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| 1 | +NVIDIA DEEP LEARNING CONTAINER LICENSE |
| 2 | + |
| 3 | +This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use |
| 4 | +of the NVIDIA container and all its contents (“CONTAINER”). |
| 5 | + |
| 6 | +This license can be accepted only by an adult of legal age of majority in the country in which the |
| 7 | +CONTAINER is used. If you are under the legal age of majority, you must ask your parent or legal |
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| 11 | + |
| 12 | +By using the CONTAINER, you affirm that you have reached the legal age of majority, you accept the |
| 13 | +terms of this license, and you take legal and financial responsibility for the actions of your |
| 14 | +permitted users. |
| 15 | + |
| 16 | +You agree to use the CONTAINER only for purposes that are permitted by (a) this license, and (b) any |
| 17 | +applicable law, regulation or generally accepted practices or guidelines in the relevant |
| 18 | +jurisdictions. |
| 19 | + |
| 20 | +1. LICENSE. Subject to the terms of this license, NVIDIA hereby grants you a non-exclusive, |
| 21 | +non-transferable license, without the right to sublicense (except as expressly provided in this |
| 22 | +license) to: |
| 23 | + |
| 24 | +a. Install and use copies of the CONTAINER, and modify and create derivative works of samples or |
| 25 | +example source code delivered in the CONTAINER (if applicable), to develop and test services and |
| 26 | +applications, |
| 27 | + |
| 28 | +b. Deploy the CONTAINER on infrastructure you own or lease to offer a service to third parties, |
| 29 | +without distributing the CONTAINER or exposing the NVIDIA APIs in the CONTAINER directly to such |
| 30 | +service users, and |
| 31 | + |
| 32 | +c. Develop and extend the CONTAINER to create a Compatible (as defined below) derived CONTAINER that |
| 33 | +includes the entire CONTAINER plus other software with primary functionality, to develop and compile |
| 34 | +applications, and distribute such derived CONTAINER to run applications, subject to the distribution |
| 35 | +requirements indicated in this license. As used in this section, “Compatible” means that extensions |
| 36 | +to the CONTAINER must not adversely affect the functionality of the other components in the |
| 37 | +CONTAINER. |
| 38 | + |
| 39 | +2. DISTRIBUTION REQUIREMENTS. For purposes of this Section 2, the term “distribution” also means the |
| 40 | +deployment of CONTAINERS in a service or an application for third parties to access over the |
| 41 | +internet. These are the distribution requirements for you to exercise the grants above: |
| 42 | + |
| 43 | +a. A service or an application must have material additional functionality, beyond the included |
| 44 | +portions of the CONTAINER. |
| 45 | + |
| 46 | +b. The following notice shall be included in modifications and derivative works of source code |
| 47 | +distributed: “This software contains source code provided by NVIDIA Corporation.” |
| 48 | + |
| 49 | +c. You agree to distribute the CONTAINER subject to the terms at least as protective as the terms of |
| 50 | +this license, including (without limitation) terms relating to the license grant, license |
| 51 | +restrictions and protection of NVIDIA’s intellectual property rights. Additionally, you agree that |
| 52 | +you will protect the privacy, security and legal rights of your application users. |
| 53 | + |
| 54 | +d. You agree to notify NVIDIA in writing of any known or suspected distribution or use of the |
| 55 | +CONTAINER not in compliance with the requirements of this license, and to enforce the terms of your |
| 56 | +agreements with respect to the distributed CONTAINER. |
| 57 | + |
| 58 | +3. AUTHORIZED USERS. You may allow employees and contractors of your entity or of your |
| 59 | +subsidiary(ies) to access and use the CONTAINER from your secure network to perform work on your |
| 60 | +behalf. If you are an academic institution you may allow users enrolled or employed by the academic |
| 61 | +institution to access and use the CONTAINER from your secure network. You are responsible for the |
| 62 | +compliance with the terms of this license by your authorized users. |
| 63 | + |
| 64 | +4. LIMITATIONS. Your license to use the CONTAINER is restricted as follows: |
| 65 | + |
| 66 | +a. The CONTAINER is licensed for you to develop services and applications only for their use in |
| 67 | +systems with NVIDIA GPUs. |
| 68 | + |
| 69 | +b. You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary |
| 70 | +notices from any portion of the CONTAINER or copies of the CONTAINER. |
| 71 | + |
| 72 | +c. Except as expressly provided in this license, you may not copy, sell, rent, sublicense, transfer, |
| 73 | +distribute, modify, or create derivative works of any portion of the CONTAINER. For clarity, you may |
| 74 | +not distribute or sublicense the CONTAINER as a stand-alone product. |
| 75 | + |
| 76 | +d. Unless you have an agreement with NVIDIA for this purpose, you may not indicate that a service or |
| 77 | +an application created with the CONTAINER is sponsored or endorsed by NVIDIA. |
| 78 | + |
| 79 | +e. You may not bypass, disable, or circumvent any technical limitation, encryption, security, |
| 80 | +digital rights management or authentication mechanism in the CONTAINER. |
| 81 | + |
| 82 | +f. You may not replace any NVIDIA software components in the CONTAINER that are governed by this |
| 83 | +license with other software that implements NVIDIA APIs. |
| 84 | + |
| 85 | +g. You may not use the CONTAINER in any manner that would cause it to become subject to an open |
| 86 | +source software license. As examples, licenses that require as a condition of use, modification, |
| 87 | +and/or distribution that the CONTAINER be: (i) disclosed or distributed in source code form; (ii) |
| 88 | +licensed for the purpose of making derivative works; or (iii) redistributable at no charge. |
| 89 | + |
| 90 | +h. Unless you have an agreement with NVIDIA for this purpose, you may not use the CONTAINER with any |
| 91 | +system or application where the use or failure of the system or application can reasonably be |
| 92 | +expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use |
| 93 | +in avionics, navigation, military, medical, life support or other life critical applications. NVIDIA |
| 94 | +does not design, test or manufacture the CONTAINER for these critical uses and NVIDIA shall not be |
| 95 | +liable to you or any third party, in whole or in part, for any claims or damages arising from such |
| 96 | +uses. |
| 97 | + |
| 98 | +i. You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, and their respective |
| 99 | +employees, contractors, agents, officers and directors, from and against any and all claims, |
| 100 | +damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses |
| 101 | +(including but not limited to attorney’s fees and costs incident to establishing the right of |
| 102 | +indemnification) arising out of or related to your use of the CONTAINER outside of the scope of this |
| 103 | +license, or not in compliance with its terms. |
| 104 | + |
| 105 | +5. UPDATES. NVIDIA may, at its option, make available patches, workarounds or other updates to this |
| 106 | +CONTAINER. Unless the updates are provided with their separate governing terms, they are deemed part |
| 107 | +of the CONTAINER licensed to you as provided in this license. You agree that the form and content of |
| 108 | +the CONTAINER that NVIDIA provides may change without prior notice to you. While NVIDIA generally |
| 109 | +maintains compatibility between versions, NVIDIA may in some cases make changes that introduce |
| 110 | +incompatibilities in future versions of the CONTAINER. |
| 111 | + |
| 112 | +6. PRE-RELEASE VERSIONS. CONTAINER versions identified as alpha, beta, preview, early access or |
| 113 | +otherwise as pre-release may not be fully functional, may contain errors or design flaws, and may |
| 114 | +have reduced or different security, privacy, availability, and reliability standards relative to |
| 115 | +commercial versions of NVIDIA software and materials. You may use a pre-release CONTAINER version at |
| 116 | +your own risk, understanding that these versions are not intended for use in production or |
| 117 | +business-critical systems. NVIDIA may choose not to make available a commercial version of any |
| 118 | +pre-release CONTAINER. NVIDIA may also choose to abandon development and terminate the availability |
| 119 | +of a pre-release CONTAINER at any time without liability. |
| 120 | + |
| 121 | +7. THIRD-PARTY COMPONENTS. The CONTAINER may include third-party components with separate legal |
| 122 | +notices or terms as may be described in proprietary notices accompanying the CONTAINER. If and to |
| 123 | +the extent there is a conflict between the terms in this license and the third-party license terms, |
| 124 | +the third-party terms control only to the extent necessary to resolve the conflict. |
| 125 | + |
| 126 | +You acknowledge and agree that it is your sole responsibility to obtain any additional third-party |
| 127 | +licenses required to make, have made, use, have used, sell, import, and offer for sale your products |
| 128 | +or services that include or incorporate any third-party software and content relating to audio |
| 129 | +and/or video encoders and decoders from, including but not limited to, Microsoft, Thomson, |
| 130 | +Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies. NVIDIA does not grant to you under |
| 131 | +this license any necessary patent or other rights with respect to any audio and/or video encoders |
| 132 | +and decoders. |
| 133 | + |
| 134 | +Subject to the other terms of this license, you may use the CONTAINER to develop and test |
| 135 | +applications released under Open Source Initiative (OSI) approved open source software licenses. |
| 136 | + |
| 137 | +8. OWNERSHIP. |
| 138 | + |
| 139 | +8.1 NVIDIA reserves all rights, title and interest in and to the CONTAINER not expressly granted to |
| 140 | +you under this license. NVIDIA and its suppliers hold all rights, title and interest in and to the |
| 141 | +CONTAINER, including their respective intellectual property rights. The CONTAINER is copyrighted and |
| 142 | +protected by the laws of the United States and other countries, and international treaty provisions. |
| 143 | + |
| 144 | +8.2 Subject to the rights of NVIDIA and its suppliers in the CONTAINER, you hold all rights, title |
| 145 | +and interest in and to your services, applications and your derivative works of the sample source |
| 146 | +code delivered in the CONTAINER including their respective intellectual property rights. |
| 147 | + |
| 148 | +9. FEEDBACK. You may, but are not obligated to, provide to NVIDIA suggestions, fixes, modifications, |
| 149 | +feature requests or other feedback regarding the CONTAINER (“Feedback”). Feedback, even if |
| 150 | +designated as confidential by you, shall not create any confidentiality obligation for NVIDIA. |
| 151 | +NVIDIA and its designees have a perpetual, non-exclusive, worldwide, irrevocable license to use, |
| 152 | +reproduce, publicly display, modify, create derivative works of, license, sublicense, and otherwise |
| 153 | +distribute and exploit Feedback as NVIDIA sees fit without payment and without obligation or |
| 154 | +restriction of any kind on account of intellectual property rights or otherwise. |
| 155 | + |
| 156 | +10. NO WARRANTIES. THE CONTAINER IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE |
| 157 | +LAW NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER |
| 158 | +EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, |
| 159 | +NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT THE CONTAINER |
| 160 | +WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR |
| 161 | +THAT ALL ERRORS WILL BE CORRECTED. |
| 162 | + |
| 163 | +11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA AND ITS |
| 164 | +AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR |
| 165 | +FOR ANY LOST PROFITS, PROJECT DELAYS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF |
| 166 | +PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OR |
| 167 | +PERFORMANCE OF THE CONTAINER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF |
| 168 | +CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF |
| 169 | +ACTION OR THEORY OF LIABILITY, EVEN IF NVIDIA HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY |
| 170 | +HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL |
| 171 | +CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE NATURE OF THE |
| 172 | +LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. |
| 173 | + |
| 174 | +12. TERMINATION. Your rights under this license will terminate automatically without notice from |
| 175 | +NVIDIA if you fail to comply with any term and condition of this license or if you commence or |
| 176 | +participate in any legal proceeding against NVIDIA with respect to the CONTAINER. NVIDIA may |
| 177 | +terminate this license with advance written notice to you, if NVIDIA decides to no longer provide |
| 178 | +the CONTAINER in a country or, in NVIDIA’s sole discretion, the continued use of it is no longer |
| 179 | +commercially viable. Upon any termination of this license, you agree to promptly discontinue use of |
| 180 | +the CONTAINER and destroy all copies in your possession or control. Your prior distributions in |
| 181 | +accordance with this license are not affected by the termination of this license. All provisions of |
| 182 | +this license will survive termination, except for the license granted to you. |
| 183 | + |
| 184 | +13. APPLICABLE LAW. This license will be governed in all respects by the laws of the United States |
| 185 | +and of the State of Delaware, without regard to the conflicts of laws principles. The United Nations |
| 186 | +Convention on Contracts for the International Sale of Goods is specifically disclaimed. You agree to |
| 187 | +all terms of this license in the English language. The state or federal courts residing in Santa |
| 188 | +Clara County, California shall have exclusive jurisdiction over any dispute or claim arising out of |
| 189 | +this license. Notwithstanding this, you agree that NVIDIA shall still be allowed to apply for |
| 190 | +injunctive remedies or urgent legal relief in any jurisdiction. |
| 191 | + |
| 192 | +14. NO ASSIGNMENT. This license and your rights and obligations thereunder may not be assigned by |
| 193 | +you by any means or operation of law without NVIDIA’s permission. Any attempted assignment not |
| 194 | +approved by NVIDIA in writing shall be void and of no effect. NVIDIA may assign, delegate or |
| 195 | +transfer this license and its rights and obligations, and if to a non-affiliate you will be |
| 196 | +notified. |
| 197 | + |
| 198 | +15. EXPORT. The CONTAINER is subject to United States export laws and regulations. You agree to |
| 199 | +comply with all applicable |
| 200 | + |
| 201 | +U.S. and international export laws, including the Export Administration Regulations (EAR) |
| 202 | +administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. |
| 203 | +Department of Treasury’s Office of Foreign Assets Control (OFAC). These laws include restrictions on |
| 204 | +destinations, end-users and end-use. By accepting this license, you confirm that you are not |
| 205 | +currently residing in a country or region currently embargoed by the U.S. and that you are not |
| 206 | +otherwise prohibited from receiving the CONTAINER. |
| 207 | + |
| 208 | +16. GOVERNMENT USE. The CONTAINER is, and shall be treated as being, “Commercial Items” as that term |
| 209 | +is defined at 48 CFR § 2.101, consisting of “commercial computer software” and “commercial computer |
| 210 | +software documentation”, respectively, as such terms are used in, respectively, 48 CFR § 12.212 and |
| 211 | +48 CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S. Government or a |
| 212 | +U.S. Government subcontractor is subject to the restrictions in this license pursuant to 48 CFR § |
| 213 | +12.212 or 48 CFR § 227.7202. In no event shall the US Government user acquire rights in the |
| 214 | +CONTAINER beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2). |
| 215 | + |
| 216 | +17. NOTICES. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2788 |
| 217 | +San Tomas Expressway, Santa Clara, California 95051, United States of America, Attention: Legal |
| 218 | +Department. |
| 219 | + |
| 220 | +18. ENTIRE AGREEMENT. This license is the final, complete and exclusive agreement between the |
| 221 | +parties relating to the subject matter of this license and supersedes all prior or contemporaneous |
| 222 | +understandings and agreements relating to this subject matter, whether oral or written. If any court |
| 223 | +of competent jurisdiction determines that any provision of this license is illegal, invalid or |
| 224 | +unenforceable, the remaining provisions will remain in full force and effect. Any amendment or |
| 225 | +waiver under this license shall be in writing and signed by representatives of both parties. |
| 226 | + |
| 227 | +19. LICENSING. If the distribution terms in this license are not suitable for your organization, or |
| 228 | +for any questions regarding this license, please contact NVIDIA at nvidia-compute-license-questions@nvidia.com. |
| 229 | + |
| 230 | +(v. December 4, 2020) |
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