Last Modified: April 11, 2025
IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE NVIDIA MODELS
This NVIDIA Internal Scientific Research and Development Model License (the “Agreement”) is a legal agreement between the Legal Entity that You represent, or if no entity is identified, You and NVIDIA Corporation and its Affiliates (“NVIDIA”) and governs Your use of the Models that NVIDIA provides to You under this Agreement. NVIDIA and You are each a “party” and collectively the “parties.”
Purpose: Although the Models are not designed or intended to generate works for sale or distribution, NVIDIA confirms that the Models, Derivative Models, and any of their outputs may be used for research and development, including any non-production efforts to develop new technologies.
Definitions. The following definitions apply to this Agreement:
“Legal Entity” means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares, or (c) beneficial ownership of such entity.
“Derivative Model” means all (a) modifications to the Model, (b) works based on the Model, and (c) any other derivative works of the Model. An output is not a Derivative Model.
“Model” means the machine learning model, software, checkpoints, learnt weights, algorithms, parameters, configuration files and documentation shared under this Agreement.
“You” or “Your” means an individual or Legal Entity exercising permissions granted by this Agreement.
License Grant. The rights granted herein are explicitly conditioned on Your full compliance with the terms of this Agreement. Subject to the terms and conditions of this Agreement, NVIDIA hereby grants to You a limited, worldwide, non-exclusive, no-charge, royalty-free, revocable license to install, use, reproduce, prepare Derivative Models, and configure the Model for the sole purpose of Your internal, scientific research and development and in a non-production environment.
Conditions on Use. The Model and any Derivative Model are subject to additional terms as described in Section 3 of this Agreement and govern Your use.
The Model and any Derivative Model may not be distributed, deployed, sublicensed, publicly displayed, publicly performed, or sublicensed by You. You may not use the Model or a Derivative Model in a production environment or for the purpose of generating works for sale or distribution.
If You institute copyright or patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Model or a Derivative Model constitutes direct or contributory copyright or patent infringement, then any licenses granted to You under this Agreement for that Model or Derivative Model will terminate as of the date such litigation is filed.
NVIDIA owns the Model and any Derivative Models created by NVIDIA. Subject to NVIDIA’s underlying ownership rights in the Model or its Derivative Models, You are and will be the owner of Your Derivative Models. NVIDIA claims no ownership rights in outputs. You are responsible for outputs and their subsequent uses. Except as expressly granted in this Agreement, (a) NVIDIA reserves all rights, interests and remedies in connection with the Model and (b) no other license or right is granted to You by implication, estoppel or otherwise.
Components Under Other Licenses. The Models may include or be distributed with components provided with separate legal notices or terms that accompany the components, such as an Open Source Software License or other third-party license. The components are subject to the applicable other licenses, including any proprietary notices, disclaimers, requirements and extended use rights; except that this Agreement will prevail regarding the use of third-party Open Source Software License, unless a third-party Open Source Software License requires its license terms to prevail. “Open Source Software License” means any software, data or documentation subject to any license identified as an open source license by the Open Source Initiative (https://opensource.org), Free Software Foundation (https://www.fsf.org) or other similar open source organization or listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation (https://www.spdx.org).
Trademarks. This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of NVIDIA, except as required for reasonable and customary use in describing the origin of the Model and reproducing the content of the “Notice” text file.
Termination. This Agreement will automatically terminate without notice from NVIDIA if You fail to comply with any of the terms in this Agreement or if You commence or participate in any legal proceeding against NVIDIA with respect to the Models, Derivative Models or any output or results of them. Upon any termination, You must stop using and destroy all copies of the NVIDIA Models and Derivative Models. Upon written request, You will certify in writing that You have complied with your commitments under this Section 5. All provisions of the Agreement will survive termination, except for the licenses granted to You (Section 2).
Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, NVIDIA provides the Model on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Model, Derivative Models and outputs and assume any risks associated with Your exercise of permissions under this Agreement.
Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, will NVIDIA be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Model, Derivative Models or outputs (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if NVIDIA has been advised of the possibility of such damages.
Indemnity. You will indemnify and hold harmless NVIDIA from and against any claim by any third party arising out of or related to Your use or distribution of the Model, Model Derivatives or outputs.
Feedback. NVIDIA appreciates Your feedback, and You agree that NVIDIA may use it without restriction or compensation to You.
Governing Law. This 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 this 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.
Trade and Compliance. You agree to comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations. These laws include restrictions on destinations, end-users and end-use.
Version Release Date: April 7, 2025