Last Modified: April 3, 2025
These Product-Specific Terms for NVIDIA Confidential Computing are an exhibit to the NVIDIA Software License Agreement at https://www.nvidia.com/en-us/agreements/enterprise-software/nvidia-software-license-agreement/ (the “Agreement”) and are incorporated as an integral part of the Agreement.
Scope. The Agreement and these Product-Specific Terms for NVIDIA Confidential Computing govern the use of NVIDIA Confidential Computing, which consists of the NVIDIA Remote Attestation Service (NRAS), the Reference Integrity Manifest (RIM) Service, the NVIDIA OCSP Service and the NVIDIA Trust Outpost software when used with the NVIDIA Datacenter Driver, NVIDIA CUDA toolkit, and the NVIDIA Attestation SDK (nvtrust), the use of which is governed by separate legal notices or terms that accompany them.
Grant. Section 1.1 of the Agreement is amended and restated to read as follows:
1.1 Grants.
1.1.1 Use License. Subject to the terms of the Agreement, Customer’s Order Form and license parameters of an Enterprise Product license, and payment of applicable fees, NVIDIA grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in the Agreement) license during the Term to (a) install, use and reproduce the NVIDIA Confidential Computing or (b) offer as a service or sublicense and distribute NVIDIA Confidential Computing as part of a Customer Product that Customer makes available to End Users.
1.1.2 Free Development Use License. Customers that use NVIDIA Confidential Computing without an Enterprise Product license may exercise the grant in Section 1.1(a) solely for the purposes of developing a Customer Product. A commercial Enterprise Product license must be obtained before offering a Customer Product.
Authorized Users. Section 1.3 of the Agreement is amended by adding the following to the end of Section 1.3:
As between NVIDIA and Customer, Customer is fully responsible for all aspects of the Customer Product and assumes any and all liability in connection with the Customer Product.
A new subsection 1.7 is added to the Agreement as follows:
1.7 Caching. If Customer caches in its systems the output of the NVIDIA Attestation Suite in connection with providing a Customer Product to End Users, Customer must: (a) refresh the output of NVIDIA Attestation Suite at least once per any twenty-four (24) hour period, beyond which Customer should indicate to the End User that the output of NVIDIA Attestation Suite is stale; (b) not modify the output of the NVIDIA Attestation Suite if Customer represents to End Users that NVIDIA provided such output; (c) accurately provide to End Users the source and substance of the output of NVIDIA Attestation Suite and not provide to End Users any inaccurate or misleading information related to NVIDIA Attestation Suite or its output; (d) promptly provide to End Users accurate and complete information regarding NVIDIA’s revocation of any output of NVIDIA Attestation Suite, including providing to End Users instructions on how to remedy any security related issue; and (e) provide a clear and prominent notice to End Users that: (i) the output of NVIDIA Attestation Suite is cached in Customer’s systems and may, therefore, be out of date when Customer provides it to End Users as part of a Customer Product; and (ii) End Users can obtain up-to-date output of the NVIDIA Attestation Suite directly from NVIDIA at https://github.com/NVIDIA/nvtrust.
A new subsection 4.6 is added to the Agreement:
4.6 Service Level Agreement. The Service Level Agreement available at https://www.nvidia.com/en-us/agreements/service-level-agreement/nvidia-cloud-services-service-level-agreement/ will be applicable to Customer’s use of services portions of NVIDIA Attestation Suite under a commercial Enterprise Product License.
A new subsection 8.16 is added to the Agreement as follows:
8.16 Customer may not prohibit by any means, either directly or indirectly, Persons from accessing and using NVIDIA Confidential Computing, or any portion thereof, directly from NVIDIA.
Collection Purposes. Section 11.1 of the Agreement is amended by adding the following to the end of Section 11.1:
In addition, as described in documentation for NVIDIA Attestation Suite, NVIDIA will collect IP address and information about Customer’s GPU (including device unique identity key pair and device certificates that uniquely identify Customer’s GPU) to provide NVIDIA Attestation Suite and for security, debugging and troubleshooting purposes. Data collected will be deleted when no longer needed for the purpose.
Audit. Section 16.7 of the Agreement is amended and restated to read as follows:
16.7 Reporting and Audits. Customer will report to NVIDIA as required in the Order Form. Customer will maintain accurate and complete records related to usage of the Software with the NVIDIA Attestation Suite in production or as part of a Customer Product that Customer makes available to End Users during the Subscription Term and for at least three (3) years thereafter. NVIDIA or an independent auditor will have the right to audit all such records 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.
A new subsection 16.15 is added to the Agreement as follows:
16.15 Security Measures. The parties recognize that no technology is absolutely secure. Customer will disclose to NVIDIA information as needed to ensure that appropriate administrative, physical and technical security measures are used for NVIDIA Confidential Compute consistent with standard industry practice and any applicable laws and regulations.
(v. April 3, 2025)