NVIDIA AI PRODUCT AGREEMENT

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING NVIDIA AI PRODUCTS.

This AI Product Agreement is entered into between the entity you represent or
you individually if you do not designate an entity (“Customer”) and NVIDIA
Corporation (“NVIDIA”). This AI Product Agreement consists of the terms and
conditions below and all documents attached to or referenced in this AI Product
Agreement (together, the “Agreement”). The AI Product catalogs include products
that can be used without payment and paid products and services. Key terms are
defined in Section 17.

By using or registering to use AI Products, Customer is affirming that Customer
has read the Agreement and agrees to its terms. If Customer does not have the
required authority to enter into the Agreement or if Customer does not accept
all the terms and conditions below, do not use (or register to use) AI Products.

1. AI PRODUCTS OFFERINGS.

1.1 Grant.

Subject to the terms of the Agreement, Customer’s Order Agreement and
Subscription or Perpetual license parameters, and payment of applicable fees,
NVIDIA grants Customer a non-exclusive, non-transferable, non-sublicensable
(except as expressly provided in the Agreement) license to do the following for
the duration of the license:

1.1.1 install and use copies of AI Products,

1.1.2 create Derivative Samples and Derivative Models to develop and test
services and applications,

1.1.3 configure the AI Product using the configuration files provided (as
applicable),

1.1.4 deploy AI Products, and Derivative Samples and Derivative Models Customer
develops as authorized in Section 1.1.2, on infrastructure Customer owns or
leases to offer a service, without distributing AI Products, Derivative Samples
and Derivative Models, and

1.1.5 develop and extend AI Products, and Derivative Samples and Derivative
Models Customer develops as authorized in Section 1.1.2, to develop Compatible
Applications, and deploy and distribute such Compatible Applications.

Notwithstanding the grants above, users that receive an Enterprise Product
identified as “not for resale” or “NFR”, typically a license to a distributor or
reseller, may exercise the grants in Section 1.1.1, Section 1.1.2 and Section
1.1.3 above solely for internal evaluation or to demonstrate the Enterprise
Product to others, and the grants in Section 1.1.4 and Section 1.1.5 are
excluded such that no production deployment or distribution is authorized.

Notwithstanding the grants above, NVIDIA DGX Software is only licensed for use
in NVIDIA DGX systems.

1.2 Authorized Users.

Customer’s and its subsidiaries’ employees and contractors may access and use
the AI Products from Customer devices to perform work authorized by the
Agreement on Customer’s behalf. If Customer is an academic institution, Customer
may allow users enrolled or employed by the academic institution to access and
use the AI Products as authorized by the Agreement from Customer’s devices.
Customer is responsible for the compliance with the terms of the Agreement by
Customer’s authorized users. Any act or omission that if committed by Customer
would constitute a breach of the Agreement will be deemed to constitute a breach
of the Agreement if committed by Customer’s authorized users.

1.3 License Types.

The terms in this Section 1.3 apply only to Enterprise Products, not to
Community Products.

The license types below describe features that may be part of an Enterprise
Product; and not all license types may be available for each Enterprise Product.
Enterprise Products are licensed under the following license types: Subscription
per CPU Socket, Subscription per GPU, Subscription per Node, Usage Based
Subscription, or Perpetual license. Once a certain Enterprise Product is under a
paid Subscription or Perpetual license, all Customer’s licenses to such
Enterprise Product must be under a paid Subscription or Perpetual license.
Customer’s order, license key or the product description will indicate the
parameters of Customer’s license.

NVIDIA may offer and sell, with different prices and terms, Enterprise Product
Subscriptions for a subset of the NVIDIA NGC AI Enterprise catalog. For example,
NVIDIA may indicate in the NVIDIA NGC AI Enterprise catalog that a subset of AI
Products is supported in a certain platform (e.g., a Subscription for the IGX
platform) and offer and sell a dedicated Enterprise Product Subscription for the
applicable AI Products in the identified platform.

1.4 Replacement Products.

NVIDIA may, from time to time at its discretion, give Customer the option to
replace a certain Enterprise Product, subject to payment of applicable fees. In
such cases, Customer must discontinue use of the replaced Enterprise Product
timely upon the start of use of the replacement Enterprise Product. If
requested in writing by NVIDIA, Customer will provide a written certificate
signed by an authorized officer affirming Customer’s compliance with the
replacement terms.

1.5 Promotional Offerings.

NVIDIA may, from time to time, offer free or discounted pricing programs
covering certain uses of Enterprise Products, as examples having different
license parameters or fees for evaluation or academic use. NVIDIA may stop
accepting new sign-ups or discontinue a promotional offering at any time.
Standard charges will apply after a promotional offering ends or if Customer
exceeds the promotional offering use terms. Customer must comply with any
additional terms, restrictions, or limitations (e.g., limitations on the total
amount of usage) for a promotional offering as described in the corresponding
offer terms.

1.5.1 NVIDIA Riva offer.

NVIDIA Riva is a Community Product for up to 90 days, and beyond this limit,
requires an Enterprise Product Subscription.  This is a one-time offer and
subsequent use of NVIDIA Riva without an Enterprise Product Subscription
requires a written agreement with NVIDIA.

2 REQUIREMENTS.

The requirements in this section apply for AI Products, and Derivative Samples
and Derivative Models Customer develops as authorized in Section 1.1.2, that
Customer deploys as a service and for Customer to exercise the distribution
grants:

2.1 Additional Functionality.

A service or application to third parties must have material additional
functionality, beyond the included portions of AI Products.

2.2 Notification of Misuse.

 Customer agrees to notify NVIDIA in writing of any known or suspected use or
distribution of AI Products, and Derivative Samples and Derivative Models
Customer develops as authorized in Section 1.1.2, not in compliance with the
terms and conditions the Agreement, and to enforce the terms of Customer’s
agreements with respect to AI Products.

2.3 NVIDIA Works Notice.

The following notice must be included in Derivative Samples and Derivative
Models distributed: “This software contains source code provided by NVIDIA
Corporation.”

2.4 Customer Agreements.

The terms under which Customer deploys as a service or distributes the AI
Products, and Derivative Samples and Derivative Models Customer develops as
authorized in Section 1.1.2, must be at least as protective as the terms of the
Agreement (including, but not limited to, terms relating to the grant,
restrictions and protection of Intellectual Property Rights).

2.5 Use Report.

Customer must report upon NVIDIA’s email request, no more than monthly, the AI
Products in use by all users Customer enabled, quantity, start and end dates,
and any other reasonably requested information for NVIDIA to determine the fees
due.

2.6 Enterprise Support.

Subject to the terms of the Agreement NVIDIA will provide Enterprise Support to
Customer for the duration indicated in the Order Agreement, and Enterprise
Support does not extend to any other parties.

2.7 License Administration.

Customer will be responsible for the administration of licenses and services to
Customer’s users during their use period.

2.8 Use of TAO Toolkit.

If Customer intends to deploy as a service or distribute AI Products that
include “unpruned”, “trainable” or “train-ready” Models or Derivative Models,
such Models are only distributable or deployable after trained using the NVIDIA
TAO Toolkit, which is separately available.

3 AI ETHICS.

Technology can have a profound impact on people and the world, and NVIDIA is
committed to enabling trust and transparency in AI development. NVIDIA
encourages Customer to adopt principles of AI ethics and trustworthiness to
guide Customer’s business decisions by doing the following:

3.1 Ethical Use.

Ensure the product or service Customer develops, uses, offers as a service or
distributes meets the ethical requirements of the relevant industry or use case
and that Customer has taken reasonable measures to address bias and inform users
of the limitations of the product or service.

3.2 Development Practices.

Ensure that in developing Customer’s product or service, Customer adopts
adequate measures to mitigate the risk of harming more vulnerable groups,
especially those that have been historically disadvantaged or are at risk of
exclusion.

3.3 Transparency.

Communicate information to stakeholders about the capabilities and limitations
of Customer’s product or service, including transparency about the fact that
stakeholders are dealing with an AI system.

3.4 Distributor or Reseller Duty.

If Customer is a distributor or reseller, ensure Customer does not sell to
anyone who Customer believes will use Customer’s products or services for an
improper purpose.

3.5 Prohibited Uses.

NVIDIA expressly prohibits the use of AI Products (a) for surveillance in
unauthorized private places, (b) for facial recognition in public places or by
law enforcement agencies, (c) for collecting or processing biometric
information without the consent of the subject, (d) to conduct activities that
infringe on or violate the rights of others, (e) to violate any applicable law
including, but not limited to, the General Data Protection Regulation (GDPR),
California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA),
Health Insurance Portability and Accountability Act (HIPAA), and China’s rules
and regulations applicable to generative artificial intelligence services and
deep synthesis services.

4 PRE-RELEASE VERSIONS AND FEATURES.

The AI Products versions and features identified as alpha, beta, preview or
otherwise in 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 commercially
provided NVIDIA software, materials and services. Use of a pre-release version
or feature may result in unexpected results, such as loss of use or loss of
content. Customer may use a pre-release version or feature at Customer’s risk,
understanding that such versions are not intended for use in business-critical
systems and Customer may stop using pre-release versions at Customer’s
convenience. NVIDIA may choose not to provide Enterprise Support for such
pre-release versions and NVIDIA may choose not to make available a commercial
version of any pre-release AI Product. NVIDIA may also choose to abandon
development and terminate the availability of a pre-release AI Product at any
time without liability. PRE-RELEASE VERSIONS ARE PROVIDED “AS-IS,” “WITH ALL
FAULTS,” AND “AS-AVAILABLE,” AND ARE EXCLUDED FROM ENTERPRISE SUPPORT AND ALL
LIMITED WARRANTIES PROVIDED IN THE AGREEMENT.

5 ENTERPRISE SUPPORT.

Enterprise Support is included as part of a Subscription and may be sold
separately for Perpetual licenses.  Except if pursuant to an accepted Order
Agreement, NVIDIA is under no obligation to provide any Enterprise Support.
Unless revisions to software or materials are provided with their separate
governing terms, they are deemed part of the applicable AI Products offering
and governed by the Agreement.

6 USERNAME AND PASSWORD.

Customer is responsible for securely maintaining log-in information for
Customer authorized users’ use, and for all activities under Customer’s
account(s). Customer agrees to notify NVIDIA at enterprisesupport@nvidia.com
immediately of any known or suspected security incidents or unauthorized use of
Customer’s account(s) or the AI Products.

7 COMPONENTS UNDER OTHER LICENSES.

7.1 Component Licenses.

The AI Products may include or be distributed with Separate Components. The
Separate Components are subject to the applicable OSS Licenses or other license
terms, including any proprietary notices, disclaimers, requirements and
extended use rights; except that the Agreement will prevail regarding the use
of third-party open source software, unless NVIDIA components are provided
under an OSS License or a third-party OSS License requires its license terms to
prevail.

7.2 No License Provided.

Customer acknowledges and agrees that it is Customer’s sole responsibility to
obtain any additional third-party licenses required to make, have made, use,
have used, sell, import, and offer for sale Customer’s products or services
that include or incorporate any Separate Components, including, without
limitation, audio and/or video encoders and decoders and implementations of
technical standards. NVIDIA does not grant to Customer under the Agreement any
necessary patent or other rights, including standard essential patent rights,
with respect to any Separate Components.

8 PAYMENT TERMS AND TAXES.

8.1 Fees and Taxes.

Customer may be able to purchase a Subscription or Perpetual license directly
from NVIDIA, or via a reseller (in some cases a cloud marketplace reseller), as
available. When purchasing directly from NVIDIA, the following terms apply:
Fees for the Subscriptions or Perpetual licenses are set forth in the
associated Order Agreement and are payable pursuant to the terms of such Order
Agreement. Unless otherwise expressly indicated in an Order Agreement, fees
will be invoiced upon Customer’s purchase, are payable upon invoice and are
expressed in U.S. Dollars. Each Order Agreement placed are non-cancelable and
fees received are non-refundable. All amounts not paid when due will accrue
interest (without the requirement of a notice) at the lower of 1.5% per month
or the highest rate permissible by law until the unpaid amounts are paid in
full. Fees do not include any taxes, duties or similar charges. If NVIDIA is
required to pay sales, use, property, value-added or other taxes based on the
payments provided under the Agreement and if NVIDIA is required to collect and
remit such taxes, then such taxes will be billed to and paid by Customer or
Customer’s reseller, unless NVIDIA receives a valid exemption or resale
certificate. If Customer is not billed the applicable tax under the Order
Agreement, then it is Customer’s responsibility to properly remit the tax
directly to the applicable tax jurisdiction. Further, Customer acknowledges
that the payments to NVIDIA under the Agreement will be made in full without
reduction for withholding taxes, if applicable. This section will not apply to
taxes based on NVIDIA’s net income or payroll taxes.

8.2 Overdue Payment.

If any payment is overdue from Customer or a reseller, NVIDIA reserves the
right to suspend or terminate Subscriptions or Perpetual licenses, in addition
to any other remedies it may have, until the payment delinquency is corrected.
Payment obligations survive any expiration or termination of the Agreement.

8.3 Price Changes.

Any price change will only apply to purchases after the price change.

9 LIMITATIONS.

The following limitations and restrictions apply to the AI Products, and
Derivative Samples and Derivative Models Customer develops as authorized in
Section 1.1.2, and Customer is responsible for the consequences of
non-conformance with these limitations:

9.1 Customer will use the AI Products exclusively for authorized and legal
purposes, consistent with the Agreement’s terms and all applicable laws,
regulations and the rights of others, including, without limitation, export and
import, security and data privacy, including health information privacy, laws,
rules and regulations.

9.2 The AI Products, and Derivative Samples and Derivative Models Customer
develops as authorized in Section 1.1.2, may run on any computing system with or
without NVIDIA GPUs, except that NVIDIA proprietary software (such as drivers,
CUDA and TensorRT software) is licensed only to run on systems with NVIDIA GPUs.
For clarity, NVIDIA proprietary software may be present on systems without
NVIDIA GPUs, if not running on such systems.

9.3 Customer may not combine the use of paid and unpaid AI Products, Derivative
Samples and Derivative Models in a way intended to avoid incurring fees or
exceeding use limits or quotas; and the grant to make copies does not change or
increase the number of Enterprise Product licenses Customer has, or their
license parameters.

9.4 Customer may not reverse engineer, decompile, disassemble AI Product
components provided in binary form, nor attempt in any other manner to obtain
source code of such AI Product components.

9.5 Except as expressly granted in the Agreement, Customer may not copy, sell,
resell, rent, sublicense, transfer, assign, timeshare, distribute, modify, or
create derivative works of any portion of the AI Products, including, without
limitation, in any publicly accessible software repositories. Unless Customer is
an authorized distributor or reseller, Customer may not distribute or sublicense
the AI Products on a stand-alone basis.

9.6 Customer may not indicate that a product or service developed with the AI
Products is sponsored or endorsed by NVIDIA.

9.7 Customer may not bypass, disable, or circumvent any technical limitation,
encryption, security, digital rights management or authentication mechanism
contained in the AI Products.

9.8 Customer may not use the AI Products in any manner that would cause
components to become subject to an OSS License or other shareware license.

9.9 Customer may not distribute or disclose to third parties results of
benchmarking, competitive analysis, regression or performance data relating to
the AI Products without the prior written permission from NVIDIA.

9.10 Customer may not replace any NVIDIA software components in the AI Products
that are governed by the Agreement with other software that implements NVIDIA
application programming interfaces (APIs).

9.11 Customer may not reverse engineer, decompile or disassemble any portion of
the output generated using the NVIDIA proprietary software for the purpose of
translating such output artifacts to target a non-NVIDIA platform.

9.12 Customer may not use the AI Products for the purpose of developing
competing products or technologies or assisting a third party in such
activities.

9.13 Customer may not share any of your training dataset, training results or
contents collected from China, including but not limited to personal
information, road data, geospatial data, state secrets or any national security
related data, with NVIDIA in any form.

9.14 Customer acknowledges that the AI Products as delivered under the Agreement
are not tested or certified by NVIDIA for use in any Critical Application.
Examples of Critical Applications include, without limitation, use in avionics,
navigation, autonomous vehicle applications, AI solutions for automotive
products, military, medical, or life support or other life or mission critical
application. Beyond NVIDIA delivering the AI Products in accordance with the
Agreement, NVIDIA will not be liable to Customer or any third party, in whole or
in part, for any claims or damages arising from such uses. Customer is solely
responsible for ensuring that systems and applications developed or deployed
with the AI Products include sufficient safety and redundancy features and
comply with all applicable legal and regulatory standards and requirements.

9.15 Customer agrees 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 (i) products or services that have
been developed or deployed with or use the AI Products (including results or
data generated from such use), 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 the Agreement.  If Customer is prohibited by law from
entering into the indemnification obligation above, then Customer assumes, to
the extent permitted by law, all liability for all claims, demands, actions,
losses, liabilities, and expenses (including attorneys’ fees, costs and expert
witnesses’ fees) that are the stated subject matter of the indemnification
obligation above.

10 TERMINATION.

10.1 Automatic License Termination.

For Enterprise Products indicated by NVIDIA to be Perpetual or Subscription
based, Customer license terminates automatically without notice from NVIDIA at
the earlier of the expiration or termination of the applicable license or the
Agreement, and either party may terminate licenses for other AI Products for
convenience with thirty (30) days prior written notice to the other party.

10.2 Early Termination of the Agreement.

NVIDIA may at any time with advance written notice terminate the Agreement or
an Order Agreement (i) if use of an AI Product, Derivative Sample or Derivative
Model materially breaches the terms of the Agreement, or violates the rights of
others, or violates applicable laws and regulations, (ii) if Customer commences
or participates in any legal proceeding against NVIDIA with respect to an AI
Product, Derivative Samples or Derivative Models, or (iii) as needed, in
NVIDIA’s reasonable judgment, to comply with laws and regulations. Customer may
terminate at any time the Agreement or an Order Agreement if NVIDIA does not
timely cure a material breach of the Agreement. If the termination basis is
breach and the breach is curable, the other party will have thirty (30) days
from the date of notification to cure the breach, or five (5) days to cure if
the breach is of a payment obligation.

10.3 Effects of Termination.

Upon any expiration or termination of the Agreement or an Order Agreement, any
fees owed to NVIDIA become immediately due and payable even if longer terms
have been agreed earlier. NVIDIA or an NVIDIA reseller will also bill Customer
for any minimum commitment during a committed period in the event of early
termination for any reason other than for NVIDIA’s uncured material breach.
Customer agrees to promptly discontinue use of the affected AI Products,
Derivative Samples and Derivative Models, and destroy all copies in Customer’s
possession or control (including any licenses in use by Customer’s authorized
users). Upon written request, Customer will certify in writing that Customer
has complied with Customer’s commitments under this section.

10.4 Enterprise Support Termination.

Enterprise Support ends (i) at the earlier of the expiration or termination of
an AI Product Subscription, and (ii) upon termination of a Perpetual license,
and in either case no credit or refund will be provided.

10.5 Survival.

All provisions of the Agreement which by their nature should survive
termination will survive termination, including, without limitation, the terms
in Sections 8 through 17.

11 DATA COLLECTION.

11.1 Collection Purposes.

Customer hereby acknowledges that AI Products may collect data for the
following purposes: (a) properly configure and optimize products for use with
AI Products; (b) deliver content or service through AI Products; (c) check for
compliance with the license or detect fraud or other malicious activity; and
(d) improve NVIDIA products and services. Information collected may include:
(i) configuration data; (ii) operating system; (iii) installed applications and
drivers used with AI Products; and (iv) application settings, performance and
usage data. With Customer’s consent, diagnostic data, including crash reports,
may be collected. Further, NVIDIA may require certain personal information such
as name, email address and entitlement information to deliver or provide AI
Products to Customer. Please review documentation accompanying the relevant AI
Products for data collection specific to the AI Product.

11.2 Third Party Privacy Practices.

The AI Products may contain links to third party websites and services, and
Customer’s use of third party products and services may be subject to such
third party privacy statements or practices.  NVIDIA is not responsible for the
privacy statements or practices of third parties.

11.3 Privacy Policy.

The NVIDIA Privacy Policy, located at NVIDIA Privacy Policy, explains NVIDIA’s
policy for collecting and using data, and Customer can visit the NVIDIA Privacy
Center, located at https://www.nvidia.com/en-us/privacy-center, to manage
Customer’s consent and privacy preferences. If Customer accesses the AI
Products through Customer’s enterprise organization, please contact Customer’s
systems administrator with any questions relating to the collection and
processing of Customer’s data. If Customer is its enterprise organization’s
systems administrator, please contact enterprisesupport@nvidia.com to manage
the organization’s privacy preferences.

12 OWNERSHIP, ATTRIBUTION AND FEEDBACK.

12.1 NVIDIA Ownership.

The AI Products, including all Intellectual Property Rights, are and will
remain the sole and exclusive property of NVIDIA or its licensors. Except as
expressly granted in the Agreement, (i) NVIDIA reserves all rights, interests
and remedies in connection with the AI Products, and (ii) no other license or
right is granted to Customer by implication, estoppel or otherwise.

12.2 Customer Ownership.

Subject to the rights of NVIDIA and its suppliers in AI Products, Customer
holds all rights, title and interest in and to Customer’s services,
applications and Derivative Samples and Derivative Models Customer develops as
permitted in the Agreement including their respective Intellectual Property
Rights.

12.3 Attribution.

Customer may not change or remove copyright or other proprietary notices in the
AI Products or misrepresent the authorship of the AI Products, and Customer
must cause any modified files to carry prominent notices stating that Customer
changed the files such that modifications are not misrepresented as an original
AI Product.  Except as necessary to give attribution to works as described in
this section, Customer is not granted any trademark license under the
Agreement.

12.4 Feedback.

Customer may, but is not obligated to, provide Feedback to NVIDIA or an NVIDIA
Affiliate.

Feedback, even if designated as confidential by Customer, will not create any
confidentiality obligation for NVIDIA or its Affiliates. If Customer provides
Feedback, Customer hereby grants NVIDIA, its Affiliates and its designees a
non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free,
fully paid-up, and transferable license, under Customer’s 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 for any purpose at NVIDIA’s discretion.  Customer agrees that Customer
will not give Feedback (i) that Customer has 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.  Customer represents and
warrants that Customer has sufficient rights in any Feedback that Customer
provides to grant the rights described above.

13 WARRANTY DISCLAIMER.

THE AI PRODUCTS ARE 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 THE 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 AI PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS; THAT ANY DEFECTS
OR ERRORS WILL BE CORRECTED; THAT ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT
AI PRODUCTS ARE 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 THE AGREEMENT.

14 LIMITATION OF LIABILITY.

14.1 Disclaimers.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NVIDIA BE LIABLE FOR
ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
(II) DAMAGES FOR THE (A) COST OF PROCURING SUBSTITIVE GOODS, OR (B) LOST
PROFITS, REVENUE, USE, DATA OR GOODWILL ARISING OUT OF OR IN CONNECTION WITH
THE AGREEMENT OR THE USE OR THE PERFORMANCE OF AI PRODUCTS 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.

14.2 Damages Capped.

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 THE AGREEMENT WILL NOT EXCEED THE NET AMOUNT PAID FOR
CUSTOMER’S USE UNDER AN ACTIVE LICENSE FOR THE PARTICULAR AI PRODUCT GIVING
RISE TO THE CLAIM BEFORE THE LIABILITY AROSE (or up to US$10.00 if Customer
obtained such AI Product at no charge).

15 GOVERNING LAW.

The 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 the 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.

16 GENERAL.

16.1 Assignment.

NVIDIA may assign, delegate or transfer its rights or obligations under the
Agreement by any means or operation of law. Customer agrees that Customer will
not transfer or assign the Agreement or Customer’s rights and obligations by
any means or operation of law without NVIDIA’s permission. Any attempted
assignment not approved by NVIDIA in a signed writing will be void and of no
effect.

16.2 Subcontracting.

NVIDIA may subcontract obligations under the Agreement but will remain liable
to Customer for any subcontracted obligations.

16.3 Notices.

If NVIDIA needs to contact Customer about the AI Products, Customer consents to
receive notices electronically.  Customer is responsible for keeping Customer’s
notification email current. The parties agree that electronic notice will
satisfy any legal communication requirements, and that email notices will be
treated as received when the email is sent. Customer is required to send legal
notices to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara,
California 95051, United States of America, Attention: Legal Department, with
an emailed copy to legalnotices@nvidia.com.

16.4 Trade and Compliance.

Customer agrees 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.  Customer
confirms that Customer 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 it knows or has 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 AI Products under the Agreement must be consistent with
NVIDIA’s HumanRightsPolicy.pdf (nvidia.com).

16.5 Government Rights.

The AI Products, 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, Customer 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 Customer 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.

16.6 Force Majeure.

Except for payment of fees or taxes, neither party will be liable during an
instance of Force Majeure.

16.7 Audit.

During the term of the Agreement and for a period of three (3) years
thereafter, Customer will maintain complete and accurate information regarding
Customer’s activities under the Agreement and NVIDIA or an independent auditor
will have the right to audit Customer during regular business hours to validate
and confirm Customer’s information and compliance with the terms of the
Agreement. Audits will be conducted no more frequently than annually, unless
non-compliance was previously found. If an audit reveals an underpayment,
Customer will promptly remit the full amount of such underpayment to NVIDIA
including interest that will accrue (without the requirement of a notice) at
the lower of 1.5% per month or the highest rate permissible by law. If the
underpaid amount exceeds five percent (5%) of the amounts payable to NVIDIA
during the audited period or if the audit reveals a material non-conformance
with the terms of the Agreement, then Customer will reimburse NVIDIA’s
reasonable audit costs. Further, Customer agrees that the party transacting to
sell AI Products to Customer may share with NVIDIA information regarding
Customer’s compliance with the Agreement.

16.8 Entire Agreement.

Regarding the subject matter of the Agreement, the parties agree that (i) the
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.

16.9 Severability.

If any provision of the Agreement is deemed invalid by a court of competent
jurisdiction, the invalidity of such provision will not affect the validity of
the remaining provisions of the Agreement, which will remain in full force and
effect.

16.10 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.

16.11 Independent Contractors.

The parties are independent contractors, and the 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.

16.12 Independent Development.

Nothing in the Agreement will be construed to limit or restrict either party
from independently developing, providing, or acquiring any materials, services,
products or technology that are similar to the subject of the Agreement,
provided that the party does not breach its obligations under the Agreement in
doing so.

16.13 Construction.

The parties and their respective counsel have negotiated the Agreement and it
will be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party. 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.

16.14 Licensing.

If the terms in the Agreement are not suitable for Customer’s organization, or
for any questions regarding the Agreement, please contact NVIDIA at
aienterprise-questions@nvidia.com.

17 Definitions.

17.1 “Affiliate” means an entity that owns or controls, is owned or controlled
by, or is under common ownership or control with a party, where “control” is the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, whether through ownership
of voting securities, by contract or otherwise.

17.2 “AI Products” means all Community Products and Enterprise Products.

17.3 ”Community Products” means the offerings in the NVIDIA NGC AI catalog at
https://ngc.nvidia.com/, as updated from time to time, and such offerings are
exclusive of Enterprise Support.

17.4 “Compatible Application” means an application that is an extension to an AI
Product that does not adversely affect the functionality of the other components
in an AI Product.

17.5 “CPU Socket” means (i) for on-premise deployments, the number of physical
processors in the computing environment on which the Enterprise Product is
installed, or (ii) in a cloud computing environment, the compute instance on
which the Enterprise Product is installed. For per CPU Socket licenses, NVIDIA
requires one Enterprise Product license per compute instance.

17.6 “Critical Application” means any system or application where the use or
failure of such system or application could result in injury, death, or
catastrophic damage.

17.7 “Derivative Samples” means all modifications, derivatives, adaptations,
extensions or enhancements to sample or example source code delivered by NVIDIA.

17.8 “Derivative Models” means all modifications, derivatives, adaptations,
extensions or enhancements to a Model, works based on a Model, or any other
model which is created or initialized by transfer of patterns of the weights,
parameters, activations or output of a Model, to the other model, in order to
cause the other model to perform similarly to the Model, including (but not
limited to) distillation methods entailing the use of intermediate data
representations or methods based on the generation of synthetic data by the
Model for training the other model.

17.9 “Enterprise Products” means those offerings in the NVIDIA NGC AI Enterprise
catalog at https://ngc.nvidia.com/nvaie-supported, as updated from time to time,
the NVIDIA Base Command Manager product and NVIDIA DGX Software.

17.10 “Enterprise Support” means the services described at
https://docs.nvidia.com/enterprise-services-policy.pdf, as updated from time to
time, for AI Products.

17.11 “Feedback” means suggestions, fixes, modifications, enhancements,
techniques, requests, other feedback or materials, whether oral or in writing,
relating to or in connection with the AI Products.

17.12 “Force Majeure” means an event or circumstance that prevents or delays a
party from performing its obligations under the 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 (including, without limitation, acts of
God, natural disaster, acts of government, flood, fire, earthquakes, pandemics,
civil unrest, acts of terror or general labor disturbances such as strikes), and
(ii) cannot be overcome or avoided by that party using reasonably diligent
efforts.

17.13 “GPU” means (I) for on-premise deployments, the number of physical GPUs in
the computing environment which is accessed by the Enterprise Product, or (ii)
in a cloud computing environment, the number and type of GPUs attached to the
compute instance on which the Enterprise Product is installed.  For per GPU
licenses, NVIDIA requires one Enterprise Product license for each GPU. For
Enterprise Products that are licensed under the Agreement to run on computing
environments or compute instances without an NVIDIA GPU, NVIDIA requires one
Enterprise Product license for each computing environment, or compute instance.

17.14 “Intellectual Property Rights” means all intellectual property rights,
including all patents, trademarks, trade dress, copyrights, database rights,
trade secrets, know-how, mask works, and any other similar protected rights in
any country including all related applications for and registrations of these
rights.

17.15 “Model” means any AI Product that is a machine-learning based assembly
(including checkpoints), consisting of learnt weights, parameters (including
optimizer states) and configuration files that may be trained or tuned, in whole
or in part, on data.

17.16 “NVIDIA NGC” is the website at ngc.nvidia.com and its subdomains.

17.17 “NVIDIA DGX Software” means NVIDIA provided operating system and software
specific for NVIDIA DGX systems as indicated by NVIDIA in documentation.

17.18 “NVIDIA Riva” means add-on AI Products identified as part of the Riva
collection at NVIDIA’s discretion.

17.19 “Node” means (i) for on-premise deployments, the number of physical
servers in the computing environment on which the Enterprise Product is
installed, or (ii) in a cloud computing environment, the number of compute
instances on which the Enterprise Product runs. For per Node licenses, NVIDIA
requires one Enterprise Product license per Node.

17.20 “Order Agreement” means a marketplace private offer issued by NVIDIA and
accepted by Customer or a direct agreement with NVIDIA for the purchase of
Subscriptions or Perpetual licenses.

17.21 “OSS 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).

17.22 “Perpetual” means a license to an Enterprise Product that is exclusive of
Enterprise Support, however NVIDIA may require Customer to separately purchase
certain Enterprise Support for a minimum period.  After the expiration of
Enterprise Support, Customer retains the right to use a Perpetual license at the
last-supported level subject to the terms of the Agreement.

17.23 “Separate Component” means a component provided with separate legal
notices or terms that accompany the components, such as OSS Licenses and other
license terms.

17.24 “Subscription” means Customer’s license to an AI Product, inclusive of
Enterprise Support, for a fixed duration.

17.25 “Usage Based” means a license to an Enterprise Product that is metered and
billed based on consumption, such as by the hour, and is inclusive of certain
Enterprise Support for the duration of the license.

(v. September 1, 2023)
