1 1.1 jmcneill License For Customer Use of NVIDIA Software 2 1.1 jmcneill 3 1.1 jmcneill 4 1.1 jmcneill IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of 5 1.1 jmcneill NVIDIA Software ("LICENSE") is the agreement which governs use of 6 1.1 jmcneill the software of NVIDIA Corporation and its subsidiaries ("NVIDIA") 7 1.1 jmcneill downloadable herefrom, including computer software and associated 8 1.1 jmcneill printed materials ("SOFTWARE"). By downloading, installing, copying, 9 1.1 jmcneill or otherwise using the SOFTWARE, you agree to be bound by the terms 10 1.1 jmcneill of this LICENSE. If you do not agree to the terms of this LICENSE, 11 1.1 jmcneill do not download the SOFTWARE. 12 1.1 jmcneill 13 1.1 jmcneill RECITALS 14 1.1 jmcneill 15 1.1 jmcneill Use of NVIDIA's products requires three elements: the SOFTWARE, the 16 1.1 jmcneill hardware, and a personal computer. The SOFTWARE is protected by copyright 17 1.1 jmcneill laws and international copyright treaties, as well as other intellectual 18 1.1 jmcneill property laws and treaties. The SOFTWARE may be protected by various 19 1.1 jmcneill patents, and is not sold, and instead is only licensed for use, strictly 20 1.1 jmcneill in accordance with this document. The hardware is protected by various 21 1.1 jmcneill patents, and is sold, but this agreement does not cover that sale, since 22 1.1 jmcneill it may not necessarily be sold as a package with the SOFTWARE. This 23 1.1 jmcneill agreement sets forth the terms and conditions of the SOFTWARE LICENSE only. 24 1.1 jmcneill 25 1.1 jmcneill 1. DEFINITIONS 26 1.1 jmcneill 27 1.1 jmcneill 1.1 Customer. Customer means the entity or individual that 28 1.1 jmcneill downloads or otherwise obtains the SOFTWARE. 29 1.1 jmcneill 30 1.1 jmcneill 2. GRANT OF LICENSE 31 1.1 jmcneill 32 1.1 jmcneill 2.1 Rights and Limitations of Grant. NVIDIA hereby grants Customer 33 1.1 jmcneill the following non-exclusive, non-transferable right to use the 34 1.1 jmcneill SOFTWARE, with the following limitations: 35 1.1 jmcneill 36 1.1 jmcneill 2.1.1 Rights. Customer may install and use multiple copies of the 37 1.1 jmcneill SOFTWARE on a shared computer or concurrently on different computers, 38 1.1 jmcneill and make multiple back-up copies of the SOFTWARE, solely for Customer's 39 1.1 jmcneill use within Customer's Enterprise. "Enterprise" shall mean individual use 40 1.1 jmcneill by Customer or any legal entity (such as a corporation or university) 41 1.1 jmcneill and the subsidiaries it owns by more than fifty percent (50%). 42 1.1 jmcneill 43 1.1 jmcneill 2.1.2 Open Source Exception. Notwithstanding the foregoing terms 44 1.1 jmcneill of Section 2.1.1, SOFTWARE may be copied and redistributed solely for 45 1.1 jmcneill use on operating systems distributed under the terms of an OSI-approved 46 1.1 jmcneill open source license as listed by the Open Source Initiative at 47 1.1 jmcneill http://opensource.org, provided that the binary files thereof are not 48 1.1 jmcneill modified, and Customer provides a copy of this license with the SOFTWARE. 49 1.1 jmcneill 50 1.1 jmcneill 2.1.3 Limitations. 51 1.1 jmcneill 52 1.1 jmcneill No Reverse Engineering. Customer may not reverse engineer, 53 1.1 jmcneill decompile, or disassemble the SOFTWARE, nor attempt in any other 54 1.1 jmcneill manner to obtain the source code. 55 1.1 jmcneill 56 1.1 jmcneill Usage. SOFTWARE is licensed only for use with microprocessor(s) which have 57 1.1 jmcneill been (i) designed by NVIDIA and (ii) either (a) sold by or (b) licensed by 58 1.1 jmcneill NVIDIA. Customer shall not use SOFTWARE in conjunction with, nor cause 59 1.1 jmcneill SOFTWARE to be executed by, any other microprocessor. 60 1.1 jmcneill 61 1.1 jmcneill No Translation. Customer shall not translate SOFTWARE, nor cause or permit 62 1.1 jmcneill SOFTWARE to be translated, from the architecture or language in which it is 63 1.1 jmcneill originally provided by NVIDIA, into any other architecture or language. 64 1.1 jmcneill 65 1.1 jmcneill No Rental. Customer may not rent or lease the SOFTWARE to someone 66 1.1 jmcneill else. 67 1.1 jmcneill 68 1.1 jmcneill 3. TERMINATION 69 1.1 jmcneill 70 1.1 jmcneill This LICENSE will automatically terminate if Customer fails to 71 1.1 jmcneill comply with any of the terms and conditions hereof. In such event, 72 1.1 jmcneill Customer must destroy all copies of the SOFTWARE and all of its 73 1.1 jmcneill component parts. 74 1.1 jmcneill 75 1.1 jmcneill Defensive Suspension. If Customer commences or participates in any legal 76 1.1 jmcneill proceeding against NVIDIA, then NVIDIA may, in its sole discretion, 77 1.1 jmcneill suspend or terminate all license grants and any other rights provided 78 1.1 jmcneill under this LICENSE during the pendency of such legal proceedings. 79 1.1 jmcneill 80 1.1 jmcneill 4. COPYRIGHT 81 1.1 jmcneill 82 1.1 jmcneill All title and copyrights in and to the SOFTWARE (including but 83 1.1 jmcneill not limited to all images, photographs, animations, video, audio, 84 1.1 jmcneill music, text, and other information incorporated into the SOFTWARE), 85 1.1 jmcneill the accompanying printed materials, and any copies of the SOFTWARE, 86 1.1 jmcneill are owned by NVIDIA, or its suppliers. The SOFTWARE is protected 87 1.1 jmcneill by copyright laws and international treaty provisions. Accordingly, 88 1.1 jmcneill Customer is required to treat the SOFTWARE like any other copyrighted 89 1.1 jmcneill material, except as otherwise allowed pursuant to this LICENSE 90 1.1 jmcneill and that it may make one copy of the SOFTWARE solely for backup or 91 1.1 jmcneill archive purposes. 92 1.1 jmcneill 93 1.1 jmcneill 5. APPLICABLE LAW 94 1.1 jmcneill 95 1.1 jmcneill This agreement shall be deemed to have been made in, and shall be 96 1.1 jmcneill construed pursuant to, the laws of the State of California. 97 1.1 jmcneill 98 1.1 jmcneill 6. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY 99 1.1 jmcneill 100 1.1 jmcneill 6.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 101 1.1 jmcneill LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS 102 1.1 jmcneill DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT 103 1.1 jmcneill NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 104 1.1 jmcneill FOR A PARTICULAR PURPOSE. 105 1.1 jmcneill 106 1.1 jmcneill 6.2 No Liability for Consequential Damages. TO THE MAXIMUM 107 1.1 jmcneill EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR 108 1.1 jmcneill ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR 109 1.1 jmcneill CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, 110 1.1 jmcneill DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS 111 1.1 jmcneill OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT 112 1.1 jmcneill OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS 113 1.1 jmcneill BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 114 1.1 jmcneill 115 1.1 jmcneill 7. MISCELLANEOUS 116 1.1 jmcneill 117 1.1 jmcneill The United Nations Convention on Contracts for the International 118 1.1 jmcneill Sale of Goods is specifically disclaimed. If any provision of this 119 1.1 jmcneill LICENSE is inconsistent with, or cannot be fully enforced under, 120 1.1 jmcneill the law, such provision will be construed as limited to the extent 121 1.1 jmcneill necessary to be consistent with and fully enforceable under the law. 122 1.1 jmcneill This agreement is the final, complete and exclusive agreement between 123 1.1 jmcneill the parties relating to the subject matter hereof, and supersedes 124 1.1 jmcneill all prior or contemporaneous understandings and agreements relating 125 1.1 jmcneill to such subject matter, whether oral or written. Customer agrees 126 1.1 jmcneill that it will not ship, transfer or export the SOFTWARE into any 127 1.1 jmcneill country, or use the SOFTWARE in any manner, prohibited by the 128 1.1 jmcneill United States Bureau of Export Administration or any export laws, 129 1.1 jmcneill restrictions or regulations. This LICENSE may only be modified in 130 1.1 jmcneill writing signed by an authorized officer of NVIDIA. 131 1.1 jmcneill 132