Software License Agreement for NVIDIA CUDA Toolkit

IMPORTANT NOTICE -- READ CAREFULLY: This Software License Agreement
("Agreement") for NVIDIA CUDA Toolkit, including computer software and
associated documentation ("Software"), is the Agreement which governs use
of the SOFTWARE of NVIDIA Corporation and its subsidiaries ("NVIDIA")
downloadable herefrom. By downloading, installing, copying, or otherwise
using the SOFTWARE, You (as defined below) agree to be bound by the terms
of this Agreement. If You do not agree to the terms of this Agreement, do
not download the SOFTWARE.

RECITALS

Use of NVIDIA's SOFTWARE requires three elements: the SOFTWARE, an NVIDIA
GPU or application processor ("NVIDIA Hardware"), and a computer system.
The SOFTWARE is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The
SOFTWARE is not sold, and instead is only licensed for Your use, strictly
in accordance with this Agreement. The NVIDIA Hardware is protected by
various patents, and is sold, but this Agreement does not cover the sale or
use of such hardware, since it may not necessarily be sold as a package
with the SOFTWARE. This Agreement sets forth the terms and conditions of
the SOFTWARE only.

1. DEFINITIONS

1.1	"Licensee," "You," or "Your" shall mean the entity or individual
that downloads and uses the SOFTWARE.

1.2	"Redistributable SOFTWARE" shall mean the redistributable libraries
referenced in Attachment A of this Agreement.

1.3	"SOFTWARE" shall mean the deliverables provided pursuant to this
Agreement.

2. GRANT OF LICENSE

2.1 Rights and Limitations of Grant. NVIDIA hereby grants Licensee the
following limited, non-exclusive, non-transferable, non-sublicensable
(except as expressly permitted otherwise for Redistributable Software in
Section 2.1.2 of this Agreement) right to use the SOFTWARE, with the
following limitations:

2.1.1 Usage Rights. Licensee may install and use multiple copies of the
SOFTWARE on a shared computer or concurrently on different computers, and
make multiple back-up copies of the SOFTWARE, solely for Licensee's use
within Licensee's Enterprise. "Enterprise" shall mean individual use by
Licensee or any legal entity (such as a corporation or university) and the
subsidiaries it owns by more than 50 percent.

2.1.2. Redistribution Rights. Licensee may, transfer, redistribute and
sublicense certain files of the Redistributable SOFTWARE, as defined in
Attachment A of this Agreement; provided, however Licensee shall only
install such files into a private (non-shared) directory location that is
used only by Licensee's product(s).

2.1.3 Linux/FreeBSD Exception. Notwithstanding the foregoing terms of
Section 2.1.1, SOFTWARE designed exclusively for use on the Linux or
FreeBSD operating systems, or other operating systems derived from the
source code to these operating systems, may be copied and redistributed,
provided that the binary files thereof are not modified in any way (except
for unzipping of compressed files).

2.1.3 Additional Licensing Obligations

Licensee acknowledges and agrees that its use of certain third party
components included with the SOFTWARE may be subject to additional
licensing terms and conditions as set forth or referenced in Attachment B
of this Agreement.

2.1.4 Limitations.

No Reverse Engineering. Licensee may not reverse engineer, decompile, or
disassemble the SOFTWARE, nor attempt in any other manner to obtain the
source code.

No Separation of Components. The SOFTWARE is licensed as a single product.
Except as authorized in this Agreement, Software component parts of the
Software may not be separated for use on more than one computer, nor
otherwise used separately from the other parts.

No Rental. Licensee may not rent or lease the SOFTWARE to someone else.

3. TERM AND TERMINATION

This Agreement will continue in effect for two (2) years ("Initial Term)
after Your initial download and use of the SOFTWARE, subject to the
exclusive right of NVIDIA to terminate as provided herein. The term of this
Agreement will automatically renew for successive one (1) year renewal
terms after the Initial Term, unless either party provides to the other
party at least three (3) months prior written notice of termination before
the end of the applicable renewal term.

This Agreement will automatically terminate if Licensee fails to comply
with any of the terms and conditions hereof. In such event, Licensee must
destroy all copies of the SOFTWARE and all of its component parts.

Defensive Suspension. If Licensee commences or participates in any legal
proceeding against NVIDIA, then NVIDIA may, in its sole discretion, suspend
or terminate all license grants and any other rights provided under this
Agreement during the pendency of such legal proceedings.

4. COPYRIGHT

All rights, title, interest and copyrights in and to the SOFTWARE
(including but not limited to all images, photographs, animations, video,
audio, music, text, and other information incorporated into the SOFTWARE),
the accompanying printed materials, and any copies of the SOFTWARE, are
owned by NVIDIA, or its suppliers. The SOFTWARE is protected by copyright
laws and international treaty provisions. Accordingly, Licensee is required
to treat the SOFTWARE like any other copyrighted material, except as
otherwise allowed pursuant to this Agreement and that it may make one copy
of the SOFTWARE solely for backup or archive purposes.

RESTRICTED RIGHTS NOTICE. Software has been developed entirely at private
expense and is commercial computer software provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S.
Government subcontractor is subject to the restrictions set forth in the
Agreement under which 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

5. APPLICABLE LAW

This Agreement shall be deemed to have been made in, and shall be construed
pursuant to, the laws of the State of Delaware. The United Nations
Convention on Contracts for the International Sale of Goods is specifically
disclaimed. The courts of Santa Clara County, California shall have
exclusive jurisdiction and venue over any dispute arising out of or
relating to this Agreement.


6. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY

6.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT.

6.2 No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF
NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 No Support.  NVIDIA has no obligation to support or to provide any
updates of the Software.

7. MISCELLANEOUS

7.1 Feedback. Notwithstanding any Non-Disclosure Agreement executed by and
between the parties, the parties agree that in the event Licensee or NVIDIA
provides Feedback (as defined below) to the other party   on how to design,
implement, or improve the SOFTWARE or Licensee's product(s) for use with
the SOFTWARE, the following terms and conditions apply the Feedback:

7.1.1	Exchange of Feedback. Both parties agree that neither party has an
obligation to give the other party any suggestions, comments or other
feedback, whether verbally or in written or source code form, relating to
(i) the SOFTWARE; (ii) Licensee's products; (iii) Licensee's use of the
SOFTWARE; or (iv) optimization/interoperability of  Licensee's product with
the SOFTWARE (collectively defined as "Feedback").  In the event either
party provides Feedback to the other party, the party receiving the
Feedback may use any Feedback that the other party voluntarily provides to
improve the (i) SOFTWARE or other related NVIDIA technologies, respectively
for the benefit of NVIDIA; or (ii) Licensee's product or other related
Licensee technologies, respectively for the benefit of Licensee.
Accordingly, if either party provides Feedback to the other party, both
parties agree that the other party and its respective licensees may freely
use, reproduce, license, distribute, and otherwise commercialize the
Feedback in the (i) SOFTWARE or other related technologies; or (ii)
Licensee's products or other related technologies, respectively, without
the payment of any royalties or fees.

7.1.2	Residual Rights. Licensee agrees that NVIDIA shall be free to use
any general knowledge, skills and experience, (including, but not limited
to, ideas, concepts, know-how, or techniques) ("Residuals"), contained in
the (i) Feedback provided by Licensee to NVIDIA; (ii) Licensee's products
shared or disclosed to NVIDIA in connection with the Feedback; or (c)
Licensee's confidential information voluntarily provided to NVIDIA in
connection with the Feedback, which are retained in the memories of
NVIDIA's employees, agents, or contractors who have had access to such
Residuals.  Subject to the terms and conditions of this Agreement, NVIDIA's
employees, agents, or contractors shall not be prevented from using
Residuals as part of such employee's, agent's or contractor's general
knowledge, skills, experience, talent, and/or expertise.  NVIDIA shall not
have any obligation to limit or restrict the assignment of such employees,
agents or contractors or to pay royalties for any work resulting from the
use of Residuals.

.

7.1.3	Disclaimer of Warranty. FEEDBACK FROM EITHER PARTY IS PROVIDED FOR
THE OTHER PARTY'S USE "AS IS" AND BOTH PARTIES DISCLAIM ALL WARRANTIES,
EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT.  BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE
FEEDBACK WILL MEET THE OTHER PARTY'S REQUIREMENTS OR THAT THE OPERATION OR
IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE.

7.1.4	No Liability for Consequential Damages. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

7.2	Freedom of Action.  Licensee agrees that this Agreement is
nonexclusive and NVIDIA may currently or in the future be developing
software, other technology or confidential information internally, or
receiving confidential information from other parties that maybe similar to
the Feedback and Licensee's confidential information (as provided in
Section 7.1.2 above), which may be provided to NVIDIA in connection with
Feedback by Licensee.  Accordingly, Licensee agrees that nothing in this
Agreement will be construed as a representation or inference that NVIDIA
will not develop, design, manufacture, acquire, market products, or have
products developed, designed, manufactured, acquired, or marketed for
NVIDIA, that compete with the Licensee's products or confidential
information.

7.3	No Implied Licenses.  Under no circumstances should anything in
this Agreement be construed as NVIDIA granting by implication, estoppel or
otherwise, (i) a license to any NVIDIA product or technology other than the
SOFTWARE; or (ii) any additional license rights for the SOFTWARE other than
the licenses expressly granted in this Agreement.

7.4	If any provision of this  Agreement is inconsistent with, or cannot
be fully enforced under, the law, such provision will be construed as
limited to the extent necessary to be consistent with and fully enforceable
under the law. This Agreement is the final, complete and exclusive
agreement between the parties relating to the subject matter hereof, and
supersedes all prior or contemporaneous understandings and agreements
relating to such subject matter, whether oral or written. This Agreement
may only be modified in writing signed by an authorized officer of NVIDIA.
Licensee agrees that it will not ship, transfer or export the SOFTWARE into
any country, or use the SOFTWARE in any manner, prohibited by the United
States Bureau of Industry and Security or any export laws, restrictions or
regulations.

7.5	The parties agree that the following sections of the Agreement will
survive the termination of the License: Sections 2.1.4 and 4-7.





ATTACHMENT A

Redistributable Software


In connection with Section 2.1.2 of this Agreement, the following files may
be redistributed with software applications developed by Licensee,
including variations of these files that have version number information
embedded in the file name.

Component		Windows		MacOS			Linux
CUDA Runtime		cudart.dll	libcudart.dylib		libcudart.so
                                        libtlshook.dylib
CUDA FFT Library	cufft.dll	libcufft.dylib		libcufft.so
CUDA BLAS Library	cublas.dll	libcublas.dylib		libcublas.so




ATTACHMENT B

Additional Licensing Obligations

The following third party components included in the SOFTWARE are licensed
to Licensee pursuant to the following terms and conditions:

A.	Licensee's use of the following third party components is subject
to the terms and conditions of GNU GPL v2.0:

1.	gdb
2.	Open64

This product includes copyrighted third-party software licensed under the
terms of the GNU General Public License v2.0 ("GPL v2.0). All third-party
software packages are copyright by their respective authors. GPL v2.0 terms
and conditions are hereby incorporated into the Agreement by this reference.

		http://www.gnu.org/licenses/old-licenses/gpl-2.0.txt

B.	Licensee's use of the following third party components is subject
to the terms and conditions of GNU GPL v3.0:

1.	gcc front-end v2.2

This product includes copyrighted third-party software licensed under the
terms of the GNU General Public License v3.0. All third-party software
packages are copyright by their respective authors. GPL v3.0 terms and
conditions are hereby incorporated into the Agreement by this reference.

http://www.gnu.org/licenses/gpl.html

C.	Licensee represents and warrants that any and all third party
licensing and/or royalty payment obligations in connection with Licensee's
use of the H.264 video codecs are solely the responsibility of Licensee.

