END USER LICENSE AGREEMENT
Release Date of this license agreement: June 14th, 2018 (Revised October 10, 2022)

NVIDIA SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT - READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE
LICENSED SOFTWARE

READ CAREFULLY: This Enterprise End User License Agreement ("EULA"), made and entered
into as of the time and date of click through action ("Effective Date"), is a legal agreement
between you ("You" or "Your") and the NVIDIA Corporation ("NVIDIA") and governs the use of
the NVIDIA computer software installed on Your premises 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
EULA. If You do not agree to the terms of this EULA, do not download, install, copy or use the
NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF
OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE
LEGAL AUTHORITY TO BIND THE ENTITY TO THIS EULA, 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 EULA, THEN NVIDIA IS
UNWILLING TO LICENSE THE SOFTWARE OR DOCUMENTATION TO YOU, AND YOU
MAY NOT DOWNLOAD, INSTALL, COPY OR USE THEM.

1     DEFINITIONS. Certain capitalized terms, if not otherwise defined elsewhere in the
EULA, shall have the meanings set forth below in this Section 1.

1.1      "Confidential Information" means the Licensed Software, 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 this EULA 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.

1.2    "Documentation" means the NVIDIA documentation made available for use with the
Software, including (without limitation) user manuals, operations instructions, installation guides,
release notes, utility programs and other materials provided to You under this EULA.

1.3      "Enterprise" means You or any company or legal entity for which You accepted the
terms of this EULA, and their subsidiaries of which Your company or legal entity owns more
than fifty percent (50%) of the issued and outstanding equity.

1.4     "Feedback" means any and all suggestions, feature requests, comments or other
feedback relating to the Licensed Software, including possible enhancements or modifications
thereto.

1.5     "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.

1.6     "License Term" means the fixed term of a Software license granted under this EULA as
specified in the Order.

1.7     "Licensed Software" means both Software and Documentation.

1.8     "MDL Materials" means the definitions and materials using the NVIDIA Material
Definition Language (MDL).

1.9     "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.

1.10 "Order" means a purchase order issued by You, a signed purchase agreement with You,
or other ordering document issued by You to NVIDIA (including any online acceptance process)
or an NVIDIA authorized reseller (including any on-line acceptance process) that references and
incorporates this EULA and is accepted by NVIDIA.

1.11    "Services" has the meaning assigned to it in Exhibit A.

1.12 "Software" means the NVIDIA software programs licensed to You under this EULA.
Software includes the MDL Materials.

2      LICENSE.

2.1    License Grant. Conditional on payment of the appropriate fee for the license to the
Licensed Software (as may be set out in an Order), NVIDIA hereby grants You a non-exclusive,
non-transferable license, without the right to sublicense (except as expressly set forth in this
Section), during the License Term (subject to the termination rights described below):

(i)     to install and have a single user within Your Enterprise use the Software (other than
MDL Materials) on one computer owned or controlled by You and at one location at any one
time in accordance with the Documentation and make copies of the Software (other than MDL
Materials) solely for backup or archival purposes;

(ii)   to use the Documentation in connection with Your use of the Software;

(iii)   to install and have any number of users within Your Enterprise, as permitted under the
license purchased, use, modify, translate, adapt, arrange, or create derivative works of the MDL
Materials on any number of computers owned or controlled by You in accordance with the
Documentation and make copies of the MDL Materials for backup or archival and for distribution
purposes (but only so long as you do not remove any of the contents of the MDL Materials); and

(iv)    to distribute images rendered with the Licensed Software and to sub-license and
distribute the MDL Materials (unmodified, or as so modified) in connection with Your use of
other Software licensed hereunder, and authorize others to use and distribute the MDL
Materials (unmodified, or as so modified) in connection with their use of material of Yours that
You distribute to them, provided all such distributions are consistent with the terms under which
You are permitted to distribute the same and provided further that such use by others (and
distribution) is solely for the purposes only of enabling such others to render images based on
material as modified by You.

In connection with Your distribution of MDL Materials, You must enter into enforceable
agreements that pass down terms that are consistent with the terms set forth in this EULA for
use of such MDL Materials, 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 MDL Materials. You are liable for the distribution of MDL Materials provided under this
EULA in violation of Your distribution rights.

Notwithstanding the foregoing, NVIDIA is not obligated to provide you any source code of the
MDL Materials beyond that made generally available by NVIDIA to its licensees. You
acknowledge that this EULA does not grant You any right or license under or relating to any
patent and that the Licensed Software may be subject to patent rights held by unaffiliated third-
parties. No Orders are binding on NVIDIA until accepted by NVIDIA. Your Orders are subject to
this EULA.

2.1.1 Evaluation License. With respect to any license to a Licensed Software provided to You
under this EULA and indicated to be a license for evaluation purposes only, You may only
exercise the rights granted under Section 2.1 as modified by this section and Section 2.1.4 for
internal evaluation and demonstration purposes only and such licenses expire 90 days from the
date of commencement.

2.1.2 Educational/Academic License. With respect to any license to a Licensed Software
provided to You under this EULA and indicated to be an Educational/Academic License, You
may only exercise the rights granted under Section 2.1 as modified by this section and Section
2.1.4 for internal educational purposes only and all users must be enrolled or employed by an
academic institution. If you do not meet this qualification, you have no rights under this license.

2.1.3 Research & Development License. With respect to any license to a Licensed Software
provided to You under this EULA and indicated to be a Research & Development License, You
may only exercise the rights granted under Section 2.1 as modified by this section and Section
2.1.4 for internal research and development purposes only.

2.1.4 The following terms apply to licenses granted under Sections 2.1.1, 2.1.2 and 2.1.3.
Except for the distribution of images rendered with the Licensed Software, these licenses (a) do
not include any right or license to use 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 any output from the Licensed Software, except that sub-license and distribution of
MDL Materials are permitted as provided in Section 2.1; (c) NVIDIA does not provide any
Services, if applicable, (notwithstanding that the license may be a time based license); and (d)
notwithstanding any contrary terms in Section 6 below, NVIDIA HAS NO LIABILITY TO YOU
UNDER THIS EULA FOR ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THE
USE OF A LICENSED SOFTWARE.

2.1.5 Authorization Code: If the Licensed Software requires an authorization code, you must
register Your purchase of this Licensed Software with NVIDIA before an authorization code shall
be issued to You, and NVIDIA shall maintain Your registration details in conformance with its
privacy policy.

2.2     Enterprise Usage. You are responsible for the compliance with the terms and conditions
of this EULA by Your Enterprise. Any act or omission that if committed by You would constitute
a breach of this EULA shall be deemed to constitute a breach of this EULA if committed by
another party to Your Enterprise.

2.3    Support Services. If Your Order includes Services for the Licensed Software, then the
supply of such Services shall be governed by the terms of Exhibit A and the NVIDIA Software
Service Supplemental Terms (as further described in Exhibit A). In the event that You have an
agreement with a NVIDIA reseller for the same Services described in Exhibit A for a Licensed
Software, the Exhibit A does not apply and such Services are delivered to You pursuant to the
terms of Your agreement with the NVIDIA reseller.

2.4    Limited Rights. Your rights in the Licensed Software are limited to those expressly
granted in Section 2.1 and no other licenses are granted whether by implication, estoppel or
otherwise. NVIDIA reserves all other rights, title and interest in and to the Licensed Software not
expressly granted to You under this EULA.

2.5      License Restrictions. Except as expressly authorized above in relation to the MDL
Materials, You agree that You will not (nor allow third parties to): (i) reverse engineer,
decompile, disassemble (except to the extent applicable laws specifically requires 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; (ii) sell, distribute, rent, loan, lease,
sub-license or otherwise make available the Licensed Software to third parties; (iii) make its
functionality available 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 (iii) modify, translate or
otherwise create any derivative works of any of the Licensed Software; (iv) remove, alter, cover
or obscure any proprietary notice that appears on or with the Licensed Software or any copies
thereof; (v) use the Licensed Software, or allow its use, transfer, transmission or export in
violation of any export control laws or regulations administered by the United States
government; (vi) distribute, permit access to, or sublicense the Licensed Software as a stand-
alone product; (vii) sell, transfer, sublicense or assign the Licensed Software to any third party;
(viii) use the Licensed Software for the purpose of developing competing products or
technologies or assisting a third party in such activities; (ix) utilize any equipment, device,
software, or other means designed to circumvent or remove any form of copy protection 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; (x) use the Licensed Software in any manner that
would cause the Licensed Software to become subject to an Open Source License; or (xi)
distribute any modified MDL definition supplied to You under or by reference to the same name
as used by NVIDIA. Nothing in this EULA 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.

2.6       Critical Applications. You will not use the Licensed Software in any application where the
use or failure of the Software could cause a life-threatening event or result in catastrophic
damages, including (but not limited to) medical, nuclear, aviation, navigation, or military
applications, and You agree to defend, indemnify, and hold NVIDIA harmless against any loss,
liability, cost or damage of any kind that NVIDIA incurs as a result of a breach of the foregoing
covenant.

2.7     Third Party License Obligations. You acknowledge and agree that the Licensed
Software may include or incorporate third party technology (collectively "Third Party
Components"), which are 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 contained in or included with the Licensed Software shall be incorporated by
reference into this EULA. In the event of any conflict between the terms in this EULA 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
corresponding Documentation. More specifically, certain of the Third Party Materials are
governed by open-source software license agreements, including the GNU Lesser General
Public License.

3      CONFIDENTIALITY.

3.1     Each party will not use the other party's Confidential Information, except as necessary
for the performance of this EULA, and will not disclose such Confidential Information to any third
party, except to those of its employees, employees of its Enterprise and Contractors that have a
need to know such Confidential Information for the performance of this EULA, provided that
each such 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 this EULA 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 a 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 public
disclosure of the terms of this EULA, and (iii) discloses only the minimum amount of information
necessary to comply with such requirements.

4      OWNERSHIP AND FEEDBACK.

4.1      Ownership. You are not obligated to disclose to NVIDIA any modifications You make to
MDL Materials. The Licensed Software, all modifications to Licensed Software and all the
Intellectual Property Rights therein are and will remain the sole and exclusive property of
NVIDIA and its licensors, whether the Software or Documentation are separate from or
combined with any other products or materials. All Your modifications to MDL Materials are
licensed to You subject to the terms of this EULA. You shall not knowingly 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 this EULA with respect to their Confidential Information and/or Intellectual Property
Rights. You will reproduce on each copy You make of the Software and Documentation, and not
alter, remove or obscure, the Intellectual Property Rights notices of NVIDIA and its licensors
that may appear on the Software and Documentation.

4.2     Feedback. You have no obligation to give NVIDIA any Feedback. However, NVIDIA may
use and include any Feedback that You voluntarily provide to improve the Licensed Software or
other related NVIDIA products, technologies or materials. Accordingly, if You provide Feedback,
You agree that NVIDIA and its licensees may freely use, reproduce, license, distribute, and
otherwise commercialize the Feedback in the Licensed Software or other related technologies
without the payment of any royalties or fees to You. Further, NVIDIA is entitled to use any
information provided by You in connection with Feedback for any purpose, including in any
NVIDIA products. 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.

5      NO WARRANTIES.

5.1   THE LICENSED SOFTWARE, AND ANY OTHER SOFTWARE, MATERIALS,
CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA ARE
PROVIDED "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, 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
SOFTWARE, MATERIALS, CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED
UNDER THIS EULA 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 THIS EULA
ARE FOR THE BENEFIT OF YOU ONLY.

6      LIMITATION OF LIABILITY.

6.1  Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA
SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, 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 EULA OR THE USE OR
PERFORMANCE OF THE LICENSED SOFTWARE, AND ANY OTHER SOFTWARE,
MATERIALS, CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA
HEREUNDER, 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 AND
WHETHER OR NOT NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL NVIDIA'S TOTAL CUMULATIVE LIABILITY UNDER OR
ARISING OUT OF THIS EULA EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA FOR
YOUR USE OF THE PARTICULAR LICENSED SOFTWARE DURING THE TWELVE (12)
MONTHS BEFORE THE LIABILITY AROSE. THE NATURE OF THE LIABILITY, THE NUMBER
OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT
ACCEPTED THE TERMS OF THIS EULA 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.

6.2    Further Limitations. NVIDIA's licensors shall have no liability of any kind under this
EULA. The disclaimers, exclusions and limitations of liability set forth in this EULA form an
essential basis of the bargain between the parties, and, absent any of such disclaimers,
exclusions or limitations of liability, the provisions of this EULA, including, without limitation, the
economic terms, would be substantially different. You may not bring a claim under this EULA
more than eighteen (18) months after the cause of action arises.

7       TERM AND TERMINATION.

7.1    EULA, Licenses and Services. This EULA shall become effective upon the Effective
Date and shall continue until Your last access or use of the Licensed Software and/or Services
hereunder, unless earlier terminated by the parties as provided in this Section 7. Each Licensed
Software license commences upon delivery and ends at the earlier of (a) the expiration of the
applicable License Term, or (b) termination of such license or this EULA. Services for the
Licensed Software shall co-term with 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.

7.2     Termination. Either party may terminate this EULA, Licensed Software licenses and/or
Services at any time: (i) in the event that the other party breaches any material term of this
EULA and fails to cure such breach within thirty (30) days following notice thereof from the non-
breaching party, or within ten (10) days following notice thereof in the event You breach any
payment-related obligation; or (ii) upon written notice if the other party becomes 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 ceases to do business.
Termination of this EULA, a license or a Service hereunder shall not release the parties from
any liability which, at the time of termination, has already accrued or which thereafter may
accrue with respect to any act or omission before termination, or from any obligation which is
expressly stated in this EULA to survive termination. Notwithstanding the foregoing, the party
terminating this EULA, a license or a Service as permitted by any provision in this Section 7
shall incur no additional liability merely by virtue of such termination. Termination of this EULA,
a license or a Service regardless of cause or nature, shall be without prejudice to any other
rights or remedies of the parties and shall be without liability for any loss or damage occasioned
thereby.

7.3      Effect of Expiration or Termination. Upon any expiration or termination of this EULA, a
license or a Service provided hereunder, (i) You must promptly discontinue use of the affected
Licensed Software and/or Service, and (ii) in the case of a license expiration or termination, You
must promptly destroy or return to NVIDIA all copies of the affected Licensed Software and all
portions thereof, 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. Sections 1, 2.4
through 2.7, 3, 4, 5, 6, 7, and 8 will survive the expiration or termination of this EULA for any
reason.

8      GENERAL PROVISIONS.

8.1     Assignment. This EULA and the rights and obligations hereunder may not be assigned,
delegated or transferred 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. Subject to the
foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors
and assigns.

8.2      Audit. During the term of this EULA and for a period of three (3) years thereafter, You
will maintain complete and accurate books and records regarding use of the Licensed Software
and Your performance and administration of this EULA. During such period, NVIDIA or its
authorized third party auditors will have the right to inspect and audit Your Enterprise books and
records for the purpose of confirming Your compliance with the terms of this EULA. Any such
inspection and audit will be conducted during regular business hours and in a manner that
minimizes interference with Your normal business activities. If such an inspection and audit
reveals an underpayment of any amounts payable to NVIDIA, then You will promptly remit the
full amount of such underpayment to NVIDIA, including interest that will accrue (without the
requirement of a notice) at the lower of 1.5% per month or the highest rate permissible by law. If
the underpaid amount exceeds five percent (5%) of the amounts payable to NVIDIA for the
period audited and/or such an inspection and audit reveals a material non-conformance with the
terms of this EULA, then You will also pay NVIDIA's reasonable costs of conducting the
inspection and audit. Further, You agree that the party delivering the Licensed Software to You
may collect and disclose to NVIDIA (subject to confidentiality obligations) information for NVIDIA
to verify Your compliance with the terms of this EULA including (without limitation) information
regarding Your usage of the Licensed Software.

8.3     Governing Law; Jurisdictions. This EULA will be governed by and construed in
accordance with the laws of the State of Delaware and the United States without regard to the
conflicts of law provisions thereof. The parties expressly agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply. Any legal action or
proceeding arising under this EULA will be brought exclusively in the federal courts located in
the Northern District of California or the state courts located in Santa Clara County and the
parties hereby irrevocably consent to the personal jurisdiction and venue therein. The prevailing
party in any action to enforce this EULA shall be entitled to recover costs and expenses
including, without limitation, reasonable attorney's fees.

8.4     Nonexclusive Remedy. Except as expressly set forth in this EULA, the exercise by
either party of any of its remedies under this EULA will be without prejudice to its other remedies
under this EULA or otherwise.

8.5     Injunctive Relief. The parties agree that a material breach of any of the promises or
agreements contained in this EULA adversely affecting NVIDIA's Intellectual Property Rights in
the Licensed Software may result in irreparable and continuing injury to NVIDIA for which
monetary damages would not be an adequate remedy and NVIDIA is therefore entitled to seek
injunctive relief as well as such other and further relief as may be appropriate.

8.6     Conflicts; Order of Precedence. Any printed or other terms and conditions on an Order
or similar order document conflicting and/or in addition with the terms and conditions of this
EULA or its exhibits and addenda shall be of no force or effect. In the event of a conflict or
inconsistency between any exhibit and this EULA, the conflict or inconsistency shall be resolved
in favor of this EULA.

8.7    Waiver. The failure by either party to enforce its rights under this EULA at any time for
any period will not constitute a waiver of future enforcement of that right or any other right. Any
waiver will be effective only if in writing and signed by duly authorized representatives of each
party.

8.8     Severability. If for any reason a court of competent jurisdiction finds any provision of this
EULA invalid or unenforceable, that provision of the EULA will be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the other provisions of this EULA
will remain in full force and effect.

8.9      U.S. Government Legend. You agree and certify that You will comply with all laws,
regulations, rules, and other requirements applicable to transaction(s) with any government(s)
occurring pursuant to this EULA and all related matters ("Government Transaction(s)"). You
shall defend, indemnify and hold harmless NVIDIA, its subsidiaries, their directors, officers,
employees and agents from and against all actions, causes of action, liabilities, claims, suits,
judgments, liens, awards and damages, of any kind and nature whatsoever, arising from or
related to Your failure to comply with the obligations under this section and for any expenses,
costs of litigation and attorney's fees related thereto or incident to establishing the right of
indemnification. The Licensed Software has been developed entirely at private expense and is
commercial computer software 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 under which Licensed Software was obtained 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.

8.10 Force Majeure. Neither party will be responsible for any failure or delay in its
performance under this EULA (except for any payment obligations) to the extent due to causes
beyond its reasonable control, including, but not limited to, acts of God, fire, flood, war,
earthquake, environmental conditions, governmental action, acts of civil or military authority,
riots, wars, sabotage, strikes, compliance with laws or regulations, strikes, lockouts or other
serious labor disputes, or shortage of or inability to obtain material or equipment for so long as
such event of force majeure continues in effect.

8.11 Relationship of Parties. Each party acknowledges and agrees that the other is an
independent contractor in the performance of this EULA, and each 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 without the prior written consent of the other party.

8.12 Export Control. You acknowledge that the Licensed Software, technology and related
documentation described under this EULA are subject to 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). You agree to comply with the EAR and
OFAC regulations and all applicable international and national export and import laws. You
agree not to export or re-export the Licensed Software, technology and related documentation
to any destination requiring an export license or other approval under the EAR or OFAC
regulations otherwise without first obtaining such export license or approval and NVIDIA's
permission. You will not, without prior governmental authorization, export or re-export NVIDIA
Licensed Software, technology and related documentation, directly or indirectly, (i) to any end-
user whom You know or have reason to know will utilize them in the design, development or
production of nuclear, chemical or biological weapons, or rocket systems, space launch
vehicles, and sounding rockets, or unmanned air vehicle systems; (ii) to any end-user who has
been prohibited from participating in U.S. export transactions by any federal agency of the U.S.
government; or (iii) to any countries that are subject to U.S. export restrictions (currently
including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria and the
Region of Crimea). You shall defend NVIDIA, its employees and its affiliates against any and all
threatened or actual claims, suits, fines, sanctions, actions, or proceedings, and indemnify and
hold each and all of them harmless against any costs incurred (including pre-suit investigations,
expert fees, attorney's fees) and any and all sums paid or awarded with respect thereto as
penalties, damages, fines, restitutions, or otherwise resulting from any violation by You, Your
agents, affiliates or related entities of the export laws with respect to any such NVIDIA Licensed
Software, technology or related documentation.

8.13 Entire Agreement. This EULA, including the terms of Exhibit A, the NVIDIA Software
Services Supplemental Terms and Orders constitute the entire agreement with respect to the
subject matter hereof and supersedes all proposals, oral or written, all negotiations,
conversations, or discussions between or among parties relating to the subject matter of this
EULA and all past dealing or industry custom. Any notice delivered by NVIDIA to You under this
EULA will be delivered via mail, email or fax. Any additional and/or conflicting terms and
conditions on purchase order(s) or any other documents are null, void, and invalid.

Exhibit A

NVIDIA Software Service Terms and Conditions

1      SCOPE. If Your Order indicates that NVIDIA will directly provide Services for the
Supported Software You purchased, then NVIDIA agrees to provide the Services to the
Supported Software based on the Service Subscription purchased and during the applicable
Service Term solely on Certified System(s) operating the Supported Software, and solely for the
Supported OSs.

The Services are provided by NVIDIA to You in accordance with the terms and conditions of the
EULA, this Exhibit A and the NVIDIA Iray Service Supplemental Terms made available by
NVIDIA at www.nvidia.com (the "Supplemental Terms"), which Supplemental Terms are
incorporated into the EULA by this reference. NVIDIA may update the Supplemental Terms by
providing You with a copy of, or written notice of availability of, new Supplemental Terms and
any modifications are binding on You, provided that such modification apply to customers
generally and do not single You out.

2      SERVICES.

2.1    Technical Support. If Your Service Subscription for a Supported Software includes
Technical Support, subject to payment of applicable Service Fees NVIDIA will make available to
You Technical Support for such Supported Software during the Service Term. Technical
Support plans available for purchase and associated terms are further described in the
Supplemental Terms.

You will be permitted to designate in writing to NVIDIA Designated Users for purposes of
obtaining Technical Support from NVIDIA, which list of Designated Users may be updated by
You at any time by written notice to NVIDIA (which may include notice by email or other
electronic transmission). NVIDIA will provide Technical Support to such Designated Users via a
dedicated support portal that allows the Designated User(s) to make Support Issue requests for
the Supported Software through the dedicated support portal. Notwithstanding NVIDIA's
confidentiality obligations in Section 3 of the EULA, You hereby grant NVIDIA permission to
discuss Your Support Issues with the third party from which the system was purchased for the
purpose of resolving the Support Issue, including sharing with such third party any relevant
information (including, for the avoidance of doubt, Confidential Information) that would be useful
in assisting with such resolution.

2.2    Maintenance. If Your Service Subscription for a Supported Software includes
Maintenance, subject to payment of applicable Service Fees NVIDIA will make available to You
the Maintenance releases associated with such Supported Software during the Service Term.

2.3    Updates. If Your Service Subscription for a Supported Software includes Updates,
subject to payment of applicable Service Fees NVIDIA will make available to You the Update
releases associated with such Supported Software during the Service Term.

2.4    Upgrades. If Your Service Subscription for a Supported Software includes Upgrade,
subject to payment of applicable Service Fees NVIDIA will make available to You the Upgrade
releases associated with such Supported Software during the Service Term.

2.5      Service Subscription Reinstatement. If You elect not to renew certain Services and later
You desire to re-enroll to receive such Services, You must pay with respect to the Services
being reinstated at the then-current rates: (a) Service Fees for the period between the last
expiration of the Services and until commencement of the new Services Subscription, (b)
Service Fees for the new Services Subscription, for the Service Term and (c) a twenty percent
(20%) reinstatement fee on the sum of Service Fees under (a) and (b). Service Subscription re-
enrollment is subject to availability of the Services at the time of ordering and software version
restrictions.

2.6      Purchase Requirements. You shall (a) purchase initial Services for a Supported
Software only for the most current generally available version of the Supported Software, and
(b) initially purchase and renew Subscription Services for all of Your licenses of a Supported
Software.

2.7     Service Availability. The Supplemental Terms and/or the product descriptions will
indicate the types of Services that are available for Supported Software during the General
Support Period and the Extended Support Period. NVIDIA may, at its sole discretion, decide
that a Supported Software version has reached the end of the Extended Support Period.
NVIDIA is not obligated to provide any Services for a Supported Software version after the end
of the Extended Support Period.

3     EXCLUSIONS. You shall not request, and NVIDIA shall not provide Services for
Supported Software under the EULA related to:

(a)     errors in Your own or Your licensors' products that are not due to Errors in the
Supported Software;
(b)     service necessary due to accident, catastrophe, or negligence of Your users, or due to
operator error, improper use of the Supported Software or attempted support by unauthorized
persons;
(c)     causes external to the Supported Software, including weather conditions, air
conditioning and humidity control, faulty electrical power, hardware failure, misuse, neglect,
damage or use of the Supported Software with hardware or software not supplied or
recommended by NVIDIA
(d)     Your failure to implement Maintenance, Updates or Upgrades supplied by NVIDIA which
would correct the Error and were previously made available by NVIDIA;
(e)     modifications to the Supported Software made by You or on Your behalf, or any
modifications made by any third party without NVIDIA's authorization;
(f)     use of the Supported Software that deviates from the operating procedures, indicated
supported operating systems and any other specifications indicated in the Documentation;
(g)     Your combination of the Supported Software with other products or technologies not
provided by NVIDIA; or
(h)     Licensed Software or Services provided free of charge.
Further, Services do not include any enhancement(s) or addition(s) to the Supported Software
other than Maintenance, Updates and Upgrades which NVIDIA does not make available to its
commercial customers as part of the standard Services for the Supported Software but rather is
only provided subject to a payment of a separate fee, and will not be provided in consideration
of the Service Fees paid by You under the EULA.

4     YOUR SERVICE RESPONSIBILITIES. In order for NVIDIA to deliver the Services to
You hereunder, You agree that:

(a)     You are responsible for procuring, installing and maintaining all equipment and obtaining
all consents for other software and other hardware necessary to operate the Supported
Software;
(b)     Your failure to deploy a Maintenance release, Update release or Upgrade release
available to You as promptly as possible may render the applicable Supported Software non-
operable or non-conforming to the documentation or specifications provided by NVIDIA and You
assume all risks and liability arising therefrom;
(c)     You shall further provide through Designated Users such information, and/or access to
Your resources as NVIDIA may reasonably require in order to provide Services, including,
without limitation, access via the internet or via direct modem or VPN connection to relevant
servers, minimally intrusive access to Your facilities, and/or access to, and assistance of, Your
personnel who possess information required by NVIDIA for purposes of performing its
obligations hereunder. As examples, as reasonably requested by NVIDIA You shall (i) identify
the correct version(s) of Supported Software to which a potential Support Issue relates, (ii)
provide the documentation and assistance necessary to demonstrate and diagnose each
potential Support Issue, including providing necessary test cases that NVIDIA can reproduce on
a Certified System, (iii) provide remote system access for NVIDIA to replicate potential Errors,
and (iv) provide embedded diagnostic information associated with the Supported Software;
(d)     When You use a Maintenance release, Update release or Upgrade release, access to a
new product version does not change the number of authorized licenses You have for the
Supported Software and You shall discontinue use of the prior version as necessary to maintain
Your authorized number of licenses;
(e)     You will appoint as Designated Users only those of Your employees who have
reasonably appropriate technical backgrounds and skills. You may remove or replace any of the
Designated Users at any time during a Service Term upon written notice to NVIDIA; and
(f)     You will appoint, at NVIDIA's request, designated Service and engineering contacts for
Service issue escalations.
NVIDIA shall be excused from any non-performance of its obligations hereunder to the extent
any such non-performance is attributable to Your failure to perform Your obligations under this
section.

5        SERVICE FEES; PAYMENT TERMS. When You purchase Services directly from
NVIDIA the following applies: Service Fees for the Service Subscriptions are set forth in the
associated Order and are payable pursuant to the terms of such Order. Unless otherwise
expressly indicated in an Order, Service Fees will be invoiced upon Your purchase and are
payable net thirty (30) days of the invoice date. All Service Fees are non-refundable. All
payments will be made in U.S. Dollars. The Service Fees do not include any taxes, duties or
similar charges. If NVIDIA is required to pay sales, use, property, value-added or other taxes
based on the payments provided in the EULA and if NVIDIA is required to collect and remit such
taxes, then such taxes shall be billed to and paid by You or Your reseller, unless NVIDIA
receives a valid exemption or resale certificate. If You are not billed the applicable tax under the
Order, then it is Your responsibility to properly remit the tax directly to the applicable tax
jurisdiction. Further, You acknowledge that the payments to NVIDIA under the EULA shall be
made in full without reduction for withholding taxes, if applicable. This section shall not apply to
taxes based on NVIDIA's net income or payroll taxes. All amounts not paid when due will accrue
interest (without the requirement of a notice) at the lower of 1.5% per month or the highest rate
permissible by law until the unpaid amounts are paid in full. If payment of any Service Fee is
overdue, NVIDIA reserves the right to suspend or terminate Services, in addition to any other
remedies it may have, until the payment delinquency is corrected. Payment obligations survive
any expiration or termination of the EULA and upon expiration or termination of the EULA any
amounts owed to NVIDIA will be due and payable immediately on the effective date of
expiration or termination, even if longer terms had been provided previously.

6      DEFINITIONS.

6.1     "Certified Systems" means Supported OS platforms, corresponding hardware platforms,
third party software and configuration details appearing on a list maintained by NVIDIA and
made available to You, or as otherwise approved by NVIDIA.

6.2    "Day(s)" (only when capitalized) means 8:00 AM - 5:00 PM, Pacific Time, Monday
through Friday, excluding U.S. public holidays. All other usage of "day" or "days" means
calendar days.

6.3   "Designated User" means the individual(s) designated by You as the technical contact(s)
who may file and engage with NVIDIA on Technical Support.

6.4    "Error(s)" means a reproducible defect, problem, logical error or bug in the Supported
Software that constitutes a failure to comply substantially with the applicable NVIDIA
documentation or specification and is reported using standard NVIDIA procedures.
6.5    "Error Correction(s)" means adapting, re-configuring, or reprogramming the Supported
Software to correct the Error(s).

6.6     "Extended Support Period" means the period of time starting upon general availability of
the next Upgrade version of a Supported Software product, and until the product reaches the
product cycle milestone when Services are no longer made generally available for customers of
the product (also referred to as the "end of life" milestone), which milestone is at NVIDIA's sole
discretion.

6.7     "General Support Period" means the period of time between general availability of one
Upgrade version of a Supported Software product, and until the immediately following general
availability of the next Upgrade version of the same product.

6.8     "Maintenance" means security patch(es), Error Correction(s) and Workaround(s) to the
Supported Software made available by NVIDIA in its sole discretion and on a "when and if
generally made available" basis to its other commercial customers of the Supported Software,
including those customers that do not have Updates or Upgrades as part of their current
Service Subscription.

6.9    "Response" means NVIDIA's initial acknowledgment of a Technical Support request filed
by a Designated User.

6.10 "Services" means, as the context requires, each or all of the following: (i) Technical
Support, (ii) Maintenance, (iii) Update, and (iv) Upgrade services to the Supported Software
provided by NVIDIA hereunder based on the Service Subscription You purchased.

6.11 "Service Fee(s)" means the fees for the purchased Service Subscriptions, as applicable
for each Order.

6.12 "Service Subscriptions" means the particular Services You purchased from NVIDIA or an
NVIDIA-approved reseller.

6.13 "Support Issue(s)" means the Technical Support requests filed by Designated Users
hereunder that relate to the Supported Software.

6.14 "Supported OS" means the supported operating system(s) listed in conjunction with a
particular Certified System on the list maintained by NVIDIA and made available to You.

6.15 "Supported Software" means the Software installed on Your premises that are under a
current and valid license and for which You purchased Services, and does not include any
modifications made by You or a third party on Your behalf, any modifications to the Supported
Software made by NVIDIA pursuant to a consulting services agreement or any portion of the
Supported Software not developed by NVIDIA.

6.16 "Service Term" means the duration of the Service Subscriptions purchased as set forth
in an Order.

6.17 "Technical Support" means the provision of telephone or web-based technical
assistance by qualified NVIDIA personnel to questions from Designated Users related to the
installation, use and operation of the Supported Software, including basic instruction or
assistance related to functional Errors in the Supported Software.

6.18 "Updates" means those modifications to the Supported Software other than Maintenance
deliverables made available by NVIDIA in its sole discretion and on a "when and if generally
made available" basis to its other commercial customers of the Supported Software who have
the same Supported Software version under a Services contract coverage with NVIDIA that
specifically includes "Updates" and that is indicated by NVIDIA as being an update by means of
a change in the digit to right of first decimal point (e.g., version 5.0 to version 5.1). Updates may
include revisions to Documentation.

6.19 "Upgrades" means those modifications to the Supported Software other than
Maintenance releases made available by NVIDIA in its sole discretion and on a "when and if
generally made available" basis to its other commercial customers of the Supported Software
who have the same Supported Software version under a Services contract coverage with
NVIDIA that specifically includes "Updates" and that is indicated by NVIDIA as being an upgrade
by means of a change in the digit to left of first decimal point (e.g., version 5.0 to version 6.0).
Upgrades may include revisions to Documentation.

6.20 "Workarounds" means procedures and routines, for use by You, which, when employed
in the regular operation of, or access to, the Supported Software, will avoid or substantially
diminish the practical adverse effects of the relevant Error.
