|  | License For Customer Use of NVIDIA Software | 
|  |  | 
|  |  | 
|  | IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of | 
|  | NVIDIA Software ("LICENSE") is the agreement which governs use of | 
|  | the software of NVIDIA Corporation and its subsidiaries ("NVIDIA") | 
|  | downloadable herefrom, including computer software and associated | 
|  | printed materials ("SOFTWARE").  By downloading, installing, copying, | 
|  | or otherwise using the SOFTWARE, you agree to be bound by the terms | 
|  | of this LICENSE.  If you do not agree to the terms of this LICENSE, | 
|  | do not download the SOFTWARE. | 
|  |  | 
|  | RECITALS | 
|  |  | 
|  | Use of NVIDIA's products requires three elements: the SOFTWARE, the | 
|  | hardware, and a personal computer. The SOFTWARE is protected by copyright | 
|  | laws and international copyright treaties, as well as other intellectual | 
|  | property laws and treaties.  The SOFTWARE may be protected by various | 
|  | patents, and is not sold, and instead is only licensed for use, strictly | 
|  | in accordance with this document.  The hardware is protected by various | 
|  | patents, and is sold, but this agreement does not cover that sale, since | 
|  | it may not necessarily be sold as a package with the SOFTWARE.  This | 
|  | agreement sets forth the terms and conditions of the SOFTWARE LICENSE only. | 
|  |  | 
|  | 1.  DEFINITIONS | 
|  |  | 
|  | 1.1  Customer.  Customer means the entity or individual that | 
|  | downloads or otherwise obtains the SOFTWARE. | 
|  |  | 
|  | 2.  GRANT OF LICENSE | 
|  |  | 
|  | 2.1  Rights and Limitations of Grant.  NVIDIA hereby grants Customer | 
|  | the following non-exclusive, non-transferable right to use the | 
|  | SOFTWARE, with the following limitations: | 
|  |  | 
|  | 2.1.1  Rights.  Customer may install and use multiple copies of the | 
|  | SOFTWARE on a shared computer or concurrently on different computers, | 
|  | and make multiple back-up copies of the SOFTWARE, solely for Customer's | 
|  | use within Customer's Enterprise. "Enterprise" shall mean individual use | 
|  | by Customer or any legal entity (such as a corporation or university) | 
|  | and the subsidiaries it owns by more than fifty percent (50%). | 
|  |  | 
|  | 2.1.2  Open Source Exception.  Notwithstanding the foregoing terms | 
|  | of Section 2.1.1, SOFTWARE may be copied and redistributed solely for | 
|  | use on 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 the binary files thereof are not | 
|  | modified, and Customer provides a copy of this license with the SOFTWARE. | 
|  |  | 
|  | 2.1.3  Limitations. | 
|  |  | 
|  | No Reverse Engineering.  Customer may not reverse engineer, | 
|  | decompile, or disassemble the SOFTWARE, nor attempt in any other | 
|  | manner to obtain the source code. | 
|  |  | 
|  | Usage. SOFTWARE is licensed only for use with microprocessor(s) which have | 
|  | been (i) designed by NVIDIA and (ii) either (a) sold by or (b) licensed by | 
|  | NVIDIA. Customer shall not use SOFTWARE in conjunction with, nor cause | 
|  | SOFTWARE to be executed by, any other microprocessor. | 
|  |  | 
|  | No Translation. Customer shall not translate SOFTWARE, nor cause or permit | 
|  | SOFTWARE to be translated, from the architecture or language in which it is | 
|  | originally provided by NVIDIA, into any other architecture or language. | 
|  |  | 
|  | No Rental.  Customer may not rent or lease the SOFTWARE to someone | 
|  | else. | 
|  |  | 
|  | 3.  TERMINATION | 
|  |  | 
|  | This LICENSE will automatically terminate if Customer fails to | 
|  | comply with any of the terms and conditions hereof.  In such event, | 
|  | Customer must destroy all copies of the SOFTWARE and all of its | 
|  | component parts. | 
|  |  | 
|  | Defensive Suspension.  If Customer commences or participates in any legal | 
|  | proceeding against NVIDIA, then NVIDIA may, in its sole discretion, | 
|  | suspend or terminate all license grants and any other rights provided | 
|  | under this LICENSE during the pendency of such legal proceedings. | 
|  |  | 
|  | 4.  COPYRIGHT | 
|  |  | 
|  | All title and copyrights in and to the SOFTWARE (including but | 
|  | not limited to all images, photographs, animations, video, audio, | 
|  | music, text, and other information incorporated into the SOFTWARE), | 
|  | the accompanying printed materials, and any copies of the SOFTWARE, | 
|  | are owned by NVIDIA, or its suppliers.  The SOFTWARE is protected | 
|  | by copyright laws and international treaty provisions.  Accordingly, | 
|  | Customer is required to treat the SOFTWARE like any other copyrighted | 
|  | material, except as otherwise allowed pursuant to this LICENSE | 
|  | and that it may make one copy of the SOFTWARE solely for backup or | 
|  | archive purposes. | 
|  |  | 
|  | 5.  APPLICABLE LAW | 
|  |  | 
|  | This agreement shall be deemed to have been made in, and shall be | 
|  | construed pursuant to, the laws of the State of California. | 
|  |  | 
|  | 6.  DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY | 
|  |  | 
|  | 6.1  No Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE | 
|  | LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS | 
|  | DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT | 
|  | NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS | 
|  | FOR A PARTICULAR PURPOSE. | 
|  |  | 
|  | 6.2  No Liability for Consequential Damages.  TO THE MAXIMUM | 
|  | EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR | 
|  | ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR | 
|  | CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, | 
|  | DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS | 
|  | OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT | 
|  | OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS | 
|  | BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. | 
|  |  | 
|  | 7.  MISCELLANEOUS | 
|  |  | 
|  | The United Nations Convention on Contracts for the International | 
|  | Sale of Goods is specifically disclaimed.  If any provision of this | 
|  | LICENSE is inconsistent with, or cannot be fully enforced under, | 
|  | the law, such provision will be construed as limited to the extent | 
|  | necessary to be consistent with and fully enforceable under the law. | 
|  | This agreement is the final, complete and exclusive agreement between | 
|  | the parties relating to the subject matter hereof, and supersedes | 
|  | all prior or contemporaneous understandings and agreements relating | 
|  | to such subject matter, whether oral or written.  Customer agrees | 
|  | that it will not ship, transfer or export the SOFTWARE into any | 
|  | country, or use the SOFTWARE in any manner, prohibited by the | 
|  | United States Bureau of Export Administration or any export laws, | 
|  | restrictions or regulations.  This LICENSE may only be modified in | 
|  | writing signed by an authorized officer of NVIDIA. | 
|  |  |