NVIDIA Driver License Agreement

IMPORTANT NOTICE - PLEASE READ AND AGREE BEFORE USING THE SOFTWARE.

This license agreement ("Agreement") is a legal agreement between you, whether
an individual or entity ("you") and NVIDIA Corporation ("NVIDIA") and governs
your use of the NVIDIA driver, and any additional software and materials
provided (the "SOFTWARE").

If you don't have the required age or authority to enter into this Agreement or
if you don't accept all the terms below, do not use the SOFTWARE.

You agree to use the SOFTWARE only for purposes that are permitted by this
Agreement and any applicable law or regulation in the relevant jurisdictions.

1. License.

1.1 Subject to the terms of this Agreement, NVIDIA grants you a non-exclusive,
revocable, non-transferable and non-sublicensable (except as expressly provided
in this Agreement) license to:

a. Install and use copies of the SOFTWARE,

b. Modify and create derivative works of any portion of the SOFTWARE delivered
by NVIDIA in source code format,

c. Deploy, for your own use, the SOFTWARE on infrastructure you own or lease,
and

d. Distribute the SOFTWARE provided for use with operating systems distributed
under the terms of an OSI-approved open source license as listed by the Open
Source Initiative at http://opensource.org, provided that (i) the binary files
thereof are not modified in any way (except for uncompressing of compressed
files) and (ii) this Agreement is provided to each SOFTWARE recipient.

2. Limitations.

The following license limitations apply to your use of the SOFTWARE:

2.1 The SOFTWARE is only licensed for use in conjunction with microprocessor(s),
SoCs, and GPUs which have been (i) designed by NVIDIA and/or its affiliates and
(ii) sold (directly or indirectly) by NVIDIA and/or its affiliates ("NVIDIA
Platform"). You may only use firmware in NVIDIA Platforms. You may not translate
firmware, nor cause or permit firmware to be translated, from the architecture
or language in which it is originally provided by NVIDIA, into any other
architecture or language.

2.2 You may not reverse engineer, decompile, or disassemble the SOFTWARE
provided in binary form, nor attempt in any other manner to obtain source code
of such SOFTWARE.

2.3 You may not modify or create derivative works of the SOFTWARE provided in
binary form.

2.4 You may not distribute any modified header files.

2.5 You may not change or remove copyright or other proprietary notices in the
SOFTWARE, or misrepresent the authorship of the SOFTWARE, and you must cause any
modified files to carry prominent notices stating that you changed the files
such that modifications are not misrepresented as an original SOFTWARE.

2.6 You may not bypass, disable, or circumvent any technical limitation,
encryption, security, digital rights management or authentication mechanism in
the SOFTWARE.

2.7 Except as expressly granted in this Agreement, you may not sell, rent,
sublicense, distribute or transfer the SOFTWARE or provide commercial hosting
services with the SOFTWARE.

2.8 You agree that GeForce or Titan SOFTWARE: (i) is licensed for use only on
GeForce or Titan hardware products you own, and (ii) is not licensed for
datacenter deployment.

2.9 You may not use the SOFTWARE in any manner that would cause it to become
subject to an open source software license, subject to the terms in the
"Components Under Other Licenses" section below.

2.10 You acknowledge that the SOFTWARE as delivered is not tested or certified
by NVIDIA for use in any system or application where the use of or failure of
such system or application developed with the SOFTWARE could result in injury,
death or catastrophic damage (each, a "Critical Application"). Examples of
Critical Applications include use in avionics, navigation, autonomous vehicle
applications, automotive products, military, medical, life support or other life
critical applications. NVIDIA will not be liable to you or any third party, in
whole or in part, for any claims or damages arising from these uses. You are
solely responsible for ensuring that systems and applications developed with the
SOFTWARE include sufficient safety and redundancy features, and comply with all
applicable legal and regulatory standards and requirements.

2.11 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 products or services that have been developed with
or use the SOFTWARE (including for use in or for Critical Applications), and for
use of the SOFTWARE outside of the scope of this Agreement or not in compliance
with its terms.

3. Authorized Users.

You may allow employees and contractors of your entity or of your
subsidiary(ies) to access and use the SOFTWARE from your secure network to
perform the work authorized by this Agreement 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 SOFTWARE as authorized by this
Agreement from your secure network.

You are responsible for the compliance with the terms of this Agreement by your
authorized users. Any act or omission that if committed by you would constitute
a breach of this Agreement will be deemed to constitute a breach of this
Agreement if committed by your authorized users.

4. Pre-Release SOFTWARE.

The SOFTWARE 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 and reliability
standards relative to commercial versions of NVIDIA software and materials.

You may use pre-release SOFTWARE at your own risk, understanding that
pre-release SOFTWARE is not intended for use in production or business-critical
systems and NVIDIA may choose not to make available a commercial version of any
pre-release SOFTWARE.

5. Support and Updates.

NVIDIA is not obligated to support any SOFTWARE, unless there is a separate
agreement for this purpose. NVIDIA may, at its option, make available patches,
workarounds or other updates to the SOFTWARE. Unless the updates are provided
with their separate governing terms, they are deemed part of the SOFTWARE
licensed to you as provided in this Agreement.

6. Components Under Other Licenses.

The SOFTWARE may include or be distributed with components provided with
separate legal notices or terms that accompany the components, such as open
source software licenses and other license terms ("Other Licenses"). The
components are subject to the applicable Other Licenses, including any
proprietary notices, disclaimers, requirements and extended use rights; except
that this Agreement will prevail regarding the use of third-party open source
software, unless a third-party open source software license requires its license
terms to prevail. Open source software license means any software, data or
documentation subject to any license identified as an open source license by the
Open Source Initiative (http://opensource.org), Free Software Foundation
(http://www.fsf.org) or other similar open source organization or listed by the
Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation
(http://www.spdx.org).

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 software and content, including, without limitation,
audio and/or video encoders and decoders and implementations of technical
standards. NVIDIA does not grant to you under this Agreement any necessary
patent or other rights, including standard essential patent rights, with respect
to any third-party software and content.

7. Termination.

This Agreement will automatically terminate without notice from NVIDIA if you
fail to comply with any of the terms in this Agreement or if you commence or
participate in any legal proceeding against NVIDIA with respect to the
SOFTWARE. Upon any termination, you must stop using and destroy all copies of
the SOFTWARE. You can terminate this Agreement whenever you want by stopping use
of the SOFTWARE and destroying all copies of the SOFTWARE. Your prior
distributions according to this Agreement are not affected by termination. All
provisions will survive termination, except for the licenses granted to you.

8. Ownership.

The SOFTWARE, including all intellectual property rights, is and will remain the
sole and exclusive property of NVIDIA or its licensors. Except as expressly
granted in this Agreement, (i) NVIDIA reserves all rights, interests, and
remedies in connection with the SOFTWARE, and (ii) no other license or right is
granted to you by implication, estoppel or otherwise. You agree to cooperate
with NVIDIA and provide reasonably requested information to verify your
compliance with this Agreement.

9. Feedback.

You may, but you are not obligated to, provide suggestions, requests, fixes,
modifications, enhancements, or other feedback regarding the SOFTWARE
(collectively, "Feedback"). Feedback, even if designated as confidential by you,
will not create any confidentiality obligation for NVIDIA or its affiliates. If
you provide Feedback, you grant NVIDIA, its affiliates and its designees a
non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free,
fully paid-up and transferable license, under your intellectual property rights,
to publicly perform, publicly display, reproduce, use, make, have made, sell,
offer for sale, distribute (through multiple tiers of distribution), import,
create derivative works of and otherwise commercialize and exploit the Feedback
at NVIDIA's discretion. You will not give Feedback (i) that you have reason to
believe is subject to any restriction that impairs the exercise of the grant
stated in this section; or (ii) subject to license terms which seek to require
any product incorporating or developed using such Feedback, or other
intellectual property of NVIDIA or its affiliates, to be licensed to or
otherwise shared with any third party.

10. Governing Law and Jurisdiction.

This Agreement will be governed in all respects by the laws of the United States
and the laws of the State of Delaware, without regard to conflict of laws
principles or the United Nations Convention on Contracts for the International
Sale of Goods. The state and federal courts residing in Santa Clara County,
California will have exclusive jurisdiction over any dispute or claim arising
out of or related to this Agreement, and the parties irrevocably consent to
personal jurisdiction and venue in those courts; except that either party may
apply for injunctive remedies or an equivalent type of urgent legal relief in
any jurisdiction.

11. Disclaimer of Warranties.

THE SOFTWARE IS PROVIDED BY NVIDIA AS-IS AND WITH ALL FAULTS. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA DISCLAIMS ALL WARRANTIES AND
REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO
OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES
OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
USAGE OF TRADE AND COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, NVIDIA
DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ANY DEFECTS
OR ERRORS WILL BE CORRECTED; THAT ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT
THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

In addition, you agree that you are solely responsible for maintaining
appropriate data backups and system restore points for systems that include the
SOFTWARE, 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 system (or any part of such
system) initiated through the SOFTWARE; or (b) installation of any SOFTWARE or
third party software patches through the NVIDIA update service.

NO INFORMATION OR ADVICE GIVEN BY NVIDIA WILL IN ANY WAY INCREASE THE SCOPE OF
ANY WARRANTY EXPRESSLY PROVIDED IN THIS AGREEMENT. You are responsible for
checking that a SOFTWARE version is the appropriate one for your NVIDIA product
model, operating system, and computer hardware.

12. Limitations of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NVIDIA BE
LIABLE FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, OR (II) DAMAGES FOR (A) THE COST OF PROCURING SUBSTITUTE GOODS, OR (B)
LOSS OF PROFITS, REVENUES, USE, DATA OR GOODWILL ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NVIDIA HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY'S REMEDIES FAIL THEIR
ESSENTIAL PURPOSE.

ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA'S TOTAL
CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR
CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE
U.S. DOLLARS (US$5).

13. Data Collection.

If you are using the SOFTWARE on a Windows operating system, you hereby
acknowledge that at the time of SOFTWARE installation, NVIDIA will access and
collect data to: (a) properly configure and optimize the system for use with the
SOFTWARE; (b) deliver content or service through SOFTWARE; and (c) improve
NVIDIA products and services. Information collected may include configuration
data such as GPU and CPU, and operating system.

The SOFTWARE may contain links to third party websites and services. NVIDIA
encourages you to review the privacy statements on those sites and services that
you choose to visit to understand how they may collect, use and share your
data. NVIDIA is not responsible for the privacy statements or practices of third
party sites or services.

Please review the NVIDIA Privacy Policy, located at
https://www.nvidia.com/en-us/about-nvidia/privacy-policy, which explains
NVIDIA's policy for collecting and using data.

14. Assignment.

NVIDIA may assign, delegate or transfer its rights or obligations under this
Agreement by any means or operation of law. You may not, without NVIDIA's prior
written consent, assign, delegate or transfer any of its rights or obligations
under this Agreement by any means or operation of law, and any attempt to do so
is null and void.

15. Trade Compliance.

You agree to comply with all applicable export, import, trade and economic
sanctions laws and regulations, including U.S. Export Administration
Regulations and Office of Foreign Assets Control regulations. These laws include
restrictions on destinations, end-users and end-use.

16. Government Use.

The SOFTWARE, including related documentation ("Protected Items") is a
"Commercial product" as this term is defined at 48 C.F.R. 2.101, consisting of
"commercial computer software" and "commercial computer software documentation"
as such terms are used in, respectively, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202
& 252.227- 7014(a)(1). Before any Protected Items are supplied to the
U.S. Government, you will (i) inform the U.S. Government in writing that the
Protected Items are and must be treated as commercial computer software and
commercial computer software documentation developed at private expense; (ii)
inform the U.S. Government that the Protected Items are provided subject to the
terms of this Agreement; and (iii) mark the Protected Items as commercial
computer software and commercial computer software documentation developed at
private expense. In no event will you permit the U.S. Government to acquire
rights in Protected Items beyond those specified in 48
C.F.R. 52.227-19(b)(1)-(2) or 252.227-7013(c) except as expressly approved by
NVIDIA in writing.

17. Notices.

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. If NVIDIA needs to contact you about the
SOFTWARE, you consent to receive the notices by email and that such notices will
satisfy any legal communication requirements.

18. Entire Agreement.

Regarding the subject matter of this Agreement, the parties agree that (i) this
Agreement constitutes the entire and exclusive agreement between the parties and
supersedes all prior and contemporaneous communications and (ii) any additional
or different terms or conditions, whether contained in purchase orders, order
acknowledgments, invoices or otherwise, will not be binding on the receiving
party and are null and void. This Agreement may only be modified in a writing
signed by an authorized representative of each party.

If a court of competent jurisdiction rules that a provision of this Agreement is
unenforceable, that provision will be deemed modified to the extent necessary to
make it enforceable and the remainder of this Agreement will continue in full
force and effect.

19. No Waiver.

No failure or delay by a party to enforce any Agreement term or obligation will
operate as a waiver by that party, or prevent the enforcement of such term or
obligation later.

20. Licensing.

For any questions regarding this Agreement, please contact NVIDIA at
driver-licensing@nvidia.com

(v. February 27, 2023)
