License Agreement for NVIDIA Software Development Kits
Release date: January 28, 2020 

1.1. License 

1.1.1. License Grant 

Subject to the terms of this Agreement, NVIDIA hereby grants you a non-exclusive, nontransferable 
license, without the right to sublicense (except as expressly provided in this 
Agreement) to:

1. 
Install and use the SDK, 
2. 
Modify and create derivative works of sample source code delivered in the SDK, 
and 
3. 
Distribute those portions of the SDK that are identified in this Agreement as 
distributable, as incorporated in object code format into a software application that 
meets the distribution requirements indicated in this Agreement. 

1.1.2. Distribution Requirements 

These are the distribution requirements for you to exercise the distribution grant:
1. 
Your application must have material additional functionality, beyond the included 
portions of the SDK. 
2. 
The distributable portions of the SDK shall only be accessed by your application. 
3. 
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.” 
4. 
Unless a developer tool is identified in this Agreement as distributable, it is 
delivered for your internal use only. 
5. 
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. 
6. 
You agree to notify NVIDIA in writing of any known or suspected distribution or 
use of the SDK not in compliance with the requirements of this Agreement, and to 
enforce the terms of your agreements with respect to distributed SDK. 

1.1.3. Authorized Users 

You may allow employees and contractors of your entity or of your subsidiary(ies) to 
access and use the SDK from your secure network to perform work 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 SDK from your secure network. 

You are responsible for the compliance with the terms of this Agreement by your 
authorized users. If you become aware that your authorized users didn’t follow 
the terms of this Agreement, you agree to take reasonable steps to resolve the noncompliance 
and prevent new occurrences. 

1.1.4. Pre-Release SDK 

The SDK versions identified as alpha, beta, preview or otherwise as pre-release, may 
not be fully functional, may contain errors or design flaws, and may have reduced or 
different security, privacy, accessibility, availability, and reliability standards relative to 
commercial versions of NVIDIA software and materials. Use of a pre-release SDK may 
result in unexpected results, loss of data, project delays or other unpredictable damage 
or loss. 

You may use a pre-release SDK at your own risk, understanding that pre-release SDKs 
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 SDK. 
NVIDIA may also choose to abandon development and terminate the availability of a 
pre-release SDK at any time without liability. 

1.1.5. Updates 

NVIDIA may, at its option, make available patches, workarounds or other updates to 
this SDK. Unless the updates are provided with their separate governing terms, they are 
deemed part of the SDK licensed to you as provided in this Agreement. You agree that 
the form and content of the SDK that NVIDIA provides may change without prior notice 
to you. While NVIDIA generally maintains compatibility between versions, NVIDIA 
may in some cases make changes that introduce incompatibilities in future versions of 
the SDK. 

1.1.6. Third Party Licenses 

The SDK may come bundled with, or otherwise include or be distributed with, third 
party software licensed by a NVIDIA supplier and/or open source software provided 
under an open source license. Use of third party software is subject to the third-party 
license terms, or in the absence of third party terms, the terms of this Agreement. 
Copyright to third party software is held by the copyright holders indicated in the third-
party software or license. 

1.1.7. Reservation of Rights 

NVIDIA reserves all rights, title, and interest in and to the SDK, not expressly granted to 
you under this Agreement. 

1.2. Limitations 

The following license limitations apply to your use of the SDK:
1. 
You may not reverse engineer, decompile or disassemble, or remove copyright or 
other proprietary notices from any portion of the SDK or copies of the SDK. 
2. 
Except as expressly provided in this Agreement, you may not copy, sell, rent, 
sublicense, transfer, distribute, modify, or create derivative works of any portion of 
the SDK. For clarity, you may not distribute or sublicense the SDK as a stand-alone 
product. 
3. 
Unless you have an agreement with NVIDIA for this purpose, you may not indicate 
that an application created with the SDK is sponsored or endorsed by NVIDIA. 
4. 
You may not bypass, disable, or circumvent any encryption, security, digital rights 
management or authentication mechanism in the SDK. 
5. 
You may not use the SDK 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 SDK be: 
a. 
Disclosed or distributed in source code form; 
b. 
Licensed for the purpose of making derivative works; or 
c. 
Redistributable at no charge. 
6. 
Unless you have an agreement with NVIDIA for this purpose, you may not use 
the SDK with any system or application where the use or failure of the system or 
application can reasonably be expected to threaten or result in personal injury, 
death, or catastrophic loss. Examples include use in avionics, navigation, military, 
medical, life support or other life critical applications. NVIDIA does not design, test 
or manufacture the SDK for these critical uses and NVIDIA shall not be liable to you 
or any third party, in whole or in part, for any claims or damages arising from such 
uses. 
7. 
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 of or related 
to your use of the SDK outside of the scope of this Agreement, or not in compliance 
with its terms. 

1.3. Ownership
1. 
NVIDIA or its licensors hold all rights, title and interest in and to the SDK and its 
modifications and derivative works, including their respective intellectual property 
rights, subject to your rights described in this section. This SDK may include 
software and materials from NVIDIA’s licensors, and these licensors are intended 
third party beneficiaries that may enforce this Agreement with respect to their 
intellectual property rights.
2. 
You hold all rights, title and interest in and to your applications and your derivative 
works of the sample source code delivered in the SDK, including their respective 
intellectual property rights, subject to NVIDIA’s rights described in this section. 
3. 
You may, but don’t have to, provide to NVIDIA suggestions, feature requests 
or other feedback regarding the SDK, including possible enhancements or 
modifications to the SDK. For any feedback that you voluntarily provide, you 
hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, 
irrevocable license to use, reproduce, modify, license, sublicense (through multiple 
tiers of sublicensees), and distribute (through multiple tiers of distributors) it 
without the payment of any royalties or fees to you. NVIDIA will use feedback 
at its choice. NVIDIA is constantly looking for ways to improve its products, 
so you may send feedback to NVIDIA through the developer portal at https:// 
developer.nvidia.com. 

1.4. No Warranties 

THE SDK IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO 
THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES 
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER 
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY 
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 
TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, 
WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF 
TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. 

1.5. Limitation 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, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF 
DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE 
PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT 
OR THE USE OR PERFORMANCE OF THE SDK, 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. IN NO EVENT WILL 
NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR 
ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE OF THE 
LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR 
EXTEND THIS LIMIT. 

These exclusions and limitations of liability shall apply regardless if NVIDIA or its 
affiliates have been advised of the possibility of such damages, and regardless of 
whether a remedy fails its essential purpose. These exclusions and limitations of liability 
form an essential basis of the bargain between the parties, and, absent any of these 
exclusions or limitations of liability, the provisions of this Agreement, including, without 
limitation, the economic terms, would be substantially different. 

1.6. Termination
1. 
This Agreement will continue to apply until terminated by either you or NVIDIA as 
described below. 
2. 
If you want to terminate this Agreement, you may do so by stopping to use the SDK. 
3. 
NVIDIA may, at any time, terminate this Agreement if: 
a. 
(i) you fail to comply with any term of this Agreement and the non-compliance 
is not fixed within thirty (30) days following notice from NVIDIA (or 
immediately if you violate NVIDIA’s intellectual property rights); 
b. 
(ii) you commence or participate in any legal proceeding against NVIDIA with 
respect to the SDK; or 
c. 
(iii) NVIDIA decides to no longer provide the SDK in a country or, in NVIDIA’s 
sole discretion, the continued use of it is no longer commercially viable. 
4. 
Upon any termination of this Agreement, you agree to promptly discontinue 
use of the SDK and destroy all copies in your possession or control. Your prior 
distributions in accordance with this Agreement are not affected by the termination 
of this Agreement. Upon written request, you will certify in writing that you have 
complied with your commitments under this section. Upon any termination of this 
Agreement all provisions survive except for the license grant provisions. 

1.7. General 

If you wish to assign this Agreement or your rights and obligations, including by 
merger, consolidation, dissolution or operation of law, contact NVIDIA to ask for 
permission. Any attempted assignment not approved by NVIDIA in writing shall be 
void and of no effect. NVIDIA may assign, delegate or transfer this Agreement and its 
rights and obligations, and if to a non-affiliate you will be notified. 

You agree to cooperate with NVIDIA and provide reasonably requested information to 
verify your compliance with this Agreement. 

This Agreement will be governed in all respects by the laws of the United States and of 
the State of Delaware as those laws are applied to contracts entered into and performed 
entirely within Delaware by Delaware residents, without regard to the conflicts of laws 
principles. The United Nations Convention on Contracts for the International Sale of 
Goods is specifically disclaimed. You agree to all terms of this Agreement in the English 
language. 

The state or federal courts residing in Santa Clara County, California shall have exclusive 
jurisdiction over any dispute or claim arising out of this Agreement. 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. 

If any court of competent jurisdiction determines that any provision of this Agreement is 
illegal, invalid or unenforceable, such provision will be construed as limited to the extent 
necessary to be consistent with and fully enforceable under the law and the remaining 
provisions will remain in full force and effect. Unless otherwise specified, remedies are 
cumulative. 

Each party acknowledges and agrees that the other is an independent contractor in the 
performance of this Agreement. 

The SDK has been developed entirely at private expense and is “commercial items” 
consisting of “commercial computer software” and “commercial computer software 
documentation” provided with RESTRICTED RIGHTS. Use, duplication or disclosure 
by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions 
in this Agreement pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs 
(c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 
FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2788 San Tomas 
Expressway, Santa Clara, CA 95051. 

The SDK is subject to United States export laws and regulations. You agree that you will 
not ship, transfer or export the SDK into any country, or use the SDK 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 
Agreement, 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 
SDK. 

Any notice delivered by NVIDIA to you under this Agreement will be delivered via 
mail, email or fax. You agree that any notices that NVIDIA sends you electronically 
will satisfy any legal communication requirements. 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. 

This Agreement and any exhibits incorporated into this Agreement constitute the 
entire agreement of the parties with respect to the subject matter of this Agreement 
and supersede all prior negotiations or documentation exchanged between the parties 

www.nvidia.com 
End User License Agreements (EULA) 
DR-06739-001_v01_v11.0