NVIDIA Corporation

Software License Agreement SDK

IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING
Do not use or load the SDK and any associated materials provided by 
NVIDIA on the extranet (collectively, the Software) until You have carefully 
read the following terms and conditions. By loading or using the Software, You 
agree to fully comply with the terms and conditions of this Software License 
Agreement (Agreement) by and between NVIDIA Corporation, a Delaware 
corporation with its principal place of business at 2701 San Tomas Expressway, 
Santa Clara, California 95050 U.S.A. (NVIDIA), and You. If You do not wish to 
so agree, do not install or use the Software.

For the purposes of this Agreement:

Licensee, You and/or Your shall mean, collectively and 
individually, Original Equipment Manufacturers, Independent Hardware 
Vendors, Independent Software Vendors, and End-Users of the Software 
pursuant to the terms and conditions of this Agreement.

Derivative Works shall mean derivatives of the Software created by You or 
a third party on Your behalf, which term shall include: (a) for copyrightable 
or copyrighted material, any translation, abridgement, revision or other 
form in which an existing work may be recast, transformed or adapted; (b) 
for work protected by topography or mask right, any translation, abridgement, 
revision or other form in which an existing work may be recast, transformed or 
adapted; (c) for patentable or patented material, any Improvement; and (d) for 
material protected by trade secret, any new material derived from or 
employing such existing trade secret.

Intellectual Property Rights shall mean all proprietary rights, including all 
patents, trademarks, copyrights, know-how, trade secrets, mask works, 
including all applications and registrations thereto, and any other similar 
protected rights in any country.

SECTION 1 - GRANT OF LICENSE.
NVIDIA agrees to provide the Software and any associated materials pursuant 
to the terms and conditions of this Agreement. Subject to the terms of this 
Agreement, NVIDIA grants to You a nonexclusive, transferable, worldwide, 
revocable, limited, royalty-free, fully paid-up license under NVIDIAs 
copyrights to

(a) install, deploy, use, have used execute, reproduce, display, perform, 
run, modify the source code of the Software, or to prepare and have 
prepared Derivative Works thereof the Software for Your own 
internal development, testing and maintenance purposes to 
incorporate the Software or Derivative Works thereof,
in part or whole, into Your software applications that execute on or 
use NVIDIA hardware and software; and

(b) to transfer, distribute and sublicense Derivative Works (in object 
code only) created by You as incorporated (in whole or in part) in Your 
software applications that execute on or use NVIDIA hardware and software.

     You may exercise your license rights pursuant to Subsection 1(b) above 
pursuant to the terms and conditions of any form of end-user software 
license agreement, provided Your end-user agrees to be bound by terms 
and conditions that are as protective of NVIDIAs Intellectual Property 
Rights in the Software as this Agreement.

     If You are not the final manufacturer or vendor of a computer system or 
software program incorporating the Software, or if Your Contractors (as defined 
below), affiliates or subsidiaries need to exercise any, some or all of the license 
grant described above herein to the Software on Your behalf, then You may 
transfer a copy of the Software, (and related end-user documentation) to 
such recipient for use in accordance with the terms of this Agreement, 
provided such recipient agrees to be fully bound by the terms hereof. Except as 
expressly permitted in this Agreement, Unless otherwise authorized in the 
Agreement, You shall not otherwise assign, sublicense, lease, or in any 
other way transfer or disclose Software to any third party. Unless otherwise 
authorized in the Agreement, You shall not reverse- compile, disassemble, 
reverse-engineer, or in any manner attempt to derive the source code of the 
Software from the object code portions of the Software.

     Except as expressly stated in this Agreement, no license or right is 
granted to You directly or by implication, inducement, estoppel or 
otherwise. NVIDIA shall have the right to inspect or have an independent 
auditor inspect Your relevant records to verify Your compliance with the 
terms and conditions of this Agreement.

SECTION 2 - CONFIDENTIALITY.
If applicable, any exchange of Confidential Information (as defined in the 
NDA) shall be made pursuant to the terms and conditions of a separately 
signed Non-Disclosure Agreement (NDA) by and between NVIDIA and You. 
For the sake of clarity, You agree that the Software is Confidential 
Information of NVIDIA.

       If You wish to have a third party consultant or subcontractor 
("Contractor") perform work on Your behalf which involves access to or use of 
Software, You shall obtain a written confidentiality agreement from the 
Contractor which contains terms and obligations with respect to access to or 
use of Software no less restrictive than those set forth in this Agreement 
and excluding any distribution or sublicense rights, and use for any other 
purpose than permitted in this Agreement. Otherwise, You shall not disclose 
the terms or existence of this Agreement or use NVIDIA's name in any 
publications, advertisements, or other announcements without NVIDIA's 
prior written consent. Unless otherwise provided in this Agreement, You do 
not have any rights to use any NVIDIA trademarks or logos.


SECTION 3 - OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS. 
All rights, title and interest to all copies of the Software remain with NVIDIA, 
subsidiaries, licensors, or its suppliers. The Software is copyrighted and 
protected by the laws of the
United States and other countries, and international treaty provisions. You 
may not remove any copyright notices from the Software. NVIDIA may make 
changes to the Software, or to items referenced therein, at any time and 
without notice, but is not obligated to support or update the Software. Except 
as otherwise expressly provided, NVIDIA grants no express or implied right 
under any NVIDIA patents, copyrights, trademarks, or other intellectual 
property rights.

     All rights, title and interest in the Derivative Works of the Software 
remain with You subject to the underlying license from NVIDIA to the 
Software. You grant NVIDIA an irrevocable, perpetual, nonexclusive, 
worldwide, royalty-free paid-up license to make, have made, use, have used, 
sell, license, distribute, sublicense or otherwise transfer Derivative Works 
created by You that add functionality or improvement to the Software.

     You have no obligation to give NVIDIA any suggestions, comments or 
other feedback (Feedback) relating to the Software. However, NVIDIA 
may use and include any Feedback that You voluntarily provide to improve 
the Software or other related NVIDIA technologies. Accordingly, if You 
provide Feedback, You agree NVIDIA and its licensees may freely use, 
reproduce, license, distribute, and otherwise commercialize the Feedback in 
the Software or other related technologies without the payment of any 
royalties or fees.

SECTION 4 - NO WARRANTIES.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED 
WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF 
MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A 
PARTICULAR PURPOSE. NVIDIA does not warrant or assume responsibility 
for the accuracy or completeness of any information, text, graphics, links or 
other items contained within the Software. NVIDIA does not represent that 
errors or other defects will be identified or corrected.

SECTION 5 - LIMITATION OF LIABILITY.
EXCEPT WITH RESPECT TO THE MISUSE OF THE OTHER PARTYS 
INTELLECTUAL PROPERTY OR DISCLOSURE OF THE OTHER PARTYS 
CONFIDENTIAL INFORMATION IN BREACH OF THIS AGREEMENT, IN NO 
EVENT SHALL NVIDIA, SUBSIDIARIES, LICENSORS, OR ITS SUPPLIERS BE 
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT 
LIMITATION, INDIRECT, LOST PROFITS, CONSEQUENTIAL, BUSINESS 
INTERRUPTION OR LOST INFORMATION) ARISING OUT OF THE USE OF OR 
INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED 
OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS 
PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED 
WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE 
ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE 
OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO 
JURISDICTION. NOTWITHSTANDING THE FOREGOING, NVIDIAS 
AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT 
EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD$100).


SECTION 6 - TERM.
This Agreement and the licenses granted hereunder shall be effective as of the 
date You download the applicable Software (Effective Date) and continue 
for a period of one (1) year (Initial Term) respectively, unless terminated 
earlier in accordance with the Termination provision of this Agreement. 
Unless either party notifies the other party of its intent to terminate this 
Agreement at least three (3) months prior to the end of the Initial Term or 
the applicable renewal period, this Agreement will be automatically 
renewed for one (1) year renewal periods thereafter, unless terminated in 
accordance with the Termination provision of this Agreement.

SECTION 7 - TERMINATION.
NVIDIA may terminate this Agreement at any time if You violate its terms. 
Upon termination, You will immediately destroy the Software or return all 
copies of the Software to NVIDIA, and certify to NVIDIA in writing that such 
actions have been completed. Upon termination or expiration of this 
Agreement the license grants to Licensee shall terminate, except that 
sublicenses rightfully granted by Licensee under this Agreement in 
connection with Section 1(b) of this Agreement provided by Licensee prior 
to the termination or expiration of this Agreement shall survive in 
accordance with their respective form of license terms and conditions.

SECTION 8  MISCELLANEOUS.

SECTION 8.1 - SURVIVAL.
Those provisions in this Agreement, which by their nature need to survive 
the termination or expiration of this Agreement, shall survive termination or 
expiration of the Agreement, including but not limited to Sections 2, 3, 4, 5, 7, 
and 8.

SECTION 8.2 - APPLICABLE LAWS.
Claims arising under this Agreement shall be governed by the laws of 
Delaware, excluding its principles of conflict of laws and the United Nations 
Convention on Contracts for the Sale of Goods. The state and/or federal 
courts residing in Santa Clara County, California shall have exclusive 
jurisdiction over any dispute or claim arising out of this Agreement. You may 
not export the Software in violation of applicable export laws and 
regulations.

SECTION 8.3 - AMENDMENT.
The Agreement shall not be modified except by a written agreement that 
names this Agreement and any provision to be modified, is dated subsequent 
to the Effective Date, and is signed by duly authorized representatives of both 
parties.

SECTION 8.4  NO WAIVER.
No failure or delay on the part of either party in the exercise of any right, 
power or remedy under this Agreement or under law, or to insist upon or 
enforce performance by the other party of any of the provisions of this 
Agreement or under law, shall operate as a waiver thereof, nor shall any 
single or partial exercise of any right, power or remedy preclude
other or further exercise thereof, or the exercise of any other right, power 
or remedy; rather the provision, right, or remedy shall be and remain in 
full force and effect.

SECTION 8.5  NO ASSIGNMENT.
This Agreement and Licensees rights and obligations herein, may not be 
assigned, subcontracted, delegated, or otherwise transferred by Licensee 
without NVIDIAs prior written consent, and any attempted assignment, 
subcontract, delegation, or transfer in violation of the foregoing will be null 
and void. The terms of this Agreement shall be binding upon Licensees 
assignees.

SECTION 8.6 - GOVERNMENT RESTRICTED RIGHTS.
The parties acknowledge that the Software is subject to U.S. export control 
laws and regulations. The parties agree to comply with all applicable 
international and national laws that apply to the Software, including the 
U.S. Export Administration Regulations, as well as end-user, end-use and 
destination restrictions issued by U.S. and other governments.

       The Software has been developed entirely at private expense and is 
commercial computer software provided with RESTRICTED RIGHTS. Use, 
duplication or disclosure of the Software by the U.S. Government or a U.S. 
Government subcontractor is subject to the restrictions set forth in the 
Agreement under which the Software was obtained 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, 2701 San Tomas 
Expressway, Santa Clara, CA 95050. Use of the Software by the Government 
constitutes acknowledgment of NVIDIA's proprietary rights therein.

SECTION 8.7  INDEPENDENT CONTRACTORS.
Licensees relationship to NVIDIA is that of an independent contractor, and 
neither party is an agent or partner of the other. Licensee will not have, and 
will not represent to any third party that it has, any authority to act on behalf 
of NVIDIA.

SECTION 8.8 - SEVERABILITY.
If for any reason a court of competent jurisdiction finds any provision of this 
Agreement, or portion thereof, to be unenforceable, that provision of the 
Agreement will be enforced to the maximum extent permissible so as to 
affect the intent of the parties, and the remainder of this Agreement will 
continue in full force and effect. This Agreement has been negotiated by the 
parties and their respective counsel and will be interpreted fairly in 
accordance with its terms and without any strict construction in favor of or 
against either party.

SECTION 8.9 - ENTIRE AGREEMENT.
This Agreement and NDA constitute the entire agreement between the parties 
with respect to the subject matter contemplated herein, and merges all prior 
and contemporaneous communications.
