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Copyright: 2013-2017, NVIDIA CORPORATION
License: NVIDIA-Proprietary
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If you are receiving the VisionWorks toolkit under the NVIDIA prerelease license
agreement (also known as NPLA) or under the NVIDIA software license agreement
(previously known as the NVIDIA Tegra Software License Agreement), your use of
the VisionWorks toolkit is governed by such applicable terms and conditions. All
other uses of the VisionWorks toolkit are governed by the terms and conditions
of the below license agreement.
.
NVIDIA SOFTWARE LICENSE AGREEMENT
Release Date: October 20, 2016
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IMPORTANT – READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED
SOFTWARE
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This Software License Agreement ("SLA”), made and entered into as of the time
and date of click through action (“Effective Date”), is a legal agreement
between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA
computer software and the documentation made available for use with such NVIDIA
software. By downloading, installing, copying, or otherwise using the NVIDIA
software and/or documentation, you agree to be bound by the terms of this
SLA. If you do not agree to the terms of this SLA, do not download, install,
copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS
SLA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE
THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS SLA, IN WHICH CASE “YOU” WILL
MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T
ACCEPT ALL THE TERMS AND CONDITIONS OF THIS SLA, THEN NVIDIA DOES NOT AGREE TO
LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR
USE IT.
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1. LICENSE.
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1.1 License Grant. Subject to the terms of the AGREEMENT, NVIDIA
hereby grants you a non-exclusive, non-transferable license, without the right
to sublicense (except as expressly set forth in a Supplement), during the
applicable license term unless earlier terminated as provided below, to have
Authorized Users install and use the Software, including modifications (if
expressly permitted in a Supplement), in accordance with the Documentation. You
are only licensed to activate and use Licensed Software for which you a have a
valid license, even if during the download or installation you are presented
with other product options. No Orders are binding on NVIDIA until accepted by
NVIDIA. Your Orders are subject to the AGREEMENT.  SLA Supplements: Certain
Licensed Software licensed under this SLA may be subject to additional terms and
conditions that will be presented to you in a Supplement for acceptance prior to
the delivery of such Licensed Software under this SLA and the applicable
Supplement. Licensed Software will only be delivered to you upon your acceptance
of all applicable terms.
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1.2 Limited Purpose Licenses. If your license is provided for one of the
purposes indicated below, then notwithstanding contrary terms in Section 1.1 or
in a Supplement, such licenses are for internal use and do not include any right
or license to sublicense and distribute the Licensed Software or its output in
any way in any public release, however limited, and/or in any manner that
provides third parties with use of or access to the Licensed Software or its
functionality or output, including (but not limited to) external alpha or beta
testing or development phases. Further:
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(i) Evaluation License. You may use evaluation licenses solely for your internal
evaluation of the Licensed Software for broader adoption within your Enterprise
or in connection with a NVIDIA product purchase decision, and such licenses have
an expiration date as indicated by NVIDIA in its sole discretion (or ninety days
from the date of download if no other duration is indicated).
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(ii) Educational/Academic License. You may use educational/academic licenses
solely for educational purposes and all users must be enrolled or employed by an
academic institution. If you do not meet NVIDIA’s academic program requirements
for educational institutions, you have no rights under this license.
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(iii) Test/Development License. You may use test/development licenses solely for
your internal development, testing and/or debugging of your software
applications or for interoperability testing with the Licensed Software, and
such licenses have an expiration date as indicated by NVIDIA in its sole
discretion (or one year from the date of download if no other duration is
indicated).  NVIDIA Confidential Information under the AGREEMENT includes output
from Licensed Software developer tools identified as “Pro” versions, where the
output reveals functionality or performance data pertinent to NVIDIA hardware or
software products.
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1.3 Pre-Release Licenses. With respect to alpha, beta, preview, and other
pre-release Software and Documentation (“PreRelease Licensed Software”)
delivered to you under the AGREEMENT you acknowledge and agree that such
Pre-Release Licensed Software (i) 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 commercially
provided NVIDIA software and documentation, and (ii) use of such Pre-Release
Licensed Software may result in unexpected results, loss of data, project delays
or other unpredictable damage or loss. THEREFORE, PRE-RELEASE LICENSED SOFTWARE
IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION OR
BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a
commercial version of any Pre-Release Licensed Software and NVIDIA has the right
to abandon development of Pre-Release Licensed Software at any time without
liability.
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1.4 Enterprise and Contractor Usage. You may allow your Enterprise employees and
Contractors to access and use the Licensed Software pursuant to the terms of the
AGREEMENT solely to perform work on your behalf, provided further that with
respect to Contractors: (i) you obtain a written agreement from each Contractor
which contains terms and obligations with respect to access to and use of
Licensed Software no less protective of NVIDIA than those set forth in the
AGREEMENT, and (ii) such Contractor’s access and use expressly excludes any
sublicensing or distribution rights for the Licensed Software. You are
responsible for the compliance with the terms and conditions of the AGREEMENT by
your Enterprise and Contractors. Any act or omission that, if committed by you,
would constitute a breach of the AGREEMENT shall be deemed to constitute a
breach of the AGREEMENT if committed by your Enterprise or Contractors.
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1.5 Services. Except as expressly indicated in an Order, NVIDIA is under no
obligation to provide support for the Licensed Software or to provide any
patches, maintenance, updates or upgrades under the AGREEMENT. Unless patches,
maintenance, updates or upgrades are provided with their separate governing
terms and conditions, they constitute Licensed Software licensed to you under
the AGREEMENT.
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2. LIMITATIONS.
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2.1 License Restrictions. Except as expressly authorized in the AGREEMENT, you
agree that you will not (nor authorize third parties to): (i) copy and use
Software that was licensed to you for use in one or more NVIDIA hardware
products in other unlicensed products (provided that copies solely for backup
purposes are allowed); (ii) reverse engineer, decompile, disassemble (except to
the extent applicable laws specifically require that such activities be
permitted) or attempt to derive the source code, underlying ideas, algorithm or
structure of Software provided to you in object code form; (iii) sell, transfer,
assign, distribute, rent, loan, lease, sublicense or otherwise make available
the Licensed Software or its functionality to third parties (a) as an
application services provider or service bureau, (b) by operating hosted/virtual
system environments, (c) by hosting, time sharing or providing any other type of
services, or (d) otherwise by means of the internet; (iv) modify, translate or
otherwise create any derivative works of any Licensed Software; (v) remove,
alter, cover or obscure any proprietary notice that appears on or with the
Licensed Software or any copies thereof; (vi) use the Licensed Software, or
allow its use, transfer, transmission or export in violation of any applicable
export control laws, rules or regulations; (vii) distribute, permit access to,
or sublicense the Licensed Software as a stand-alone product; (viii) bypass,
disable, circumvent or remove any form of copy protection, encryption, security
or digital rights management or authentication mechanism used by NVIDIA in
connection with the Licensed Software, or use the Licensed Software together
with any authorization code, serial number, or other copy protection device not
supplied by NVIDIA directly or through an authorized reseller; (ix) use the
Licensed Software for the purpose of developing competing products or
technologies or assisting a third party in such activities; (x) use the Licensed
Software with any system or application where the use or failure of such system
or application can reasonably be expected to threaten or result in personal
injury, death, or catastrophic loss including, without limitation, use in
connection with any nuclear, avionics, navigation, military, medical, life
support or other life critical application (“Critical Applications”), unless the
parties have entered into a Critical Applications agreement; (xi) distribute any
modification or derivative work you make to the Licensed Software under or by
reference to the same name as used by NVIDIA; or (xii) use the Licensed Software
in any manner that would cause the Licensed Software to become subject to an
Open Source License. Nothing in the AGREEMENT shall be construed to give you a
right to use, or otherwise obtain access to, any source code from which the
Software or any portion thereof is compiled or interpreted. You acknowledge that
NVIDIA does not design, test, manufacture or certify the Licensed Software for
use in the context of a Critical Application 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 use. 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 you and your Enterprise, and their
respective employees, contractors, agents, distributors, resellers, end users,
officers and directors use of Licensed Software outside of the scope of the
AGREEMENT or any other breach of the terms of the AGREEMENT.
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2.2 Third Party License Obligations. You acknowledge and agree that the Licensed
Software may include or incorporate third party technology (collectively “Third
Party Components”), which is provided for use in or with the Software and not
otherwise used separately. If the Licensed Software includes or incorporates
Third Party Components, then the third-party pass-through terms and conditions
(“Third Party Terms”) for the particular Third Party Component will be bundled
with the Software or otherwise made available online as indicated by NVIDIA and
will be incorporated by reference into the AGREEMENT. In the event of any
conflict between the terms in the AGREEMENT and the Third Party Terms, the Third
Party Terms shall govern. Copyright to Third Party Components are held by the
copyright holders indicated in the copyright notices indicated in the Third
Party Terms.  Audio/Video Encoders and Decoders. You acknowledge and agree that
it is your sole responsibility to obtain any additional third party licenses
required to make, have made, use, have used, sell, import, and offer for sale
your products or services that include or incorporate any Third Party Components
and content relating to audio and/or video encoders and decoders from, including
but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA,
and Coding Technologies as NVIDIA does not grant to you under the AGREEMENT any
necessary patent or other rights with respect to audio and/or video encoders and
decoders.
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2.3 Limited Rights. Your rights in the Licensed Software are limited to those
expressly granted under the AGREEMENT and no other licenses are granted whether
by implication, estoppel or otherwise. NVIDIA reserves all rights, title and
interest in and to the Licensed Software not expressly granted under the
AGREEMENT.
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3. CONFIDENTIALITY. Neither party will use the other party’s Confidential
Information, except as necessary for the performance of the AGREEMENT, nor will
either party disclose such Confidential Information to any third party, except
to personnel of NVIDIA and its Affiliates, you, your Enterprise, your Enterprise
Contractors, and each party’s legal and financial advisors that have a need to
know such Confidential Information for the performance of the AGREEMENT,
provided that each such personnel, employee and Contractor is subject to a
written agreement that includes confidentiality obligations consistent with
those set forth herein. Each party will use all reasonable efforts to maintain
the confidentiality of all of the other party’s Confidential Information in its
possession or control, but in no event less than the efforts that it ordinarily
uses with respect to its own Confidential Information of similar nature and
importance. The foregoing obligations will not restrict either party from
disclosing the other party’s Confidential Information or the terms and
conditions of the AGREEMENT as required under applicable securities regulations
or pursuant to the order or requirement of a court, administrative agency, or
other governmental body, provided that the party required to make such
disclosure (i) gives reasonable notice to the other party to enable it to
contest such order or requirement prior to its disclosure (whether through
protective orders or otherwise), (ii) uses reasonable effort to obtain
confidential treatment or similar protection to the fullest extent possible to
avoid such public disclosure, and (iii) discloses only the minimum amount of
information necessary to comply with such requirements.
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4. OWNERSHIP. You are not obligated to disclose to NVIDIA any modifications that
you, your Enterprise or your Contractors make to the Licensed Software as
permitted under the AGREEMENT. As between the parties, all modifications are
owned by NVIDIA and licensed to you under the AGREEMENT unless otherwise
expressly provided in a Supplement. The Licensed Software and all modifications
owned by NVIDIA, and the respective Intellectual Property Rights therein, are
and will remain the sole and exclusive property of NVIDIA or its licensors,
whether the Licensed Software is separate from or combined with any other
products or materials. You shall not engage in any act or omission that would
impair NVIDIA’s and/or its licensors’ Intellectual Property Rights in the
Licensed Software or any other materials, information, processes or subject
matter proprietary to NVIDIA. NVIDIA’s licensors are intended third party
beneficiaries with the right to enforce provisions of the AGREEMENT with respect
to their Confidential Information and/or Intellectual Property Rights.
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5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However,
NVIDIA and/or its Affiliates may use and include any Feedback that you provide
to improve the Licensed Software or other NVIDIA products, technologies or
materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or
its Affiliates, at their option, may, and may permit their licensees, to make,
have made, use, have used, reproduce, license, distribute and otherwise
commercialize the Feedback in the Licensed Software or in other NVIDIA products,
technologies or materials without the payment of any royalties or fees to
you. All Feedback becomes the sole property of NVIDIA and may be used in any
manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title
and interest in and to any Feedback. NVIDIA has no obligation to respond to
Feedback or to incorporate Feedback into the Licensed Software.
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6. NO WARRANTIES. THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION
AND/OR SERVICES ARE PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS,” AND NVIDIA
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY
WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE
BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT
WARRANT THAT THE LICENSED SOFTWARE OR ANY OTHER CONFIDENTIAL INFORMATION AND/OR
SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT WILL MEET YOUR REQUIREMENTS OR
THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL
ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA’S OBLIGATIONS UNDER THE
AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY.  Nothing in this warranty section
affects any statutory rights of consumers or other recipients to the extent that
they cannot be waived or limited by contract under applicable law.
.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR
ITS LICENSORS 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 THE AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE
AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER
THE AGREEMENT, 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
TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THE AGREEMENT EXCEED THE NET
AMOUNTS RECEIVED BY NVIDIA FOR YOUR USE OF THE PARTICULAR LICENSED SOFTWARE
DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if
you acquired the Licensed Software for no charge). THE NATURE OF THE LIABILITY,
THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE
THAT ACCEPTED THE TERMS OF THE AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS
LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and
limitations of liability set forth in the AGREEMENT form an essential basis of
the bargain between the parties, and, absent any such disclaimers, exclusions or
limitations of liability, the provisions of the AGREEMENT, including, without
limitation, the economic terms, would be substantially different.
.
8. TERM AND TERMINATION.
.
8.1 AGREEMENT, Licenses and Services. This SLA shall become effective upon the
Effective Date, each Supplement upon their acceptance, and both this SLA and
Supplements shall continue in effect until your last access or use of the
Licensed Software and/or services hereunder, unless earlier terminated as
provided in this “Term and Termination” section. Each Licensed Software license
ends at the earlier of (a) the expiration of the applicable license term, or (b)
termination of such license or the AGREEMENT. Each service ends at the earlier
of (x) the expiration of the applicable service term, (y) termination of such
service or the AGREEMENT, or (z) expiration or termination of the associated
license and no credit or refund will be provided upon the expiration or
termination of the associated license for any service fees paid.  8.2
Termination and Effect of Expiration or Termination. NVIDIA may terminate the
AGREEMENT in whole or in part: (i) if you breach any term of the AGREEMENT and
fail to cure such breach within thirty (30) days following notice thereof from
NVIDIA (or immediately if you violate NVIDIA’s Intellectual Property Rights);
(ii) if you become the subject of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, if that petition or proceeding is
not dismissed with prejudice within sixty (60) days after filing, or if you
cease to do business; or (iii) if you commence or participate in any legal
proceeding against NVIDIA, with respect to the Licensed Software that is the
subject of the proceeding during the pendency of such legal proceeding. If you
or your authorized NVIDIA reseller fail to pay license fees or service fees when
due then NVIDIA may, in its sole discretion, suspend or terminate your license
grants, services and any other rights provided under the AGREEMENT for the
affected Licensed Software, in addition to any other remedies NVIDIA may have at
law or equity. Upon any expiration or termination of the AGREEMENT, a license or
a service provided hereunder, (a) any amounts owed to NVIDIA become immediately
due and payable, (b) you must promptly discontinue use of the affected Licensed
Software and/or service, and (c) you must promptly destroy or return to NVIDIA
all copies of the affected Licensed Software and all portions thereof in your
possession or control, and each party will promptly destroy or return to the
other all of the other party’s Confidential Information within its possession or
control. Upon written request, you will certify in writing that you have
complied with your obligations under this section. Upon expiration or
termination of the AGREEMENT all provisions survive except for the license grant
provisions.
.
9. CONSENT TO COLLECTION AND USE OF INFORMATION.  You hereby agree and
acknowledge that the Software may access and collect non-personally identifiable
information about your Enterprise computer systems in order to properly optimize
such systems for use with the Software. To the extent that you use the Software,
you hereby consent to all of the foregoing, and represent and warrant that you
have the right to grant such consent. In addition, you agree that you are solely
responsible for maintaining appropriate data backups and system restore points
for your Enterprise systems, and that NVIDIA will have no responsibility for any
damage or loss to such systems (including loss of data or access) arising from
or relating to (a) any changes to the configuration, application settings,
environment variables, registry, drivers, BIOS, or other attributes of the
systems (or any part of such systems) initiated through the Software; or (b)
installation of any Software or third party software patches initiated through
the Software. In certain systems you may change your system update preferences
by unchecking "Automatically check for updates" in the "Preferences" tab of the
control panel for the Software.  In connection with the receipt of the Licensed
Software or services you may receive access to links to third party websites and
services and the availability of those links does not imply any endorsement by
NVIDIA. NVIDIA encourages you to review the privacy statements on those sites
and services that you choose to visit so that you can understand how they may
collect, use and share personal information of individuals. NVIDIA is not
responsible or liable for: (i) the availability or accuracy of such links; or
(ii) the products, services or information available on or through such links;
or (iii) the privacy statements or practices of sites and services controlled by
other companies or organizations.  To the extent that you or members of your
Enterprise provide to NVIDIA during registration or otherwise personal
information, you acknowledge that such information will be collected, used and
disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL
http://www.nvidia.com/object/privacy_policy.html.
.
10. GENERAL.  This SLA, any Supplements incorporated hereto, and Orders
constitute the entire agreement of the parties with respect to the subject
matter hereto and supersede all prior negotiations, conversations, or
discussions between the parties relating to the subject matter hereto, oral or
written, and all past dealings or industry custom. Any additional and/or
conflicting terms and conditions on purchase order(s) or any other documents
issued by you are null, void, and invalid. Any amendment or waiver under the
AGREEMENT must be in writing and signed by representatives of both parties.  The
AGREEMENT and the rights and obligations thereunder may not be assigned by you,
in whole or in part, including by merger, consolidation, dissolution, operation
of law, or any other manner, without written consent of NVIDIA, and any
purported assignment in violation of this provision shall be void and of no
effect. NVIDIA may assign, delegate or transfer the AGREEMENT and its rights and
obligations hereunder, and if to a non-Affiliate you will be notified.  Each
party acknowledges and agrees that the other is an independent contractor in the
performance of the AGREEMENT, and each party is solely responsible for all of
its employees, agents, contractors, and labor costs and expenses arising in
connection therewith.  The parties are not partners, joint ventures or otherwise
affiliated, and neither has any authority to make any statements,
representations or commitments of any kind to bind the other party without prior
written consent.  Neither party will be responsible for any failure or delay in
its performance under the AGREEMENT (except for any payment obligations) to the
extent due to causes beyond its reasonable control for so long as such force
majeure event continues in effect.  The AGREEMENT will be governed by and
construed under the laws of the State of Delaware and the United States without
regard to the conflicts of law provisions thereof and without regard to the
United Nations Convention on Contracts for the International Sale of Goods. The
parties consent to the personal jurisdiction of the federal and state courts
located in Santa Clara County, California. You acknowledge and agree that a
breach of any of your promises or agreements contained in the AGREEMENT may
result in irreparable and continuing injury to NVIDIA for which monetary damages
may not be an adequate remedy and therefore NVIDIA is entitled to seek
injunctive relief as well as such other and further relief as may be
appropriate. If any court of competent jurisdiction determines that any
provision of the AGREEMENT is illegal, invalid or unenforceable, the remaining
provisions will remain in full force and effect. Unless otherwise specified,
remedies are cumulative.  The Licensed Software 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 set forth in the
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, 2701 San Tomas
Expressway, Santa Clara, CA 95050.  You acknowledge that the Licensed Software
described under the AGREEMENT is subject to export control under the U.S. Export
Administration Regulations (EAR) and economic sanctions regulations administered
by the U.S. Department of Treasury’s Office of Foreign Assets Control
(OFAC). Therefore, you may not export, reexport or transfer in-country the
Licensed Software without first obtaining any license or other approval that may
be required by BIS and/or OFAC. You are responsible for any violation of the
U.S. or other applicable export control or economic sanctions laws, regulations
and requirements related to the Licensed Software. By accepting this SLA, 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 Licensed Software.  Any notice delivered by NVIDIA to you under the
AGREEMENT will be delivered via mail, email or fax. Please direct your legal
notices or other correspondence to NVIDIA Corporation, 2701 San Tomas
Expressway, Santa Clara, California 95050, United States of America, Attention:
Legal Department.
.
GLOSSARY OF TERMS
.
Certain capitalized terms, if not otherwise defined elsewhere in this SLA, shall
have the meanings set forth below: a. “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.
b. “AGREEMENT” means this SLA and all associated Supplements entered by the
parties referencing this SLA.  c. “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.  d. “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.  e. “Contractor” means an
individual who works primarily for your Enterprise on a contractor basis from
your secure network.  f. “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.  g. “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.  h. “Feedback” means
any and all suggestions, feature requests, comments or other feedback regarding
the Licensed Software, including possible enhancements or modifications thereto.
i. “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.  j. “Licensed Software” means Software, Documentation and all
modifications owned by NVIDIA.  k. “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.
l. “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.  m. “Software” means
the NVIDIA software programs licensed to you under the AGREEMENT including,
without limitation, libraries, sample code, utility programs and programming
code.  n. “Supplement” means the additional terms and conditions beyond those
stated in this SLA that apply to certain Licensed Software licensed hereunder.
.
VISIONWORKS SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT
.
Release date: April 25, 2017
.
The terms set forth in this VisionWorks Supplement (“Supplement”) govern your
use of the NVIDIA VisionWorks toolkit (the “VisionWorks Licensed Software”)
under the terms of your software license agreement (“SLA”) as modified by this
Supplement. This Supplement is an exhibit to the SLA and is hereby incorporated
as an integral part thereto. Capitalized terms used but not defined herein shall
have the meaning assigned to them in the SLA. In the event of conflict between
the terms in this Supplement and the terms in the SLA, this Supplement shall
control.
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1. SAMPLE SOURCE CODE MODIFICATION, OWNERSHIP AND DISTRIBUTION. Subject to the
terms of the SLA and this Supplement, NVIDIA hereby grants you a non-exclusive,
non-transferable license, without the right to sublicense, during the applicable
license term unless earlier terminated pursuant to the SLA, to have Authorized
Users modify and create derivative works of VisionWorks Licensed Software that
constitutes sample source code, when provided to you by NVIDIA in source code
form. You hold all rights, title and interest in and to your modifications and
derivative works of the sample source code software that you create as permitted
hereunder (collective, Derivatives”), subject to NVIDIA’s underlying
Intellectual Property Rights in and to the VisionWorks Licensed Software;
provided, however that you grant NVIDIA and its Affiliates an irrevocable,
perpetual, nonexclusive, worldwide, royalty-free paid-up license to make, have
made, use, have used, reproduce, license, distribute, sublicense, transfer and
otherwise commercialize Derivatives including (without limitation) with the
VisionWorks Licensed Software or other NVIDIA products, technologies or
materials. You may distribute the sample source code as delivered by NVIDIA
and/or your Derivatives, provided that all NVIDIA copyright notices and
trademarks are maintained and used properly and the sample source code includes
the following notice: “This software contains source code provided by NVIDIA
Corporation.”
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2. VISIONWORKS DISTRIBUTION. Subject to the terms of the SLA and this
Supplement, NVIDIA hereby grants you a non-exclusive, non-transferable license
during the applicable license term unless earlier terminated pursuant to the
SLA, to distribute the libraries when delivered to you as part of the
VisionWorks Licensed Software in source code form or binary form (but not when
provided to you as part of a hardware product), subject to the following: such
distribution is solely in binary form to your licensees (“Customers”) only as a
component of your own software products having additional material functionality
beyond the VisionWorks Licensed Software (each, a “Licensee Application"), and
each Licensee Application is intended solely for use on Jetson development kits
or Jetson modules and running Linux for Tegra software. Subject to the terms and
conditions of the SLA and this Supplement, you may further authorize Customers
to redistribute the libraries as incorporated into a Licensee Application,
solely in binary form, provided, however, that you shall require in your
agreements with your Customers that their distributions be on terms at least as
restrictive as those applicable for your use of such VisionWorks Licensed
Software within a Licensee Application. The expiration or termination of your
licenses to the above described VisionWorks Licensed Software under the SLA and
this Supplement will not affect rights previously granted by you to recipients
that were in compliance with the SLA and this Supplement.  In addition to the
rights above, for parties that are developing software intended solely for use
on Jetson development kits or Jetson modules and running Linux for Tegra
software the following shall apply: VisionWorks Licensed Software licensed
hereunder may be distributed in its entirety, as provided by NVIDIA and without
separation of its components, for you and/or your licensees to create software
development kits for use only on the Jetson platform and running Linux for Tegra
software. You shall require in your agreements with your licensees that their
distributions be on terms at least as restrictive as those applicable for your
distribution of VisionWorks Licensed Software as described in this Section 2.
The above is subject to the following: (a) all distributions by you or your
distribution channels must be consistent with the terms of the AGREEMENT; (b)
the distributed Licensed Software must include valid copyright notices
indicating NVIDIA’s ownership of the Licensed Software and (if permitted)
modifications; and (c) you must enter into enforceable agreements that pass down
terms consistent with the terms set forth in the AGREEMENT for use of the
distributable Licensed Software, including (without limitation) terms relating
to the license grant and license restrictions, confidentiality and protection of
NVIDIA’s Intellectual Property Rights in and to the Licensed Software. You are
liable for the distribution and use of VisionWorks Licensed Software if you
failed to comply with the distribution requirements of this Supplement. You
agree to notify NVIDIA in writing of any known or suspected distribution or use
of the VisionWorks Licensed Software not in compliance with the terms of the
AGREEMENT, and to enforce the terms of your agreements with respect to
VisionWorks Licensed Software you distributed.
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3. LICENSE DURATION. Each VisionWorks Licensed Software is licensed to you for
an initial duration of two years starting from the date of delivery or
download. The licenses granted will automatically renew for successive one year
periods, provided that NVIDIA reserves the right to terminate licenses upon
ninety days (90) days written notice to you prior to the commencement of a
renewal year in addition to the termination rights set forth in the SLA.
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4. AUDIT. During the term of the AGREEMENT and for three (3) years thereafter,
you will maintain all usual and proper books and records of account relating to
the VisionWorks Licensed Software provided under the AGREEMENT. During such
period and upon written notice to you, NVIDIA or its authorized third party
auditors subject to confidentiality obligations will have the right to inspect
and audit your Enterprise books and records for the purpose of confirming
compliance with the terms of the AGREEMENT. Any such inspection and audit will
be conducted during regular business hours and no more frequently than annually
unless non-compliance was previously found. If such an inspection and audit
reveals a material non-conformance with the terms of the AGREEMENT, then you
will pay NVIDIA’s reasonable costs of conducting the inspection and
audit. Further, you agree that the party delivering the VisionWorks Licensed
Software to you may collect and disclose to NVIDIA information for NVIDIA to
verify your compliance with the terms of the AGREEMENT including (without
limitation) information regarding your use of the VisionWorks Licensed Software.
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5. EXPIRATION OF TERMINATION OF THIS SUPPLEMENT. Your failure to comply with the
terms of this Supplement is ground for termination for breach by NVIDIA under
the SLA. This Supplement will automatically expire or terminate upon the
expiration or termination of your rights to VisionWorks Licensed Software under
the SLA or this Supplement.