NVIDIA RTX SDKs License (12Apr2021).txt

NVIDIA RTX SDKs LICENSE

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA")
and governs the use of the NVIDIA RTX software development kits, including the
DLSS SDK, NGX SDK, RTXGI SDK, RTXDI SDK and/or NRD SDK, if and when made
available to you under this license (in each case, the "SDK"). This license can
be accepted only by an adult of legal age of majority in the country in which
the SDK is used. If you are under the legal age of majority, you must ask your
parent or legal guardian to consent to this license. If you are entering this
license on behalf of a company or other legal entity, you represent that you
have legal authority and "you" will mean the entity you represent. By using the
SDK, you affirm that you have reached the legal age of majority, you accept the
terms of this license, and you take legal and financial responsibility for the
actions of your permitted users. 

You agree to use the SDK only for purposes that are permitted by (a) this
license, and (b) any applicable law, regulation or generally accepted practices
or guidelines in the relevant jurisdictions.

1. LICENSE. Subject to the terms of this license and the terms in the supplement
attached, NVIDIA hereby grants you a non-exclusive, non-transferable license,
without the right to sublicense (except as expressly provided in this license)
to: 

(a) Install and use the SDK,

(b) Modify and create derivative works of sample source code delivered in the
SDK, and

(c) Distribute any software and materials within the SDK, other than developer
tools provided for your internal use, as incorporated in object code format into
a software application subject to the distribution requirements indicated in
this license.

2. DISTRIBUTION REQUIREMENTS. These are the distribution requirements for you to
exercise the grants above:

(a) An application must have material additional functionality, beyond the
included portions of the SDK. 

(b) The following notice shall be included in modifications and derivative works
of source code distributed: "This software contains source code provided by
NVIDIA Corporation." 

(c) You agree to distribute the SDK subject to the terms at least as protective
as the terms of this license, including (without limitation) terms relating to
the license grant, 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. 

(d) 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 license, and
to enforce the terms of your agreements with respect to the distributed portions
of the SDK. 

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 license by your authorized users. 

4. LIMITATIONS. Your license to use the SDK is restricted as follows:

(a) 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. 

(b) Except as expressly provided in this license, 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.

(c) 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.

(d) You may not bypass, disable, or circumvent any technical limitation,
encryption, security, digital rights management or authentication mechanism in
the SDK. 

(e) 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: (i)
disclosed or distributed in source code form; (ii) licensed for the purpose of
making derivative works; or (iii) redistributable at no charge.

(f) 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 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. 

(g) 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
license, or not in compliance with its terms. 

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 license. 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.

6. PRE-RELEASE VERSIONS. SDK versions identified as alpha, beta, preview, early
access or otherwise as pre-release may not be fully functional, may contain
errors or design flaws, and may have reduced or different security, privacy,
availability, and reliability standards relative to commercial versions of
NVIDIA software and materials. You may use a pre-release SDK version at your own
risk, understanding that these versions 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.

7. THIRD-PARTY COMPONENTS. The SDK may include third-party components with
separate legal notices or terms as may be described in proprietary notices
accompanying the SDK. If and to the extent there is a conflict between the terms
in this license and the third-party license terms, the third-party terms control
only to the extent necessary to resolve the conflict. 

8. OWNERSHIP. 

8.1 NVIDIA reserves all rights, title and interest in and to the SDK not
expressly granted to you under this license. NVIDIA and its suppliers hold all
rights, title and interest in and to the SDK, including their respective
intellectual property rights. The SDK is copyrighted and protected by the laws
of the United States and other countries, and international treaty provisions.

8.2 Subject to the rights of NVIDIA and its suppliers in the SDK, 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. 
 
9. FEEDBACK. You may, but are not obligated to, provide Feedback to NVIDIA.
"Feedback" means all suggestions, fixes, modifications, feature requests or
other feedback regarding the SDK. Feedback, even if designated as confidential
by you, shall not create any confidentiality obligation for NVIDIA. NVIDIA and
its designees have a perpetual, non-exclusive, worldwide, irrevocable license to
use, reproduce, publicly display, modify, create derivative works of, license,
sublicense, and otherwise distribute and exploit Feedback as NVIDIA sees fit
without payment and without obligation or restriction of any kind on account of
intellectual property rights or otherwise.

10. NO WARRANTIES. THE SDK IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF
ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT THE SDK WILL MEET YOUR
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE,
OR THAT ALL ERRORS WILL BE CORRECTED. 

11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, PROJECT DELAYS, 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 LICENSE 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, EVEN IF NVIDIA
HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA'S AND ITS AFFILIATES TOTAL
CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE
NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR
EXTEND THIS LIMIT. 

12. TERMINATION. Your rights under this license will terminate automatically
without notice from NVIDIA if you fail to comply with any term and condition of
this license or if you commence or participate in any legal proceeding against
NVIDIA with respect to the SDK. NVIDIA may terminate this license with advance
written notice to you, if 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. Upon any termination of this license, 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 license are not affected by the
termination of this license. All provisions of this license will survive
termination, except for the license granted to you. 

13. APPLICABLE LAW. This license will be governed in all respects by the laws of
the United States and of the State of Delaware, 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 license 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 license. Notwithstanding this, you agree
that NVIDIA shall still be allowed to apply for injunctive remedies or urgent
legal relief in any jurisdiction. 

14. NO ASSIGNMENT. This license and your rights and obligations thereunder may
not be assigned by you by any means or operation of law without NVIDIA's
permission. Any attempted assignment not approved by NVIDIA in writing shall be
void and of no effect. NVIDIA may assign, delegate or transfer this license and
its rights and obligations, and if to a non-affiliate you will be notified.
 
15. EXPORT. The SDK is subject to United States export laws and regulations. You
agree to comply with all applicable U.S. and international export laws,
including the Export Administration Regulations (EAR) administered by the U.S.
Department of Commerce and economic sanctions administered by the U.S.
Department of Treasury's Office of Foreign Assets Control (OFAC). These laws
include restrictions on destinations, end-users and end-use. By accepting this
license, you confirm that you are not currently residing in a country or region
currently embargoed by the U.S. and that you are not otherwise prohibited from
receiving the SDK.

16. GOVERNMENT USE. The SDK is, and shall be treated as being, "Commercial
Items" as that term is defined at 48 CFR § 2.101, consisting of "commercial
computer software" and "commercial computer software documentation",
respectively, as such terms are used in, respectively, 48 CFR § 12.212 and 48
CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S.
Government or a U.S. Government subcontractor is subject to the restrictions in
this license pursuant to 48 CFR § 12.212 or 48 CFR § 227.7202. In no event shall
the US Government user acquire rights in the SDK beyond those specified in 48
C.F.R. 52.227-19(b)(1)-(2). 

17. NOTICES. You agree that any notices that NVIDIA sends you electronically,
such as via email, 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.

18. ENTIRE AGREEMENT. This license is the final, complete and exclusive
agreement between the parties relating to the subject matter of this license and
supersedes all prior or contemporaneous understandings and agreements relating
to this subject matter, whether oral or written. If any court of competent
jurisdiction determines that any provision of this license is illegal, invalid
or unenforceable, the remaining provisions will remain in full force and effect.
Any amendment or waiver under this license shall be in writing and signed by
representatives of both parties.

19. LICENSING. If the distribution terms in this license are not suitable for
your organization, or for any questions regarding this license, please contact
NVIDIA at nvidia-rtx-license-questions@nvidia.com.

(v. April 12, 2021)



NVIDIA RTX SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT FOR NVIDIA SOFTWARE
DEVELOPMENT KITS

The terms in this supplement govern your use of the NVIDIA RTX SDKs, including
the DLSS SDK, NGX SDK, RTXGI SDK, RTXDI SDK and/or NRD SDK, if and when made
available to you (in each case, the "SDK") under the terms of your license
agreement ("Agreement") as modified by this supplement. Capitalized terms used
but not defined below have the meaning assigned to them in the Agreement.

This supplement is an exhibit to the Agreement and is incorporated as an
integral part of the Agreement. In the event of conflict between the terms in
this supplement and the terms in the Agreement, the terms in this supplement
govern. 

1. Interoperability. Your applications that incorporate, or are based on, the
SDK must be fully interoperable with compatible GPU hardware products designed
by NVIDIA or its affiliates. Further, the DLSS SDK and NGX SDK are licensed for
you to develop applications only for their use in systems with NVIDIA GPUs.

2. Limitations for the DLSS SDK and NGX SDK. Your applications that incorporate,
or are based on, the DLSS SDK or NGX SDK may be deployed in a cloud service that
runs on systems that consume NVIDIA vGPU software, and any other cloud service
use of such SDKs or their functionality is outside of the scope of the
Agreement. For the purpose of this section, cloud services include application
service providers or service bureaus, operators of hosted/virtual system
environments, or hosting, time sharing or providing any other type of service to
others. 

3. Notification for the DLSS SDK and NGX SDK. You are required to notify NVIDIA
prior to commercial release of an application (including a plug-in to a
commercial application) that incorporates, or is based on, the DLSS SDK or NGX
SDK. Please send notifications to: https://developer.nvidia.com/sw-notification
and provide the following information in the email: company name, publisher and
developer name, NVIDIA SDK used, application name, platform (i.e. PC, Linux),
scheduled ship date, and weblink to product/video. 

4. Audio and 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 software 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. NVIDIA does not grant to you under this Agreement any
necessary patent or other rights with respect to any audio and/or video encoders
and decoders. 

5. DLSS SDK Terms. By installing or using the DLSS SDK you agree that NVIDIA can
make over-the-air updates of DLSS in systems that have DLSS installed, including
(without limitation) for quality, stability or performance improvements or to
support new hardware. If you publicly release a DLSS integration in an end user
game or application that presents material stability, performance, image
quality, or other technical issues impacting the user experience, you will work
to quickly address the integration issues. In the case issues are not addressed,
NVIDIA reserves the right, as a last resort, to temporarily disable the DLSS
integration until the issues can be fixed.

6. Marketing.

6.1 Marketing Activities. Your license to the SDK(s) under the Agreement is
subject to your compliance with the following marketing terms:

(a) Identification by You in the DLSS SDK or NGX SDK. During the term of the
Agreement, NVIDIA agrees that you may identify NVIDIA on your websites, printed
collateral, trade-show displays and other retail packaging materials, as the
supplier of the DLSS SDK or NGX SDK for the applications that were developed
with use of such SDKs, provided that all such references to NVIDIA will be
subject to NVIDIA's prior review and written approval, which will not be
unreasonably withheld or delayed. 

(b) NVIDIA Trademark Placement in Applications with the DLSS SDK or NGX SDK. 
For applications that incorporate the DLSS SDK or NGX SDK or portions thereof,
you must attribute the use of the applicable SDK and include the NVIDIA Marks
on splash screens, in the about box of the application (if present), and in
credits for game applications.

(c) NVIDIA Trademark Placement in Applications with a licensed SDK, other than
the DLSS SDK or NGX SDK. For applications that incorporates and/or makes use of
a licensed SDK, other than the DLSS SDK or NGX SDK, you must attribute the use
of the applicable SDK and include the NVIDIA Marks on the credit screen for
applications that have such credit screen, or where a credit screen is not
present prominently in end user documentation for the application. d)
Identification by NVIDIA in the DLSS SDK or NGX SDK. You agree that NVIDIA may
identify you on NVIDIA's websites, printed collateral, trade-show displays, and
other retail packaging materials as an individual or entity that produces
products and services which incorporate the DLSS SDK or NGX SDK as applicable.
To the extent that you provide NVIDIA with input or usage requests with regard
to the use of your logo or materials, NVIDIA will use commercially reasonable
efforts to comply with such requests. For the avoidance of doubt, NVIDIA's
rights pursuant to this section shall survive any expiration or termination of
the Agreement with respect to existing applications which incorporate the DLSS
SDK or NGX SDK.

(e) Applications Marketing Material in the DLSS SDK or NGX SDK. You may provide
NVIDIA with screenshots, imagery, and video footage of applications
representative of your use of the NVIDIA DLSS SDK or NGX SDKs in your
application (collectively, "Assets"). You hereby grant to NVIDIA the right to
create and display self-promotional demo materials using the Assets, and after
release of the application to the public to distribute, sub-license, and use
the Assets to promote and market the NVIDIA RTX SDKs. To the extent you
provide NVIDIA with input or usage requests with regard to the use of your logo
or materials, NVIDIA will use commercially reasonable efforts to comply with
such requests. For the avoidance of doubt, NVIDIA's rights pursuant to this
section shall survive any termination of the Agreement with respect to
applications which incorporate the NVIDIA RTX SDK.

6.2 Trademark Ownership and Licenses. Trademarks are owned and licenses as
follows:

(a) Ownership of Trademarks. Each party owns the trademarks, logos, and trade
names (collectively "Marks") for their respective products or services,
including without limitation in applications, and the NVIDIA RTX SDKs. Each
party agrees to use the Marks of the other only as permitted in this exhibit.

(b) Trademark License to NVIDIA. You grant to NVIDIA a non-exclusive, non-sub
licensable, non-transferable (except as set forth in the assignment provision
of the Agreement), worldwide license to refer to you and your applications, and
to use your Marks on NVIDIA's marketing materials and on NVIDIA's website
(subject to any reasonable conditions of you) solely for NVIDIA's marketing
activities set forth in this exhibit Sections (d)-(e) above. NVIDIA will
follow your specifications for your Marks as to style, color, and typeface as
reasonably provided to NVIDIA.

(c) Trademark License to You. NVIDIA grants to you a non-exclusive, non-sub
licensable, non-transferable (except as set forth in the assignment provision
of the Agreement), worldwide license, subject to the terms of this exhibit and
the Agreement, to use NVIDIA RTX™, NVIDIA GeForce RTX™ in combination with
GeForce products, and/or NVIDIA Quadro RTX™ in combination with Quadro
products (collectively, the "NVIDIA Marks") on your marketing materials and on
your website (subject to any reasonable conditions of NVIDIA) solely for your
marketing activities set forth in this exhibit Sections 6.1 (a)-(c) above. For
the avoidance of doubt, you will not and will not permit others to use any
NVIDIA Mark for any other goods or services, or in a way that tarnishes,
degrades, disparages or reflects adversely any of the NVIDIA Marks or NVIDIA's
business or reputation, or that dilutes or otherwise harms the value,
reputation or distinctiveness of or NVIDIA's goodwill in any NVIDIA Mark. In
addition to the termination rights set forth in the Agreement, NVIDIA may
terminate this trademark license at any time upon written notice to you. You
will follow NVIDIA's use guidelines and specifications for NVIDIA's Marks as to
style, color and typeface as provided in NVIDIA Marks and submit a sample of
each proposed use of NVIDIA's Marks at least ten (10) business days prior to
the desired implementation of such use to obtain NVIDIA's prior written
approval (which approval will not be unreasonably withheld or delayed. Use of
NVIDIA marks is not authorized until NVIDIA provides written approval. All
goodwill associated with use of NVIDIA Marks will inure to the sole benefit of
NVIDIA.

6.3 Use Guidelines. Use of the NVIDIA Marks is subject to the following
guidelines:

(a) Business Practices. You covenant that you will: (a) conduct business with
respect to NVIDIA's products in a manner that reflects favorably at all times
on the good name, goodwill and reputation of such products; (b) avoid
deceptive, misleading or unethical practices that are detrimental to NVIDIA,
its customers, or end users; (c) make no false or misleading representations
with regard to NVIDIA or its products; and (d) not publish or employ or
cooperate in the publication or employment of any misleading or deceptive
advertising or promotional materials.

(b) No Combination Marks or Similar Marks. You agree not to (a) combine NVIDIA
Marks with any other content without NVIDIA's prior written approval, or (b)
use any other trademark, trade name, or other designation of source which
creates a likelihood of confusion with NVIDIA Marks.

(v. April 12, 2021)