NVIDIA SOFTWARE LICENSE AGREEMENT

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE SOFTWARE

This software license agreement ("Agreement") is a legal agreement between you, whether an individual or entity, ("you") and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA Nsight Copilot software and materials that NVIDIA delivers to you under this Agreement ("Software"). NVIDIA and you are each a "party" and collectively the "parties."

By using the Software, you are affirming that you have read and agree to this Agreement. If you don't accept all the terms and conditions below, do not use the Software.

1. License Grant. The Software made available by NVIDIA to you is licensed, not sold. Subject to the terms of this Agreement, NVIDIA grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to install and use copies of the Software ("Purpose").

2. License Restrictions. Your license to use the Software is restricted as stated in this Section 2 ("License Restrictions"). You will cooperate with NVIDIA and, upon NVIDIA's written request, you will confirm in writing and provide reasonably requested information to verify your compliance with the terms of this Agreement. You may not:

    2.1 Use the Software for any purpose other than the Purpose;

    2.2 Sell, rent, sublicense, transfer, distribute or otherwise make available to others any portion of the Software ("License Grant");

    2.3 Reverse engineer, decompile, or disassemble the Software components provided in binary form, nor attempt in any other manner to obtain source code of such Software;

    2.4 Modify or create derivative works of the Software;

    2.5 Change or remove copyright or other proprietary notices in the Software;

    2.6 Bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism in the Software;

    2.7 Use the Software in any manner that would cause them to become subject to an open source software license, subject to the terms in Section 7 ("Components Under Other Licenses");

    2.8 Use the Software in violation of any applicable law or regulation in relevant jurisdictions; or

    2.9 Use the Software in or with any system or application where the use or failure of such system or application developed or deployed with Software could result in injury, death or catastrophic damage ("Mission Critical Applications"). NVIDIA will not be liable to you or any third party, in whole or in part, for any claims or damages arising from uses in Mission Critical Applications.

3. API Service and User Content.

    3.1 API Service. Subject to use limits defined by NVIDIA, the NVIDIA Software enables you to interact with an API service, including AI models, by providing content or inputs ("User Content"), associate User Content with the API service or generate output based on your interaction with the API service ("Generated Content"). The API service does not support content in all formats.

    3.2 Access Rights. Subject to this Agreement, NVIDIA will provide you access to the API service.

    3.3 You are solely responsible for all User Content and Generated Content, including without limitation that your use of such content complies with applicable law, this Agreement, and any other rules or guidelines that NVIDIA may make available from time to time.

    3.4 You must either own or have the appropriate rights, licenses and consents necessary to submit User Content to the API service. When you provide, make available, or create User Content or Generated Content on or through the API service, you grant NVIDIA, its affiliates and their service providers a worldwide license with respect to User Content and Generated Content, to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), display and transmit such User Content and Generated Content during your API service session solely to provide you with the API Service and as otherwise described in this Agreement, to improve NVIDIA products and services, or expressly disclosed to you for an API service.

    3.6 You acknowledge that NVIDIA does not manage or control User Content or Generated Content that you provide, make available or create through the NVIDIA API Catalog. You understand and agree that NVIDIA is not responsible for Generated Content, including any content that may be deemed inaccurate, harmful, biased or indecent. By testing this model, you assume the risk of any harm caused by any response or output of the model.

    3.7 If you make available User Content or create Generated Content through the Software, you agree you will not: (a) include any confidential information, controlled or sensitive data, including protected health information, personal data (unless expressly permitted by an API Service), payment card industry information or sensitive human subject research, or data that was processed or collected in violation of law; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to legal liability; (c) be fraudulent, false, misleading or deceptive, or impersonate or attempted to impersonate others; (d) be defamatory, obscene, pornographic, vulgar or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any other person; (g) contain any malware, viruses, drop dead device, worm, trojan horse, trap, back door or other software routine that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (h) use any robot, spider, data scrapping or extraction tool or other similar mechanism; (i) interfere with or disrupt the security, integrity or performance, or attempt to probe, scan or test the vulnerability of, or collect or store any personal data or personally identifiable information from any API service; (j) use or display NVIDIA's trademarks with any defamatory, obscene, pornographic, vulgar, offensive or violent content as determined by NVIDIA; or (k) otherwise infringe NVIDIA's rights in or violate its policies regarding use of its trademarks, available at https://www.nvidia.com/en-us/about-nvidia/legal-info/. You are responsible for the consequences of User Content or Generated Content that do not conform to these limitations.

    3.8 You agree that NVIDIA may, but is not obligated to, block, monitor, scan or review communications or User Content or Generated Content transmitted through the API service and that NVIDIA will not be responsible for the content of any such communications or transmissions.

    3.9 When using the API service, NVIDIA may give you the ability to rate and report information regarding the API service or Generated Content. Such information will be deemed "Feedback" as defined in Section 9 below.

4. Pre-Release. Software versions identified as alpha, beta, preview, early access or otherwise as pre-release ("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 NVIDIA commercial offerings. You use Pre-Release Software at your own risk. NVIDIA did not design or test the Software for use in production or business-critical systems. NVIDIA may choose not to make available a commercial version of Pre-Release Software. NVIDIA may also choose to abandon development and terminate the availability of Pre-Release Software at any time without liability.

5. Your Privacy: Collection and Use of Information.

    5.1 Privacy Policy. Please review the NVIDIA Privacy Policy, located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy, which explains NVIDIA's policy for collecting and using data, as well as visit the NVIDIA Privacy Center, located at https://www.nvidia.com/en-us/privacy-center, to manage your consent and privacy preferences.

    5.2 Collection Purposes. NVIDIA may collect certain personal information, such as your name and email address, and other information necessary to authenticate and enable you access to the Software.

    You hereby acknowledge that your User Content and Generated Content will be used to provide you with the service, to improve NVIDIA products and services, and as otherwise indicated in the API interface.

    In addition to User Content and Generated Content, you hereby acknowledge that through the Software and the API service NVIDIA will access and collect data to: (a) properly configure and optimize products for use with the Software or API service; (b) deliver content or service through the Software; and (c) to operate or improve the API service or other NVIDIA products and services.

    Information collected may include: (i) session metrics (e.g., the amount of chat sessions, type of request made); (ii) error logs and execution logs relating to your session (e.g., whether your query was responded to successfully); (iii) your feedback and rankings; (vi) configuration data; (v) operating system; (vi) installed applications and drivers used with the Software; and (vii) applications settings, performance and usage data. The foregoing data will be anonymized or aggregated as soon as reasonably possible.

    Further, your use of the API service will be logged to monitor for security, fraud or abuse and may be shared with third parties for this purpose.

    5.3 Third Party Privacy Practices. The Software may contain links to third party websites and services. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit to understand how they may collect, use and share your data. NVIDIA is not responsible for the privacy statements or practices of third-party sites or services.

6. Updates. NVIDIA may at any time and at its option, change, discontinue, or deprecate any part, or all, of the Software, or change or remove features or functionality, or make available patches, workarounds or other updates to the Software. Unless the updates are provided with their separate governing terms, they are deemed part of the Software licensed to you under this Agreement, and your continued use of the Software is deemed acceptance of such changes.

7. Components Under Other Licenses. The Software may include or be distributed with components provided with separate legal notices or terms that accompany the components, such as open source software licenses and other license terms ("Other Licenses"). The components are subject to the applicable Other Licenses, including any proprietary notices, disclaimers, requirements and extended use rights; except that this Agreement will prevail regarding the use of third-party open source software, unless a third-party open source software license requires its license terms to prevail. Open source software license means any software, data or documentation subject to any license identified as an open source license by the Open Source Initiative (http://opensource.org), Free Software Foundation (http://www.fsf.org) or other similar open source organization or listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation (http://www.spdx.org).

8. Ownership. The Software, including all intellectual property rights, is and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted in this Agreement, (a) NVIDIA reserves all rights, interests and remedies in connection with the Software, and (b) no other license or right is granted to you by implication, estoppel or otherwise.

9. Feedback. You may, but you are not obligated to, provide suggestions, requests, fixes, modifications, enhancements, or other feedback regarding the Software (collectively, "Feedback"). Feedback, even if designated as confidential by you, will not create any confidentiality obligation for NVIDIA or its affiliates. If you provide Feedback, you grant NVIDIA, its affiliates and its designees a non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up and transferable license, under your intellectual property rights, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit the Feedback at NVIDIA's discretion.

10. Confidentiality. You may use NVIDIA confidential information only to exercise your rights and perform your obligations under this Agreement. You will not disclose, nor authorize others to disclose NVIDIA confidential information to any third party, except as expressly authorized in this Agreement and as necessary for the Purpose, without obtaining NVIDIA's prior written approval. Each recipient of confidential information must be subject to a written agreement that includes confidentiality obligations consistent with these terms and must have a need to know for the Purpose. You will protect the NVIDIA confidential information with at least the same degree of care that you use to protect your own similar confidential and proprietary information, but no less than a reasonable degree of care. Confidential information includes, but is not limited to, the Software, including its features and functionality, and any results of benchmarking or other competitive analysis or regression or performance data relating to the Software.

11. No Publicity. You may not issue any public statements about this Agreement, disclose the Software, or any information or results related to your use of the Software, without NVIDIA's prior written approval.

12. AI Ethics. Use of the Software under this Agreement must be consistent with NVIDIA's Trustworthy AI terms at https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.

13. Term and Termination.

    13.1 Term. This Agreement has a duration of one (1) year starting from the date of initial download (even if you download the same version or updates of the Software later and it is accompanied by this Agreement or another Agreement), unless terminated earlier in accordance with this Agreement.

    13.2 Termination for Convenience. Either party may terminate this Agreement at any time with thirty (30) days' advance written notice to the other party.

    13.3 Termination for Cause. If you commence or participate in any legal proceeding against NVIDIA with respect to the Software, this Agreement will terminate immediately without notice. Either party may terminate this Agreement for cause if:

        (a) The other party fails to cure a material breach of this Agreement within ten (10) days of the non-breaching party's written notice of the breach; or

        (b) the other party breaches its confidentiality obligations or license rights under this Agreement, which termination will be effective immediately upon written notice.

    13.4 Effect of Termination. Upon any expiration or termination of this Agreement, you will promptly stop using and return, delete or destroy NVIDIA confidential information and all Software received under this Agreement. Upon written request, you will certify in writing that you have complied with your obligations under this Section 13.4 ("Effect of Termination").

    13.5 Survival. Section 6 ("Updates"), Section 7 ("Components Under Other Licenses"), Section 8 ("Ownership"), Section 9 ("Feedback"), Section 10 ("Confidentiality"), Section 11 ("No Publicity"), Section 13.4 ("Effect of Termination"), Section 13.5 ("Survival"), Section 14 ("Disclaimer of Warranties"), Section 15 ("Limitation of Liability"), Section 16 ("Governing Law and Jurisdiction and Section 17 ("General") will survive any expiration or termination of this Agreement.

14. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED BY NVIDIA AS-IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING. NVIDIA DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY THIRD-PARTY INFORMATION, TEXT, GRAPHICS, LINKS CONTAINED IN THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ANY DEFECTS OR ERRORS WILL BE CORRECTED, ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO INFORMATION OR ADVICE GIVEN BY NVIDIA WILL IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY PROVIDED IN THIS AGREEMENT.

15. Limitations of Liability.

    15.1 EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NVIDIA BE LIABLE FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR (A) THE COST OF PROCURING SUBSTITUTE GOODS, OR (B) LOSS OF PROFITS, REVENUES, USE, DATA OR GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY'S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

    15.2 DAMAGES CAP. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA'S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE U.S. DOLLARS (US$5).

16. Governing Law and Jurisdiction. This Agreement will be governed in all respects by the laws of the United States and the laws of the State of Delaware, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts residing in Santa Clara County, California will have exclusive jurisdiction over any dispute or claim arising out of or related to this Agreement, and the parties irrevocably consent to personal jurisdiction and venue in those courts; except that either party may apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.

17. General.

    17.1 Indemnity. By using the Software you agree to defend, indemnify and hold harmless NVIDIA and its affiliates and their respective officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses arising out of or in any way connected with your use of the Software in breach of the terms of this Agreement.

    17.2 Independent Contractors. The parties are independent contractors, and this Agreement does not create a joint venture, partnership, agency, or other form of business association between the parties. Neither party will have the power to bind the other party or incur any obligation on its behalf without the other party's prior written consent. Nothing in this Agreement prevents either party from participating in similar arrangements with third parties.

    17.3 No Assignment. NVIDIA may assign, delegate or transfer its rights or obligations under this Agreement by any means or operation of law. You may not, without NVIDIA's prior written consent, assign, delegate or transfer any of your rights or obligations under this Agreement by any means or operation of law, and any attempt to do so is null and void.

    17.4 No Waiver. No failure or delay by a party to enforce any term or obligation of this Agreement will operate as a waiver by that party, or prevent the enforcement of such term or obligation later.

    17.5 Trade Compliance. You agree to comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations. You confirm (a) your understanding that export or reexport of certain NVIDIA products or technologies may require a license or other approval from appropriate authorities and (b) that you will not export or reexport any products or technology, directly or indirectly, without first obtaining any required license or other approval from appropriate authorities, (i) to any countries that are subject to any U.S. or local export restrictions (currently including, but not necessarily limited to, Belarus, Cuba, Iran, North Korea, Russia, Syria, the Region of Crimea, Donetsk People's Republic Region and Luhansk People's Republic Region); (ii) to any end-user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, missiles, rocket systems, unmanned air vehicles capable of a maximum range of at least 300 kilometers, regardless of payload, or intended for military end-use, or any weapons of mass destruction; (iii) to any end-user who has been prohibited from participating in the U.S. or local export transactions by any governing authority; or (iv) to any known military or military-intelligence end-user or for any known military or military-intelligence end-use in accordance with U.S. trade compliance laws and regulations.

    17.6 Government Rights. The Software, documentation and technology ("Protected Items") are "Commercial products" as this term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in, respectively, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 & 252.227-7014(a)(1). Before any Protected Items are supplied to the U.S. Government, you will (i) inform the U.S. Government in writing that the Protected Items are and must be treated as commercial computer software and commercial computer software documentation developed at private expense; (ii) inform the U.S. Government that the Protected Items are provided subject to the terms of the Agreement; and (iii) mark the Protected Items as commercial computer software and commercial computer software documentation developed at private expense. In no event will you permit the U.S. Government to acquire rights in Protected Items beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2) or 252.227-7013(c) except as expressly approved by NVIDIA in writing.

    17.7 Notices. Please direct your legal notices or other correspondence to legalnotices@nvidia.com with a copy mailed to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United States of America, Attention: Legal Department. If NVIDIA needs to contact you, you consent to receive the notices by email and agree that such notices will satisfy any legal communication requirements.

    17.8 Severability. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, that provision will be deemed modified to the extent necessary to make it enforceable and the remainder of this Agreement will continue in full force and effect.

    17.9 Construction. The headings in the Agreement are included solely for convenience and are not intended to affect the meaning or interpretation of the Agreement. As required by the context of the Agreement, the singular of a term includes the plural and vice versa.

    17.10 Amendment. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

    17.11 Entire Agreement. Regarding the subject matter of this Agreement, the parties agree that (a) this Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications and (b) any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding and are null and void.

(v. January 30, 2025)


Nsight Copilot Notice and Disclaimer

By using Nsight Copilot, you acknowledge that you have read and agree to this notice and disclaimer. If you do not understand or agree, please do not use Nsight Copilot.

Nsight Copilot is an application connected to an API service powered by AI models and designed to provide information and assistance regarding CUDA software development for your personal use.

AI models generate responses and outputs based on complex algorithms and machine learning techniques, and those responses or outputs may be inaccurate, harmful, biased or indecent. By using Nsight Copilot, you assume the risk of any harm caused by any response or output from it. NVIDIA will not be responsible for any actions, losses, or damages suffered as a result of use of the Nsight Copilot or its output. We recommend that you verify the information before relying on it.

Please do not upload any confidential information or personal data. NVIDIA may collect and use information regarding your use of Nsight Copilot to improve its products and services. Please see NVIDIA's Privacy Policy for more information.