End User License Agreement For NVIDIA AI Enterprise Software

This end user license agreement, including the exhibit attached ("Agreement”) is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs your use of certain NVIDIA software and materials provided as part of the NVIDIA AI Enterprise software suite (“SOFTWARE”).  

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case “you” will mean the entity you represent.  

If you don’t have the required authority to accept this Agreement, or if you don’t accept all the terms and conditions of this Agreement, do not download, install or use the SOFTWARE.   

You agree to use the SOFTWARE only for purposes that are permitted by (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

1. License.  

1.1 Grant. 

Subject to the terms of this Agreement, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense, to: (i) install and use the SOFTWARE, and (ii) make a reasonable number of SOFTWARE copies solely for backup purposes. No orders are binding until accepted by NVIDIA. All orders accepted are subject to the terms of this Agreement.   

1.2 Promotional Offerings. 

NVIDIA may, from time to time, offer free or discounted pricing programs covering certain uses of the SOFTWARE, as examples 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 you exceed the promotional offering use terms. You 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.

1.3 Product Uplift. 

NVIDIA may, from time to time at its discretion, give you the option to replace your SOFTWARE licenses subject to payment of applicable fees. In such cases, you must discontinue use of the replaced product license(s) timely upon NVIDIA’s delivery of the replacement product license(s). If requested in writing by NVIDIA, you will provide a written certificate signed by an authorized officer affirming your compliance with the terms of this section.

1.4 License Types. 

The NVIDIA AI Enterprise software suite (“NVAIE”) is a collection of software and materials, some of which is provided under this Agreement, and other software and materials are provided via the NVIDIA GPU Cloud (“NGC”) subject to the terms of the applicable license agreement.

The NVAIE SOFTWARE available under this Agreement is licensed under the license types below; and not all license types may be available for each product. Your order, license key and/or the product description will indicate the features of your license.

“Perpetual License” means a license that is exclusive of services, however NVIDIA may require you to separately purchase services for a minimum period. After the expiration of services, you retain the right to use a perpetual license at the last-supported level subject to the terms of this Agreement.

“Subscription License” means a license with a fixed duration and inclusive of certain services for the duration of the license. You may have the option to purchase additional services for the duration of a subscription license, based on NVIDIA’s then-current service offerings.

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

1.5 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 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 SOFTWARE 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 shall be deemed to constitute a breach of this Agreement if committed by your authorized users.

1.6 Pre-Release. 

The SOFTWARE versions 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 software and materials. Use of a pre-release SOFTWARE may result in unexpected results, loss of data, project delays or other unpredictable damage or loss.  

You may use a pre-release SOFTWARE at your own risk, understanding that these versions are not intended for use in production or business-critical systems. As with any software in pre-release, it is highly recommended that you maintain full data backups for all your software and data.   

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 at any time without liability.  

1.7 Services.

Except as expressly indicated in an order, NVIDIA is under no obligation to provide support for the SOFTWARE or to provide any maintenance, updates, upgrades or other revisions to the SOFTWARE.  

Unless revisions are provided with their separate governing terms, they are deemed part of the SOFTWARE licensed to you as provided in this Agreement.

1.8 Components Under Other Licenses.

The SOFTWARE may include NVIDIA or third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the SOFTWARE, such as components governed by open source software licenses. If and to the extent there is a conflict between the terms in this license and the license terms associated with a component, the license terms associated with the components control only to the extent necessary to resolve the conflict.  Copyright to third-party software is held by the copyright holders indicated in the third-party software or license.

Audio/Video Encoders and Decoders. You acknowledge and agree that it is your sole responsibility to obtain any additional third party licenses required to make, have made, use, have used, sell, import, and offer for sale your products or services that include or incorporate any third party software and content relating to audio and/or video encoders and decoders from, including but not limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies as NVIDIA does not grant to you under this Agreement any necessary patent or other rights with respect to audio and/or video encoders and decoders.  

1.9 Reservation of Rights.

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

2. Limitations.  

The following license limitations apply to your use of the SOFTWARE:

2.1  You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the SOFTWARE, or copies of the SOFTWARE.  

2.2  You may not modify or create derivative works of any portion of the SOFTWARE.  

2.3  You may not copy (except as expressly authorized in this Agreement), sell, rent, sublicense, transfer or distribute the SOFTWARE.

2.4  You may not disclose the results of any benchmarking or other competitive analysis relating to the SOFTWARE without prior written permission from NVIDIA.

2.5  You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in the SOFTWARE.  

2.6  You may not use the SOFTWARE 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 SOFTWARE be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

2.7  Unless you have an agreement with NVIDIA for this purpose, you may not use the SOFTWARE 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 nuclear, avionics, navigation, military, medical, life support or other life critical applications. NVIDIA does not design, test or manufacture the SOFTWARE 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.

2.8  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 SOFTWARE outside of the scope of this Agreement or not in compliance with its terms.

3. Ownership.  

3.1  The SOFTWARE and its respective intellectual property rights are owned by NVIDIA or its licensors and are licensed to you as described in this Agreement. NVIDIA’s licensors are intended third party beneficiaries with the rights to enforce this Agreement with respect to their intellectual property rights.  

3.2  You may, but don’t have to, provide to NVIDIA suggestions, feature requests or other feedback regarding the SOFTWARE, including possible enhancements or modifications to the SOFTWARE. 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 decide if and how to respond to feedback and if to incorporate feedback into the SOFTWARE.  

4. No Warranties.  

THE SOFTWARE 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.  

5. Limitations 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 SOFTWARE, 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 THE NET AMOUNTS RECEIVED BY NVIDIA OR ITS AFFILIATES FOR YOUR USE OF UNEXPIRED LICENSES TO THE PARTICULAR SOFTWARE GIVING RISE TO THE CLAIM BEFORE THE LIABILITY AROSE (or up to US$10.00 if you obtained the SOFTWARE license at no charge). 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.  

6. Termination.

6.1 NVIDIA may terminate this Agreement upon notice if: (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); (ii) you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE; or (iii) you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business.  

6.2 Each SOFTWARE license ends at the earlier of the expiration or termination of the license or this Agreement. Each service ends at the earlier of the expiration or termination of the service or this Agreement, or upon the expiration or termination of the associated license and no credit or refund will be provided for any fees paid.

6.3 Upon any expiration or termination of this Agreement, a license or a service any amounts owed to NVIDIA become immediately due and payable and you agree to promptly discontinue use of the SOFTWARE and destroy all copies in your possession or control. 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 licenses granted to you. 

7. Data Collection.

You hereby acknowledge that the SOFTWARE may access and collect data in order to: (a) properly configure and optimize systems in which the SOFTWARE is installed for use with the SOFTWARE; (b) deliver content or service through the SOFTWARE; (c) improve NVIDIA products and services; and (d) provide automatic updates.  Information collected by the SOFTWARE may include: (i) configuration data; (ii) operating system; (iii) installed applications and features; (iv) applications and features settings, performance and usage data.  

NVIDIA may require certain personal information such as name, email address, and entitlement information in order to communicate with and to deliver or provide products or services to you.

The SOFTWARE may contain links to websites and services. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share your data.  NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.

You should review the NVIDIA Privacy Policy, located at  https://www.nvidia.com/en-us/about-nvidia/privacy-policy/, which explains NVIDIA’s policy for collecting and using data, as well as visit the NVIDIA Privacy Center, located at https://www.nvidia.com/en-us/privacy-center/.  To manage your consent and privacy preferences, please contact your administrator.

8. 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. 

During the term of this Agreement and for a period of three (3) years thereafter, NVIDIA or an independent auditor will have the right to audit you during regular business hours to check for compliance with the terms of this Agreement. Audits will be conducted no more frequently than annually, unless non-compliance was previously found. If an audit reveals an underpayment, you 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 and/or if the audit reveals a material non-conformance with the terms of this Agreement, then you will reimburse NVIDIA’s reasonable audit costs. Further, you agree that the party delivering the SOFTWARE to you may share with NVIDIA information regarding your compliance with this Agreement.

Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such force majeure event continues in effect. 

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 it turns out that any provision of this Agreement is not 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.

The SOFTWARE 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 (b)(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 SOFTWARE is subject to United States export laws and regulations. You agree that you 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 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 SOFTWARE.

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 between the parties relating to this subject matter. Any additional and/or conflicting terms on purchase order(s) or any other documents issued by you are null, void, and invalid. Any amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.

(v. 29July2021)

NVAIE Support Supplement

The terms in this supplement describe the support services that you may obtain directly from NVIDIA for the NVAIE SOFTWARE licensed under the Agreement above and NVAIE supported software and materials available via NGC under the terms of your applicable license agreement (“NVAIE License”) as modified by this supplement. Capitalized terms used but not defined below shall have the meaning assigned to them in the applicable NVAIE License. 

This supplement is an exhibit to the applicable NVAIE License and is incorporated as an integral part of the applicable NVAIE License. In the event of conflict between the terms in this supplement and the terms in the applicable NVAIE License, the terms in this supplement shall govern. 

1. Scope. 

If your order indicates that NVIDIA will directly provide Technical Support, Maintenance, Updates and/or Upgrades for your license(s), then NVIDIA agrees to provide the below services for the Supported Software based on the service subscription purchased during the applicable service term, solely on Certified System(s), and solely for the Supported OSs.  

The services described in this supplement are provided by NVIDIA to you based on the then-current service subscription plan(s) available for the Supported Software. If you have an agreement with a NVIDIA reseller specifying that a third-party will deliver the same services described in this supplement for NVAIE SOFTWARE licensed under the Agreement above and NVAIE supported software and materials available via NGC and licensed under the applicable license agreement, this supplement does not apply. NVIDIA may update the scope of services under your service subscription plan and any such modifications are binding on you, provided that such modifications do not single you out.

2. Support Services.

2.1  Technical Support. If your service subscription to NVAIE SOFTWARE licensed under the Agreement above and NVAIE supported software and materials available via NGC includes Technical Support, subject to payment of applicable fees NVIDIA will make available to you Technical Support for the Supported Software during the service term. You will be permitted to designate in writing to NVIDIA designated users for purposes of obtaining Technical Support. NVIDIA will provide Technical Support to such designated users only via a dedicated support portal. NVIDIA will use commercially reasonable efforts to analyze each potential Technical Support issue to determine if it qualifies for service. NVIDIA shall issue a response to all potential Technical Support issues filed, provided no commitment is made with respect to the specific resolution. 

2.2  Maintenance. If your service subscription to NVAIE SOFTWARE licensed under the Agreement above includes Maintenance, subject to payment of applicable fees NVIDIA will make available to you the Maintenance associated with the Supported Software licensed under the Agreement above during the service term.

2.3  Updates. If your service subscription to NVAIE SOFTWARE licensed under the Agreement above includes Updates, subject to payment of applicable fees NVIDIA will make available to you the Updates associated with the Supported Software licensed under the Agreement above during the service term.

2.4  Upgrades. If your service subscription to NVAIE SOFTWARE licensed under the Agreement above includes Upgrades, subject to payment of applicable fees NVIDIA will make available to you the Upgrades associated with the Supported Software licensed under the Agreement above during the service term.

2.5  Reinstatement. If you elect not to renew certain service subscriptions and later you desire to re-enroll, you must pay with respect to the services being reinstated at the then-current rates: (a) fees for the period between the last expiration of the service subscription and until commencement of the new service subscription, (b) fees for service term of the new service subscription, and (c) any applicable reinstatement fees in addition to fees under (a) and (b). Service subscription re-enrollment is subject to availability of the service subscription plans at the time of ordering and software version restrictions. 

2.6  Requirements and Availability. You shall (a) purchase the initial service subscription for a Supported Software only for the most current generally available version of the Supported Software, and (b) initially purchase and renew service subscriptions for all of your licenses of a Supported Software. The service subscription plans will indicate the types of services (from the above) that are available for Supported Software. NVIDIA is not obligated to provide any services under this supplement for a Supported Software version after the end of support period to its licensees. NVIDIA is not obligated to initiate or renew any service subscription if such service subscription plan is no longer made available by NVIDIA.

3. Exclusions.  

NVIDIA does not provide services under this supplement related to: 

(a) errors in your own or your licensors’ products that are not due to Errors in the Supported Software; 

(b) errors in firmware, software, materials, operating systems, applications, services or data used with the Supported Software;

(c)  use of any open-source software provided within Supported Software, except that NVIDIA may provide you information with respect to known bugs; 

(d) modifications to the Supported Software made by you or on your behalf, including customizations NVIDIA agreed to provide you under a consulting service agreement and otherwise not broadly available from NGC, or any modifications made by any third party without NVIDIA’s authorization;

(e)  your applications and data, or backing up and restoring them;

(f)  interoperability, compatibility or non-performance issues due to (i) products, software, or options not supported by NVIDIA; (ii) configurations not supported, provided or approved by NVIDIA; (iii) parts intended for one system installed in another system of different make or model; (iv) use of NVAIE SOFTWARE with non-NVIDIA hardware; or (v) non-supported NVAIE software and materials provided via NGC or malware;

(g) service necessary due to operator error, improper use of the Supported Software or attempted support by unauthorized persons;

(h) use of the Supported Software outside of the scope of the applicable license agreement or documentation; or

(i) to the extent the provision thereof would violate NVIDIA’s obligations to its third-party licensors and suppliers with respect to such third parties’ intellectual property.

Further, services under this supplement do not include any enhancement(s) or addition(s) to the Supported Software beyond Maintenance, Updates and Upgrades.

4. Your Responsibilities. 

In order for NVIDIA to deliver services under this supplement, you agree that:

(a) you are responsible for procuring, installing and maintaining all equipment and obtaining all consents for other software and other hardware necessary to operate the Supported Software;

(b) your failure to deploy a Maintenance, Update or Upgrade available to you as promptly as possible may render the applicable Supported Software non-operable or non-conforming to later documentation provided by NVIDIA;

(c) you shall further provide through designated users such information, and/or access to your resources and personnel as NVIDIA may reasonably require for providing services. As examples, as reasonably requested you shall (i) identify the correct version(s) of Supported Software, (ii) provide the documentation and assistance necessary to demonstrate and diagnose each potential Technical Support issue, including providing necessary test cases that NVIDIA can reproduce on a Certified System, (iii) provide remote system access (upon mutual agreement) for NVIDIA to replicate potential Errors, and (iv) provide embedded diagnostic information; 

(d) When you use Maintenance, Update or Upgrade, access to a new product version does not change the number of authorized licenses you have for the Supported Software and you shall discontinue use of the prior version as necessary to maintain your authorized number of licenses; 

(e) you will appoint as designated users only those of your employees who have reasonably appropriate technical backgrounds and skills. You may remove or replace designated users during the service term with notice to NVIDIA; and

(f) you will appoint, at NVIDIA’s request, designated service and engineering contacts for service issue escalations.

NVIDIA shall be excused from performing any of its obligations hereunder to the extent any such non-performance is attributable to your failure to perform your responsibilities under this section.

5. Service Fees; Payment Terms. 

When you purchase service subscriptions directly from NVIDIA the following applies: Fees for the service subscriptions are set forth in the associated order and are payable pursuant to the terms of such order. Unless otherwise expressly indicated in an order, fees will be invoiced upon your purchase, are payable upon invoice and are expressed in U.S. Dollars. All fees are non-refundable, and don’t 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 in the NVAIE License and if NVIDIA is required to collect and remit such taxes, then such taxes shall be billed to and paid by you or your reseller, unless NVIDIA receives a valid exemption or resale certificate. If you are not billed the applicable tax under the order, then it is your responsibility to properly remit the tax directly to the applicable tax jurisdiction. Further, you acknowledge that the payments to NVIDIA under the applicable NVAIE License shall be made in full without reduction for withholding taxes, if applicable. This section shall not apply to taxes based on NVIDIA’s net income or payroll taxes. 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. If payment is overdue, NVIDIA reserves the right to suspend or terminate service subscriptions, in addition to any other remedies it may have, until the payment delinquency is corrected. Payment obligations survive any expiration or termination of the applicable NVAIE License.

6.  Definitions.

i. “Certified Systems” means Supported OS platforms, corresponding hardware platforms, third party software and configuration details appearing on a list maintained by NVIDIA and made available to you, or as otherwise approved by NVIDIA.

ii.  “Error(s)” means a reproducible defect, problem, logical error or bug in the Supported Software that constitutes a failure to comply substantially with the applicable documentation and is reported using standard NVIDIA procedures.

iii.  “Error Correction(s)” means adapting, re-configuring, or reprogramming the Supported Software to correct the Error(s). 

iv. “Maintenance” means security patch(es), Error Correction(s) and Workaround(s) to the Supported Software made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Maintenance”. Maintenance may include revisions to documentation.

v. “Supported OS” means the supported operating system(s) listed in conjunction with a particular Certified System on the list maintained by NVIDIA and made available to you.

vi. “Supported Software” means  (a) the NVAIE SOFTWARE licensed under the Agreement above, and (b) those NVAIE software and materials licensed via NGC that are supported by NVIDIA as indicated by NVIDIA from time to time as supported as part of the NVAIE suite, and in both cases while under a current and valid license and for which you purchased service subscriptions and does not include any modifications made by you or a third party on your behalf, or any modifications to the Supported Software made by NVIDIA pursuant to a consulting services agreement.

vii. “Technical Support” means the provision of telephone or web-based technical assistance to questions from designated users related to the installation, use and operation of the Supported Software, including basic instruction or assistance related to functional Errors in the Supported Software.

viii. “Updates” means those modifications to the Supported Software other than Maintenance made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Updates” and that is indicated by NVIDIA as being an update by means of a change in the digit to right of first decimal point (e.g., version 5.0 to version 5.1). 

ix. “Upgrades” means those modifications to the Supported Software other than Maintenance made available by NVIDIA in its sole discretion and on a “when and if generally made available” basis to its other commercial customers of the Supported Software who have the same Supported Software version under a service subscription contract with NVIDIA that specifically includes “Upgrades” and that is indicated by NVIDIA as being an upgrade by means of a change in the digit to left of first decimal point (e.g., version 5.0 to version 6.0). 

x. “Workarounds” means procedures and routines, for use by you, which, when employed in the regular operation of, or access to, the Supported Software, will avoid or substantially diminish the practical adverse effects of the relevant Error.  

(v. 29July2021)