NVIDIA SOFTWARE LICENSE
=======================

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA")
and governs your use of the NVIDIA CubinLinker software and materials provided
hereunder (“SOFTWARE”).

By taking delivery of the SOFTWARE, 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 SOFTWARE 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, NVIDIA grants you a
   revocable, non-exclusive limited license to:

   (a) install and use the SOFTWARE, and
   (b) distribute the SOFTWARE subject to the distribution requirements
       described in this license. NVIDIA reserves all rights, title and
       interest in and to the SOFTWARE not expressly granted to you under this
       license.

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

   a. The terms under which you distribute the SOFTWARE must be consistent with
      the terms of this license, including (without limitation) terms relating
      to the license grant and license restrictions and protection of NVIDIA’s
      intellectual property rights.
   b. You agree to notify NVIDIA in writing of any known or suspected
      distribution or use of the SOFTWARE not in compliance with the
      requirements of this license, and to enforce the terms of your agreements
      with respect to distributed SOFTWARE. 

3. LIMITATIONS. Your license to use the SOFTWARE is restricted as follows:

   a. The SOFTWARE is licensed for you to develop applications only for use in
      systems with NVIDIA GPUs.
   b. You may not reverse engineer, decompile or disassemble, modify, create
      derivative works of, remove copyright or other proprietary notices from
      any portion of the SOFTWARE or copies of the SOFTWARE.
   c. You may not bypass, disable, or circumvent any technical measure,
      encryption, security, digital rights management or authentication
      mechanism in the SOFTWARE.
   d. You may not use the SOFTWARE 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
      SOFTWARE be

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

4. OWNERSHIP. The SOFTWARE and the related intellectual property rights therein
   are and will remain the sole and exclusive property of NVIDIA or its
   licensors. 

5. 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.

6. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR
   IMPLIED WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
   MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
   NVIDIA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR
   THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL
   ERRORS WILL BE CORRECTED. 

7. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND
   ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR
   CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR
   THE USE OR PERFORMANCE OF THE SOFTWARE, 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. 

8. 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 SOFTWARE. Additionally, NVIDIA may
   terminate this license with advance written notice to you. Upon any
   termination of this license, you agree to promptly discontinue use of the
   SOFTWARE 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. 

9. 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. 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 an equivalent type of urgent legal
   relief in any jurisdiction. 

10. 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. 
 
11. EXPORT. The SOFTWARE is subject to United States export laws and
    regulations. You agree that you 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 Industry and Security or economic sanctions
    regulations administered by the U.S. Department of Treasury’s Office of
    Foreign Assets Control (OFAC), or any applicable export laws, restrictions
    or regulations.  These laws include restrictions on destinations, end users
    and end use. By accepting this license, you confirm that you are not a
    resident or citizen of any country currently embargoed by the U.S. and that
    you are not otherwise prohibited from receiving the SOFTWARE.

12. 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. This license may only be modified in a
    writing signed by an authorized representative of each party.

(v. July 28, 2022)
