                       NVIDIA Software License Agreement
IMPORTANT NOTICE  -  PLEASE READ AND AGREE BEFORE USING THE SOFTWARE.
This 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 Clang binaries for NVIDIA Grace software and materials provided
under this Agreement ("Software").
This Agreement can be accepted only by an adult of legal age of majority in the
country in which the Software is used.
If you don't have the required age or authority to accept this Agreement, or if
you don't accept all the terms and conditions of this Agreement, do not use the
Software.
You agree to use the Software only for purposes that are permitted by this
Agreement and any applicable law or regulation in the relevant jurisdictions.
 License Grant. Subject to the terms of this Agreement, NVIDIA grants you a
non-exclusive, revocable, non-transferable, non-sublicensable (except as
expressly granted in this Agreement), license to:
 install and use copies of the Software,
 modify and create derivative works of sample or example Software provided by
NVIDIA in source code format, and
 distribute runtime libraries, samples or examples and headers contained in the
directory named "redistributable", in binary format as incorporated into a
software application subject to the following distribution requirements:
 Your application must have material additional functionality, beyond the
included portions of the Software.
 The distributable portions of the Software shall only be accessed by your
application.
 The following notice shall be included in modifications and derivative works
of sample source code distributed: "This software contains source code provided
by NVIDIA Corporation."
  Unless a developer tool is identified in this Agreement as distributable, it
is delivered for your internal use only.
 The terms under which you distribute your application must be consistent with
the terms of this Agreement, including (without limitation) terms relating to
the license grant and license restrictions and protection of NVIDIA's
intellectual property rights. Additionally, you agree that you will protect the
privacy, security and legal rights of your application users.
 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
Agreement, and to enforce the terms of your agreements with respect to
distributed Software.
 Limitations. Your license to use the Software is restricted as follows:
 The Software is licensed for you to develop applications only for use in
NVIDIA platform hardware systems.
 You may not reverse engineer, decompile or disassemble the Software components
provided in binary form, nor attempt in any other manner to obtain source code
of the Software.
 You may not change or remove copyright or other proprietary notices in the
Software.
 Except as expressly granted in this Agreement, you may not copy, sell, rent,
sublicense, transfer, distribute, modify or create derivative works of the
Software, or make its functionality available to others.
 You may not bypass, disable or circumvent any technical limitation,
encryption, security, digital rights management or authentication mechanism in
the Software.
 You may not use the Software for the purpose of developing competing products
or technologies or assist a third party in such activities.
 You may not indicate that a product or service developed with the Software is
sponsored or endorsed by NVIDIA.
 You may not reverse engineer, decompile or disassemble any portion of the
output generated using Software elements for the purpose of translating such
output artifacts to target a non-NVIDIA platform.
 You may not use the Software in any manner that would cause it to become
subject to an open source software license; subject to the terms in the
"Components Under Other Licenses" section below.
 You may not use the Software provided under this Agreement in a 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
(each, a "Mission Critical Application"). Examples of Mission Critical
Applications include use in avionics, navigation, autonomous vehicle
applications, AI solutions for automotive products, military, medical, life
support or other mission-critical or life-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 these uses. You are solely responsible for ensuring that
systems and applications developed with the Software include sufficient safety
and redundancy features and comply with all applicable legal and regulatory
standards and requirements.
 You agree to defend, indemnify and hold harmless NVIDIA and its affiliates,
and their respective employees, contractors, agents, officers and directors,
from and against any and all claims, damages, obligations, losses, liabilities,
costs or debt, fines, restitutions and expenses (including but not limited to
attorney's fees and costs incident to establishing the right of
indemnification) arising out or related to (i) products or services that have
been developed or deployed with or use the Software, or claims that they
violate laws, or infringe, violate, or misappropriate any third party right; or
(ii) a violation of the terms and conditions of this Agreement.
 Authorized Users. You may allow employees and contractors of your entity or of
your subsidiary(ies) to access and use the Software from your secure network to
perform the work authorized by this Agreement on your behalf. If you are an
academic institution, you may allow users enrolled or employed by the academic
institution to access and use the Software as authorized by this Agreement from
your secure network. You are responsible for the compliance with the terms of
this Agreement by your authorized users. Any act or omission that if committed
by you would constitute a breach of this Agreement will be deemed to constitute
a breach of this Agreement if committed by your authorized users.
 Pre-Release Versions. Software versions or specific features identified as
alpha, beta, preview, early access or otherwise as 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
commercial versions of NVIDIA offerings. You may use pre-release Software at
your own risk, understanding that such versions are not intended for use in
production or business-critical systems. NVIDIA may choose not to make
available a commercial version of any pre-release Software. NVIDIA may also
choose to abandon development and terminate the availability of pre-release
Software at any time without liability.
 Updates. NVIDIA may, at its option, 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
as provided in this Agreement.
 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. 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).
 Termination. This Agreement will automatically terminate without notice from
NVIDIA if you fail to comply with any of the terms in this Agreement or if you
commence or participate in any legal proceeding against NVIDIA with respect to
the Software. Additionally, NVIDIA may terminate this Agreement with prior
written notice to you if, in NVIDIA's sole discretion, the continued use of the
Software is no longer commercially viable or creates liabilities for NVIDIA.
You agree to cooperate with NVIDIA and provide reasonably requested information
to verify your compliance with this Agreement. Upon any termination, you must
stop using and destroy all copies of the Software. Upon written request, you
will certify in writing that you have complied with your commitments under this
section. All provisions will survive termination, except for the licenses
granted to you.
 Ownership.
9.1 NVIDIA 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, (i) NVIDIA reserves all rights,
interests and remedies in connection with the Software and (ii) no other
license or right is granted to you by implication, estoppel or otherwise.
9.2 Your Ownership. Subject to the rights of NVIDIA and its suppliers in the
Software, you hold all rights, title and interest in and to your services,
applications and derivative works of samples or examples you develop as
permitted in this Agreement including their respective intellectual property
rights.
9.3 Non-Assert. You agree that you will not, and will not assist or enable any
other party to, assert or threaten to assert any intellectual property rights
against NVIDIA or its affiliates with respect to new software samples or
examples that NVIDIA or its affiliates may develop and make available in the
future.
 Feedback. You may, but are not obligated to, provide suggestions, requests,
fixes, modifications, enhancements or other feedback regarding or in connection
with your use of 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 hereby
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. You will not give Feedback (i) that you have reason to
believe is subject to any restriction that impairs the exercise of the grant
stated in this section, such as third-party intellectual property rights or
(ii) subject to license terms which seek to require any product incorporating
or developed using such Feedback, or other intellectual property of NVIDIA or
its affiliates, to be licensed to or otherwise shared with any third party.
 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. WITHOUT
LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET
YOUR REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT 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.
NVIDIA does not warrant or assume responsibility for the accuracy or
completeness of any third-party information, text, graphics or links contained
in the Software.
 Limitations of Liability.
 DISCLAIMERS. 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 THE (A) 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.
 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).
 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.
 General.
 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.
 No Waiver. No waiver of any term of the Agreement will be deemed a further or
continuing waiver of such term or any other term, and NVIDIA's failure to
assert any right or provision under the Agreement will not constitute a waiver
of such right or provision.
 Trade and Compliance. You agree to comply with all applicable export, import,
trade and economic sanctions laws and regulations, including U.S. Export
Administration Regulations and Office of Foreign Assets Control regulations.
You confirm 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, Cuba, Iran, North Korea, 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, 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. Use of the Software under this Agreement must be consistent with
NVIDIA's HumanRightsPolicy.pdf (nvidia.com).
 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.
 Notices. Please direct your legal notices or other correspondence to NVIDIA
Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United
States of America, Attention: Legal Department, with a copy emailed to
legalnotices@nvidia.com. If NVIDIA needs to contact you about the Software, you
consent to receive the notices by email and agree that such notices will
satisfy any legal communication requirements.
 Force Majeure. Neither party will be liable during any period where an event
or circumstance prevents or delays that party from performing its obligations
under this Agreement and that event or circumstance: (i) is not within the
reasonable control of that party and is not the result of that party's
negligence, and (ii) cannot be overcome or avoided by that party using
reasonably diligent efforts.
 Severability and Amendment. 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. Any amendment to this
Agreement must be in writing and signed by authorized representatives of both
parties.
 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.
 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.
 Entire Agreement. Regarding the subject matter of this Agreement, the parties
agree that (i) this Agreement constitutes the entire and exclusive agreement
between the parties and supersedes all prior and contemporaneous communications
and (ii) 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. November 29, 2023)


