectual property right owned or controlled\
  \ by NVIDIA are granted by NVIDIA to Licensee under this Agreement, expressly or by implication,\
  \ except as expressly provided in this Agreement. \n\nConfidentiality: If applicable, any\
  \ exchange of Confidential Information (as defined in the NDA) shall be made pursuant to the\
  \ terms and conditions of a separately signed Non-Disclosure Agreement (“NDA”) by and between\
  \ NVIDIA and You. For the sake of clarity, You agree that (a) the Software (in source code\
  \ form); and (b) Your use of the Software is considered Confidential Information of NVIDIA.\n\
  \nIf You wish to have a third party consultant or subcontractor (\"Contractor\") perform work\
  \ on Your behalf which involves access to or use of Software, You shall obtain a written confidentiality\
  \ agreement from the Contractor which contains terms and obligations with respect to access\
  \ to or use of Software no less restrictive than those set forth in this Agreement and excluding\
  \ any distribution or sublicense rights, and use for any other purpose than permitted in this\
  \ Agreement. Otherwise, You shall not disclose the terms or existence of this Agreement or\
  \ use NVIDIA's name in any publications, advertisements, or other announcements without NVIDIA's\
  \ prior written consent.  Unless otherwise provided in this Agreement, You do not have any\
  \ rights to use any NVIDIA trademarks or logos.\n\nIntellectual Property Ownership: Except\
  \ as expressly licensed to Licensee under this Agreement, NVIDIA reserves all right, title\
  \ and interest, including but not limited to all intellectual property rights, in and to the\
  \ Licensed Materials and any derivative work(s) made thereto. The algorithms, structure, organization\
  \ and Source Code are the valuable trade secrets and confidential information of NVIDIA.\n\
  \nLicensee acknowledges and agrees that it is Licensee’s sole responsibility to obtain any,\
  \ additional, third party licenses required to make, have made, use, have used, sell, import,\
  \ and offer for sale Licensee products that include or incorporate any third party technology\
  \ such as operating systems, audio and/or video encoders and decoders or any technology from,\
  \ including but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA,\
  \ and Coding Technologies (“Third Party Technology”).  Licensee acknowledges and agrees that\
  \ NVIDIA has not granted to Licensee under this Agreement any necessary patent rights with\
  \ respect to the Third Party Technology.  As such, Licensee’s use of the Third Party Technology\
  \ may be subject to further restrictions and terms and conditions.  Licensee acknowledges\
  \ and agrees that Licensee is solely and exclusively responsible for obtaining any and all\
  \ authorizations and licenses required for the use, distribution and/or incorporation of the\
  \ Third Party Technology.\n\nLicensee shall, at its own expense fully indemnify, hold harmless,\
  \ defend and/or settle any claim, suit or proceeding that is asserted by a third party against\
  \ NVIDIA and its officers, employees or agents, to the extent such claim, suit or proceeding\
  \ arising from or related to Licensee’s failure to fully satisfy and/or comply with the third\
  \ party licensing obligations related to the Third Party Technology (a “Claim”).  In the event\
  \ of a Claim, Licensee agrees to: (a) pay all damages or settlement amounts, which shall not\
  \ be finalized without the prior written consent of NVIDIA, (including other reasonable costs\
  \ incurred by NVIDIA, including reasonable attorneys fees, in connection with enforcing this\
  \ paragraph); (b) reimburse NVIDIA for any licensing fees and/or penalties incurred by NVIDIA\
  \ in connection with a Claim; and (c) immediately procure/satisfy the third party licensing\
  \ obligations before using the Software pursuant to this Agreement.\n\nTerm of Agreement:\
  \  This Agreement shall become effective from the date of the initial download and shall remain\
  \ in effect for one year thereafter, unless terminated as provided below.  Unless either party\
  \ notifies the other party of its intent to terminate this Agreement at least thirty (30)\
  \ days prior to the end of the Initial Term or the applicable renewal period, this Agreement\
  \ will be automatically renewed for one (1) year renewal periods thereafter, unless terminated\
  \ in accordance with the “Termination” provision of this Agreement.\n\nNVIDIA may terminate\
  \ this Agreement (and with it, all of Licensee’s right to the Licensed Materials) if (i) Licensee\
  \ fails to comply with any of the terms and conditions of this Agreement and if the breach\
  \ is not cured within thirty (30) days after notice thereof. Upon expiration or termination\
  \ of this Agreement pursuant to this paragraph, Licensee shall immediately cease using the\
  \ Licensed Materials and return or destroy or copies thereof in its possession.\n\nDefensive\
  \ Suspension:If Licensee 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 Agreement.\n\nNo Support:  NVIDIA has no obligation to\
  \ support or to continue providing or updating any of the Licensed Materials.\n\nNo Warranty:\
  \  THE LICENSED MATERIALS PROVIDED BY NVIDIA TO LICENSEE HEREUNDER ARE PROVIDED \"AS IS.\"\
  \  NVIDIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,\
  \ THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.\n\
  \nLimitation of Liability: NVIDIA SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S CUSTOMERS, OR\
  \ ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER LICENSEE FOR ANY LOSS OF PROFITS, INCOME,\
  \ SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES\
  \ (WHETHER IN AN ACTION IN CONTRACT, TORT OR BASED ON A WARRANTY), EVEN IF NVIDIA HAS BEEN\
  \ ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING\
  \ ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL NVIDIA’S\
  \ AGGREGATE LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER\
  \ LICENSEE EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY LICENSEE TO NVIDIA FOR THE LICENSED\
  \ MATERIALS.\n\nApplicable Law and Jurisdiction: This Agreement shall be deemed to have been\
  \ made in, and shall be construed pursuant to, the laws of the State of Delaware. The state\
  \ and/or federal courts residing in Santa Clara County, California shall have exclusive jurisdiction\
  \ over any dispute or claim arising out of this Agreement. The United Nations Convention on\
  \ Contracts for the International Sale of Goods is specifically disclaimed.\n\nFeedback:Licensee\
  \ may, but is not obligated to, provide to NVIDIA any suggestions, comments and feedback regarding\
  \ the Licensed Materials that are delivered by NVIDIA to Licensee under this Agreement (collectively,\
  \ “Licensee Feedback”).  NVIDIA may use and include any Licensee Feedback that Licensee voluntarily\
  \ provides to improve the Licensed Materials or other related NVIDIA technologies.  Accordingly,\
  \ if Licensee provides Licensee Feedback, Licensee grants NVIDIA and its licensees a perpetual,\
  \ irrevocable, worldwide, royalty-free, fully paid-up license grant to freely use, have used,\
  \ sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees),\
  \ distribute (through multiple tiers of distributors), and otherwise commercialize the Licensee\
  \ Feedback in the Licensed Materials or other related technologies.  \n\nRESTRICTED RIGHTS\
  \ NOTICE: Licensed Materials has been developed entirely at private expense and is commercial\
  \ computer software 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 license agreement under which Licensed Materials was obtained 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.\n\nMiscellaneous: 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 is solely between NVIDIA and Licensee.  There are no third party beneficiaries,\
  \ express or implied, to this Agreement. 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 Licensed Materials into any country, or use the Licensed Materials in any manner,\
  \ prohibited by the United States Bureau of Industry and Security or any export laws, restrictions\
  \ or regulations. This Agreement, and Licensee’s rights and obligations herein, may not be\
  \ assigned, subcontracted, delegated, or otherwise transferred by Licensee without NVIDIA’s\
  \ prior written consent, and any attempted assignment, subcontract, delegation, or transfer\
  \ in violation of the foregoing will be null and void.   The terms of this Agreement shall\
  \ be binding upon assignees."