SOFTWARE LICENSE AGREEMENT

This license agreement ("Agreement”) is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs your
 use of the NVIDIA Exchange File Format (EFF), including any associated materials (“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 install and use the SOFTWARE.

1.2 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. 

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 recipients. 

1.3 Pre-Release SOFTWARE
The SOFTWARE versions identified as alpha, beta, preview or otherwise as pre-release, 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 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 pre-release SOFTWARE is not intended for use
in production or business-critical systems. 
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 of a pre-release SOFTWARE at any time without liability. 

1.4	 Updates
NVIDIA may, at its option, make available patches, workarounds or other updates to this SOFTWARE. Unless the updates
are provided with their separate governing terms, they are deemed part of the SOFTWARE licensed to you as provided
in this Agreement.

1.5	 Third Party Licenses
The SOFTWARE may come bundled with, or otherwise include or be distributed with, third party software licensed by
a NVIDIA supplier and/or open source software provided under an open source license. Use of third-party software is
subject to the third-party license terms, or in the absence of third-party terms, the terms of this Agreement.
Copyright to third-party software is held by the copyright holders indicated in the third-party software or license.

1.6 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 any portion of the SOFTWARE.

2.2	You may not remove copyright or other proprietary notices from any portion of the SOFTWARE or copies of the SOFTWARE. 

2.3	You may not modify or create derivative works of the SOFTWARE, or sell, rent, sublicense, transfer or distribute
the SOFTWARE. 

2.4	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.

3.	Ownership. 
3.1	NVIDIA or its licensors hold all rights, title and interest in and to the SOFTWARE and its respective 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 use feedback at its choice.
 
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. 

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 US$10.00.
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. 

6.   Termination. 
This Agreement will automatically terminate without notice from NVIDIA if:
(i) you fail to comply with any term of this Agreement; or
(ii) you commence or participate in any legal proceeding against NVIDIA with respect to the SOFTWARE.
NVIDIA may, at any time, terminate this Agreement with notice if NVIDIA decides to no longer provide the SOFTWARE in
a country or, in NVIDIA’s sole discretion, the continued use of it is no longer commercially viable. Upon any
termination of this Agreement, 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. All provisions survive termination of this Agreement, except for the licenses granted to you. 

7.  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. 

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 any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or
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 constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and
supersedes all prior negotiations or documentation exchanged between the parties relating to this SOFTWARE license. Any
amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.

(v. March 3, 2021)
