1. LICENSE AGREEMENT FOR NVIDIA SOFTWARE DEVELOPMENT KITS
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Release Date: July 26, 2018
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IMPORTANT NOTICE—READ BEFORE DOWNLOADING, INSTALLING,
COPYING OR USING THE LICENSED SOFTWARE:
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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.


1.1. License


1.1.1. License 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:

  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
non-compliance 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 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.

  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 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.

  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. 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 relating to this SDK license. 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.


1.8. Glossary of Terms

Certain capitalized terms, if not otherwise defined elsewhere
in this SLA, shall have the meanings set forth below:

  1.

    “Affiliate” means any legal entity that Owns, is Owned
    by, or is commonly Owned with a party. “Own” means
    having more than 50% ownership or the right to direct the
    management of the entity.

  2.

    “AGREEMENT” means this SLA and all associated
    Supplements entered by the parties referencing this SLA.

  3.

    “Authorized Users” means your Enterprise individual
    employees and any of your Enterprise’s Contractors,
    subject to the terms of the “Enterprise and Contractors
    Usage” section.

  4.

    “Confidential Information” means the Licensed Software
    (unless made publicly available by NVIDIA without
    confidentiality obligations), and any NVIDIA business,
    marketing, pricing, research and development, know-how,
    technical, scientific, financial status, proposed new
    products or other information disclosed by NVIDIA to you
    which, at the time of disclosure, is designated in writing
    as confidential or proprietary (or like written
    designation), or orally identified as confidential or
    proprietary or is otherwise reasonably identifiable by
    parties exercising reasonable business judgment, as
    confidential. Confidential Information does not and will
    not include information that: (i) is or becomes generally
    known to the public through no fault of or breach of the
    AGREEMENT by the receiving party; (ii) is rightfully known
    by the receiving party at the time of disclosure without
    an obligation of confidentiality; (iii) is independently
    developed by the receiving party without use of the
    disclosing party’s Confidential Information; or (iv) is
    rightfully obtained by the receiving party from a third
    party without restriction on use or disclosure.

  5.

    “Contractor” means an individual who works primarily
    for your Enterprise on a contractor basis from your secure
    network.

  6.

    “Documentation” means the NVIDIA documentation made
    available for use with the Software, including (without
    limitation) user manuals, datasheets, operations
    instructions, installation guides, release notes and other
    materials provided to you under the AGREEMENT.

  7.

    “Enterprise” means you or any company or legal entity
    for which you accepted the terms of this SLA, and their
    subsidiaries of which your company or legal entity owns
    more than fifty percent (50%) of the issued and
    outstanding equity.

  8.

    “Feedback” means any and all suggestions, feature
    requests, comments or other feedback regarding the
    Licensed Software, including possible enhancements or
    modifications thereto.

  9.

    “Intellectual Property Rights” means all patent,
    copyright, trademark, trade secret, trade dress, trade
    names, utility models, mask work, moral rights, rights of
    attribution or integrity service marks, master recording
    and music publishing rights, performance rights,
    author’s rights, database rights, registered design
    rights and any applications for the protection or
    registration of these rights, or other intellectual or
    industrial property rights or proprietary rights,
    howsoever arising and in whatever media, whether now known
    or hereafter devised, whether or not registered,
    (including all claims and causes of action for
    infringement, misappropriation or violation and all rights
    in any registrations and renewals), worldwide and whether
    existing now or in the future.

  10.

    “Licensed Software” means Software, Documentation and
    all modifications owned by NVIDIA.

  11.

    “Open Source License” includes, without limitation, a
    software license that requires as a condition of use,
    modification, and/or distribution of such software that
    the Software be (i) disclosed or distributed in source
    code form; (ii) be licensed for the purpose of making
    derivative works; or (iii) be redistributable at no
    charge.

  12.

    “Order” means a purchase order issued by you, a signed
    purchase agreement with you, or other ordering document
    issued by you to NVIDIA or a NVIDIA authorized reseller
    (including any on-line acceptance process) that references
    and incorporates the AGREEMENT and is accepted by NVIDIA.

  13.

    “Software” means the NVIDIA software programs licensed
    to you under the AGREEMENT including, without limitation,
    libraries, sample code, utility programs and programming
    code.

  14.

    “Supplement” means the additional terms and conditions
    beyond those stated in this SLA that apply to certain
    Licensed Software licensed hereunder.