License For Customer Use of NVIDIA GeForce Software
IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of NVIDIA GeForce Software ("LICENSE") is the agreement which governs use of the GeForce software of NVIDIA Corporation and its subsidiaries ("NVIDIA") downloadable herefrom, including computer software and associated materials ("SOFTWARE"). By downloading, installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this LICENSE. If you do not agree to the terms of this LICENSE, do not download the SOFTWARE.
RECITALS
Use of NVIDIA's products requires three elements: the SOFTWARE, the hardware on a graphics controller board, and a personal computer. 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 use, strictly in accordance with this LICENSE. The hardware is protected by various patents, and is sold, but this LICENSE does not cover that sale. This LICENSE sets forth the terms and conditions of the SOFTWARE use only.
1. DEFINITIONS
1.1 Customer. Customer means the entity or individual that downloads the SOFTWARE.
2. GRANT OF LICENSE
2.1 Rights and Limitations of Grant. NVIDIA hereby grants Customer a non-exclusive, non-transferable license to install and use the SOFTWARE for use with NVIDIA GeForce or Titan branded hardware products owned by Customer, subject to the following:
2.1.1 Rights. Customer 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 Customer's use within Customer's Enterprise. "Enterprise" shall mean individual use by Customer or any legal entity (such as a corporation or university) and the subsidiaries it owns by more than fifty percent (50%).
2.1.2 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 Limitations. 
No Modification or Reverse Engineering. Customer may not modify (except as provided in Section 2.1.2), 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. Its component parts may not be separated for use on more than one computer, nor otherwise used separately from the other parts. 
No Sublicensing or Distribution. Customer may not sell, rent, sublicense, distribute or transfer the SOFTWARE; or use the SOFTWARE for public performance or broadcast; or provide commercial hosting services with the SOFTWARE.
No Datacenter Deployment. The SOFTWARE is not licensed for datacenter deployment, except that blockchain processing in a datacenter is permitted. 
3. TERMINATION
This LICENSE will automatically terminate if Customer fails to comply with any of the terms and conditions hereof. In such event, Customer must destroy all copies of the SOFTWARE and all of its component parts.
Defensive Suspension. If Customer 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 LICENSE during the pendency of such legal proceedings.
4. OWNERSHIP
All title and intellectual property rights 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 materials, and any copies of the SOFTWARE, are owned by NVIDIA or its suppliers. 
5. APPLICABLE LAW AND BINDING ARBITRATION
Governing Law. This LICENSE shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Delaware, without regard to or application of its conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 

Arbitration. For any claim against or dispute or controversy with NVIDIA relating to this LICENSE or that may arise from it or out of use of the SOFTWARE (collectively, “Disputes”), Customer agrees to first contact NVIDIA by U.S. Mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and attempt to resolve the Dispute with NVIDIA informally. In the unlikely event that NVIDIA has not been able to resolve such Dispute it has with Customer within 60 days of Customer’s original informal claim (or sooner if, in NVIDIA's opinion, a Dispute is not likely to be resolved within 60 days), Customer and NVIDIA each agree to resolve any such Dispute (excluding any NVIDIA claims for injunctive or other equitable relief) by binding arbitration before an arbitrator from Judicial Mediation and Arbitration Services ("JAMS") located in Santa Clara County, California under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS Office to Santa Clara County), unless Customer requests an in-person hearing in Customer’s hometown or Customer and NVIDIA agree otherwise. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, intellectual property rights, or other proprietary rights. If for any reason this agreement to arbitrate is found not to apply to a Dispute and as a result a Dispute proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California. 

Class Action & Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION UNLESS SUCH ARBITRATION IS NECESSARY TO EFFECTUATE THE ENFORCEMENT OF THE COURT CLASS ACTION WAIVER OR IN THE EVENT THAT CLASS ARBITRATION IS EXPRESSLY AGREED TO BY NVIDIA. CUSTOMER AGREES THAT, BY ENTERING INTO THIS LICENSE, CUSTOMER AND NVIDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Right to Opt Out. CUSTOMER MAY OPT OUT OF THE FOREGOING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION OF THIS LICENSE BY NOTIFYING NVIDIA IN WRITING WITHIN 30 DAYS OF COMMENCEMENT OF USE OF THE SOFTWARE UNDER THIS LICENSE. SUCH WRITTEN NOTIFICATION MUST BE SENT TO ATTN: LEGAL, 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA, 95051 AND MUST INCLUDE (1) CUSTOMER’S NAME, (2) CUSTOMER’S ADDRESS, (3) THE REFERENCE TO GEFORCE SOFTWARE AS THE SOFTWARE THE NOTICE RELATES TO, AND (4) A CLEAR STATEMENT INDICATING THAT CUSTOMER DOES NOT WISH TO RESOLVE DISPUTES THROUGH ARBITRATION AND DEMONSTRATING COMPLIANCE WITH THE 30 DAY TIME LIMIT TO OPT OUT.
6. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF 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 OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO OR ARISING FROM THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Without limiting the foregoing, Customer is solely responsible for determining and verifying that the SOFTWARE that Customer obtains and installs is the appropriate version for Customer’s model of graphics controller board, operating system, and computer hardware.
6.2 Limitations of Liability. 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, OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED THE NET AMOUNT PAID TO NVIDIA FOR CUSTOMER’S USE OF THE PARTICULAR SOFTWARE UPON WHICH LIABILITY IS BASED, OR US$10.00 IF NVIDIA RECEIVED NO FEES FOR CUSTOMER’S USE OF THE SOFTWARE.
7. SYSTEM UPDATES 
Customer hereby agrees and acknowledges that the SOFTWARE may access and collect information about, update, and configure Customer's system in order to properly optimize such system for use with the SOFTWARE. To the extent that Customer uses the SOFTWARE, Customer hereby consents to all of the foregoing, and represent and warrant that Customer has the right to grant such consent. In addition, Customer agrees that Customer is solely responsible for maintaining appropriate data backups and system restore points for Customer's system, and that NVIDIA will have no responsibility for any damage or loss to such system (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the system (or any part of such system) initiated through the SOFTWARE; or (b) installation of any SOFTWARE or third party software patches through the NVIDIA update service. The SOFTWARE may contain links to websites and services. NVIDIA encourages Customer to review the privacy statements on those sites and services that Customer chooses to visit so that Customer can understand how they may collect, use and share Customer’s personal information. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.
Registration and Customer Information. Customer represents and warrants that the information that Customer has furnished in connection with its registration for the SOFTWARE is complete and accurate. To the extent that Customer provides to NVIDIA during registration or otherwise personal data, Customer also acknowledges that such information will be collected, used, and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html. If Customer does not wish the SOFTWARE to provide system updates as described in this Section 7, uncheck "Automatically check for updates" in the "Preferences" tab of the applicable NVIDIA update control panel for the SOFTWARE. 
8. MISCELLANEOUS
If any provision of this LICENSE 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 LICENSE 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 LICENSE may only be modified in writing signed by an authorized officer of NVIDIA. Customer 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 applicable export laws, restrictions or regulations.





















GEFORCE SUPPLEMENT
To License For Customer Use of NVIDIA GeForce Software

	Release date: November 27, 2017
The terms set forth in this GeForce Supplement (“Supplement”) govern Customer’s use of the GeForce software and materials (collectively, the “SOFTWARE”) under the terms of the License For Customer Use of NVIDIA GeForce Software (“LICENSE”) as modified by this Supplement. This Supplement is an exhibit to the LICENSE and is hereby incorporated as an integral part thereto. Capitalized terms used but not defined herein shall have the meaning assigned to them in the LICENSE. In the event of conflict between the terms in this Supplement and the terms in the LICENSE, this Supplement shall control.
A. The following terms apply to SOFTWARE:
1. PRE-RELEASE LICENSE. With respect to alpha, beta, preview, and other pre-release SOFTWARE (“Pre-Release Software”) delivered to Customer under the LICENSE, Customer acknowledges and agrees that such Pre-Release Software (i) is licensed solely for the purposes of internal development, testing and maintenance of Customer’s products, (ii) may not be fully functional, may contain errors or design flaws, and may have reduced or different security, privacy, accessibility, availability, and reliability standards relative to commercially provided NVIDIA software and documentation, and (iii) use of such Pre-Release Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss. THEREFORE, PRE-RELEASE SOFTWARE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION OR BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a commercial version of any Pre-Release Software and NVIDIA has the right to abandon development of Pre-Release Software at any time without liability. 
Each Pre-Release Software license has a duration of one year from the date of download or delivery, subject to the termination rights set forth in the LICENSE. 
2. CONFIDENTIAL INFORMATION. NVIDIA will disclose to Customer from time to time NVIDIA confidential information. Pre-Release Software and the performance, features, output data or benchmarking results related thereto is NVIDIA confidential information. Additionally, NVIDIA information will be considered to be confidential and be protected hereunder if it is identified as “confidential” or “proprietary” at the time of disclosure or which under the circumstances surrounding disclosure the recipient knows or reasonably should know that the information is to be treated as confidential. Customer will use NVIDIA confidential information solely in connection with its exercise of the rights granted under this Supplement and the LICENSE, and Customer will not disclose NVIDIA confidential information to any third party, except to its personnel subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Customer will use all reasonable efforts to maintain the confidentiality of NVIDIA confidential information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance. The foregoing obligations will not restrict Customer from disclosing NVIDIA confidential information as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that Customer (i) gives reasonable notice to NVIDIA to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
3. THIRD PARTY LICENSE OBLIGATIONS. The SOFTWARE may come bundled with, or otherwise include or be distributed with, third party software licensed by an NVIDIA supplier and/or open source software provided under an open source license (collectively, “Third Party Software”). Notwithstanding anything to the contrary herein, Third Party Software is licensed to Customer subject to the terms and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete agreement, click-through license, or electronic license terms accepted at the time of installation and any additional terms or agreements provided by the third party licensor (“Third Party License Terms”). Use of the Third Party Software by Customer shall be governed by such Third Party License Terms, or if no Third Party License Terms apply, then the Third Party Software is provided to Customer as-is, without support or warranty or indemnity obligations, for use in or with the SOFTWARE and not otherwise used separately. Copyright to Third Party Software is held by the copyright holders indicated in the Third Party License Terms.
Audio/Video Encoders and Decoders. Customer acknowledges and agrees that it is Customer’s sole responsibility to obtain any additional third party licenses required to make, have made, use, have used, sell, import, and offer for sale Customer’s 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 Customer hereunder any necessary patent or other rights with respect to audio and/or video encoders and decoders. 
4. CONTRACTOR USAGE. Customer may allow individuals who work primarily for Customer’s Enterprise on a contractor basis from the secure network of Customer’s Enterprise (“Contractors”) to access and use the Software pursuant to the terms of this Supplement and the LICENSE solely to perform work on Customer’s behalf, provided further that with respect to Contractors: (i) Customer obtains a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Software no less protective of NVIDIA than those set forth in this Supplement and the LICENSE, and (ii) such Contractor’s access and use expressly excludes any sublicensing or distribution rights for the Software. Notwithstanding the foregoing, in no event may NVIDIA competitors be Contractors with access to the SOFTWARE. Customer is responsible for the compliance with the terms and conditions of this Supplement and the LICENSE by Contractors. Any act or omission that, if committed by Customer, would constitute a breach of this Supplement or the LICENSE shall be deemed to constitute a breach if committed by a Contractor.
5. MANUFACTURING PARTNERS. Subject to the terms of this Supplement and the License, NVIDIA hereby grants Customer a non-exclusive, non-transferable license during the applicable license term unless earlier terminated pursuant to the LICENSE, to distribute the SOFTWARE (including Pre-Release Software subject to confidentiality obligations), subject to the following: (a) such distribution is solely in binary form to manufacturing partners for test and development of Customer’s products that include the SOFTWARE (“Manufacturing Partners”); (b) all distributions by Customer must be consistent with the terms of this Supplement and the License; (c) the distributed SOFTWARE must include valid copyright notices indicating NVIDIA’s ownership of the SOFTWARE; and (d) you must enter into enforceable agreements that pass down terms consistent with the terms set forth in this Supplement and the License for use of the SOFTWARE, including (without limitation) terms relating to the license grant and license restrictions, confidentiality and protection of NVIDIA’s intellectual property rights in and to the SOFTWARE, but excluding distribution rights. Notwithstanding the foregoing, in no event may NVIDIA competitors be Contractors with access to the SOFTWARE. You are liable for the distribution and use of SOFTWARE if you failed to comply with the distribution requirements of this Supplement. You agree to notify NVIDIA in writing of any known or suspected distribution or use of the SOFTWARE not in compliance with the terms of this Supplement and the License, and to enforce the terms of agreements with respect to Customer distributed SOFTWARE.
6.   FEEDBACK. Customer may, but is not obligated, to provide suggestions, feature requests, comments or other feedback regarding the SOFTWARE, including possible enhancements or modifications thereto (“Feedback”) to NVIDIA. Customer hereby grants NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors) and otherwise commercialize any Feedback that Customer voluntarily provides without the payment of any royalties or fees to Customer. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the SOFTWARE.
7. LIMITED RIGHTS. Customer’s rights in the SOFTWARE are limited to those expressly granted under this Supplement and the LICENSE and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all rights, title and interest in and to the SOFTWARE not expressly granted under this Supplement and the LICENSE. NVIDIA shall have the right to inspect or have an independent auditor inspect Customer’s and Customer’s Enterprise relevant records to verify compliance with the terms and conditions of this Supplement and the LICENSE.
B. Except as modified above, all of the terms of the LICENSE apply to the SOFTWARE.