By registering for the NPN Program ("Program"), you and NVIDIA agree as follows:

1. You acknowledge and agree that you do not acquire any right, title, or interest in or to any software or any other intellectual property of NVIDIA under this Agreement, including any trademark, trade name, logo or service mark of NVIDIA except for the license that is expressly granted in Section 2.
   
   
2. Subject to your enrollment in the Program and the terms and conditions of this Agreement, NVIDIA Corporation ("NVIDIA") offers you a revocable, nonexclusive, non-assignable, not sublicenseable , royalty free limited trademark license to use the NVIDIA Corporate Logos (the "NVIDIA Logos") that are depicted in the NPN Partner Portal. You may only use the NVIDIA Logos pursuant to the following acknowledgements and terms and conditions:
   1. a. You agree that NVIDIA is the exclusive owner of the NVIDIA Logos, and your use of the NVIDIA Logos acknowledges NVIDIA's exclusive ownership of the NVIDIA Logos. You acknowledge and agree that all use of the NVIDIA Logos shall inure to the benefit of NVIDIA.
   2. b. The NVIDIA Logos are intended solely for use and display in connection with solutions that contain any NVIDIA Products. Any use of the NVIDIA Logos or other protected materials not specifically allowed by this Agreement is prohibited without the express prior written consent of NVIDIA.
   3. c. You must provide the following notice to third parties on the same web page as the page on which the NVIDIA Logo appears or where you include other third party notices: "NVIDIA, the NVIDIA Logo, and other NVIDIA marks are trademarks or registered trademarks of NVIDIA Corporation in the United States and other countries."
   4. d. You shall NOT modify or alter the NVIDIA Logos in any way; use the NVIDIA Logos in such proximity to any other trademarks so as to create a combination or composite mark; use the NVIDIA Logos in any context that disparages NVIDIA, its products, its services, or infringes NVIDIA's intellectual property rights; or display the NVIDIA Logos in any way that implies that NVIDIA sponsors or endorses your web site or goods or services.
   5. e. The foregoing trademark license is revocable by NVIDIA at its sole discretion. NVIDIA further reserves the right, at its sole discretion, to modify the foregoing license rights or the NVIDIA Logos themselves.
       
3. You shall provide all end user support for solutions you assemble that contain any NVIDIA Products. NVIDIA is under no obligation to support the Products in any way or to correct any deficiencies, nor, in the case of software, to provide end users or you with updates, new build or error corrections. If NVIDIA, in its sole discretion, supplies end users or you with updates, new build or error corrections, they shall be provided in accordance with any accompanying terms. In the absence of any accompanying terms, their use shall be governed by these terms.
   
   
4. You agree to permit NVIDIA to request and receive your monthly sales data and metrics from your approved distribution outlet as reasonably requested by NVIDIA for NVIDIA Products. In addition, you agree to provide NVIDIA with your contact information as outlined on the membership form. Your information will be used solely for internal purposes. You agree to keep your company contact / profile promptly updated.
   
   
5. THE NVIDIA LOGOS ARE PROVIDED ON AN "AS IS" BASIS. NVIDIA DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
   
   
6. You acknowledge that NVIDIA makes no claims on your behalf as to the quality of products or services that you offer. You shall make no claims that NVIDIA endorses your products or services.
   
   
7. IN NO EVENT SHALL NVIDIA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR YOUR RELATIONSHIP WITH ANY END USERS, 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. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF NVIDIA HEREUNDER EXCEED U.S. $10,000.
   
   
8. You will defend, indemnify and hold NVIDIA and its employees, officers, directors, successors and assigns harmless from any and all claims, actions and suits based on your use, sale, marketing and distribution of any products or your use of the NVIDIA Logos.
   
   
9. All information provided to you by NVIDIA under this program shall be considered NVIDIA confidential information. Except as otherwise authorized in this Agreement, you shall not disclose the confidential information of NVIDIA to any third party without the prior written approval of NVIDIA and shall maintain such confidential information with at least the same degree of care that you use to protect your own similar confidential information, but no less than a reasonable degree of care. Confidential information of NVIDIA shall not be reproduced in any form, except as required to accomplish the intent of this Agreement. Your obligations regarding confidential information shall expire three (3) years after the date of final disclosure to you.
   
   
10. By participating in the program, you represent that you will comply with all applicable federal, state, and local laws, rules and governmental regulations.
    
    
11. To the extent that you provide personal information during application and/or registration to this program, you acknowledge and consent to the collection, use, and processing of your personal information in accordance with NVIDIA’s Privacy Policy https://www.nvidia.com/en-gb/about-nvidia/privacy-policy/.
    
    
12. NVIDIA reserves the right to terminate this Agreement at any time for any non-compliance, or for any other reason with or without cause, as NVIDIA deems, in its sole discretion, to be appropriate grounds for termination.
    
    
13. This Agreement shall be governed by the laws of the State of Delaware without regard to the conflicts of law provisions thereof. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and Federal courts located in Santa Clara County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    
    
14. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings and communications, whether in written or oral form. Any waiver of any terms of this Agreement must be authorized in writing and executed by authorized representatives of each party. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be considered separate and apart from the remainder of this Agreement and the other provisions shall remain fully valid and enforceable. The terms on any purchase order or similar document submitted by you will have no effect on the provisions of this Agreement.