NVIDIA DGX SOLUTION SOFTWARE LICENSE AGREEMENT
This license agreement ("Agreement") is a legal agreement between you, whether an individual or entity ("you") and NVIDIA Corporation ("NVIDIA") and governs your use of the NVIDIA software and materials (collectively, the "SOFTWARE") made available to you by Bitdeer.
This Agreement can be accepted only by an adult of legal age of majority in the country in which the SOFTWARE is used.
If you don't have the required age or authority to enter into this Agreement or if you don't accept all the terms below, do not use the SOFTWARE.
You agree to use the SOFTWARE only for purposes that are permitted by this Agreement and any applicable law or regulation in the relevant jurisdictions.
1. License. Subject to the terms of this Agreement, NVIDIA grants you a non-exclusive, non-transferable license under its copyrights, to use the SOFTWARE as provided to you within the service solution managed by Bitdeer for compute purposes. Compute purposes expressly excludes interactive graphics.
2. Limitations. The following license limitations apply to your use of the SOFTWARE:
2.1 You may not reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain source code of such SOFTWARE.
2.2 You may not modify or create derivative works of SOFTWARE.
2.3 You may not change or remove copyright or other proprietary notices in the SOFTWARE.
2.4 Except for running the SOFTWARE in or with NVIDIA DGX product managed by Bitdeer, you may not use, distribute or provision the SOFTWARE elsewhere or for a different purpose or authorize others to do this.
2.5 You may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism in the SOFTWARE.
2.6 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.
2.7 You acknowledge that the SOFTWARE as delivered is not tested or certified by NVIDIA for use in connection with the design, construction, maintenance, and/or operation of any system where the use or failure of such system could result in a situation that threatens the safety of human life or results in catastrophic damages (each, a "Critical Application"). Examples of Critical Applications include use in avionics, navigation, autonomous vehicle applications, ai solutions for automotive products, military, medical, life support or other life critical applications. NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such uses. You are solely responsible for ensuring that any product or service developed with the SOFTWARE includes sufficient features to comply with all applicable legal and regulatory standards and requirements.
2.8 You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney‘s fees and costs incident to establishing the right of indemnification) arising out of or related to products or services that use the SOFTWARE in or for Critical Applications, and for use of the SOFTWARE outside of the scope of this Agreement or not in compliance with its terms.
3. 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 the work authorized by this Agreement 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 will be deemed to constitute a breach of this Agreement if committed by your authorized users.
4. No Support. NVIDIA is under no obligation to provide support for the SOFTWARE or to provide any error corrections or updates to the SOFTWARE under this Agreement
5. Components Under Other Licenses. The SOFTWARE may include or be distributed with third-party components provided to NVIDIA with separate legal notices or terms as may be described in notices accompanying the component, such as open source software
6. Termination. This Agreement and your license rights hereunder will remain in effect for the duration of your licenses, unless earlier terminated as provided in this section. 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 SOFTWARE. Upon any termination, you must stop using and destroy all copies of the SOFTWARE. All provisions will survive termination, except for the licenses granted to you
7. Ownership. The SOFTWARE, including all intellectual property rights, is and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted in this Agreement, (i) NVIDIA reserves all rights, interests, and remedies in connection with the SOFTWARE, and (ii) you have no other rights in the SOFTWARE by implication, estoppel or otherwise. You agree to cooperate with NVIDIA and provide reasonably requested information to verify your compliance with this Agreement
8. Feedback. You may, but you are not obligated to, provide suggestions, requests, fixes, modifications, enhancements, or other feedback regarding the SOFTWARE (collectively, "Feedback"). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for NVIDIA or its affiliates. If you provide Feedback, you hereby grant NVIDIA, its affiliates and its designees a non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up and transferable license, under your intellectual property rights, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit the Feedback at NVIDIA's discretion
9. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED BY NVIDIA AS-IS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING
10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, (i) in NO EVENT WILL NVIDIA BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR THE COST OF PROCURING SUBSTITUTE GOODS OR LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, 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 AND EVEN IF A PARTY'S REMEDIES FAIL THEIR ESSENTIAL PURPOSE, AND(II) NVIDIA'S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE U.S. DOLLARS (US$5)
11. Governing Law and Jurisdiction. 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. Nothing in this section will limit the right of either party to apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
12. No Assignment. NVIDIA may assign, delegate or transfer its rights or obligations under this Agreement by any means or operation of law. You may not, without NVIDIA's prior written consent, assign, delegate or transfer any of its rights or obligations under this Agreement by any means or operation of law, and any attempt to do so is null and void.
13. Waiver. No failure or delay by a party to enforce any Agreement term or obligation will operate as a waiver by that party, nor prevent the enforcement of such term or obligation later.
14. Export. The SOFTWARE is subject to United States export laws and regulations. You agree to comply with all applicable U.S. and international export laws, restrictions and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and economic sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). These laws include restrictions on destinations, end-users and end-use.
15. Audit. During the term of this Agreement and for a period of three (3) years thereafter, you agree to cooperate with NVIDIA's requests for information to verify your compliance with the terms of this Agreement or payment of license fees (where applicable). You further agree that Bitdeer or its affiliates and NVIDIA or its affiliates may exchange information regarding your use of the SOFTWARE and your compliance with the terms of this Agreement.
16. Government Use. 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 Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.
17. Notices. Unless otherwise specifically stated in this Agreement, all notices, requests, consents and other communications, which are required or permitted under this Agreement, will be in writing to the address below and will be effective (i) upon receipt if by personal delivery, (ii) upon receipt if by certified or registered mail (return receipt requested), or (iii) one (1) day after it is sent if by next day delivery by a major commercial delivery service. 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.
18. Entire Agreement. Regarding the subject matter of this Agreement, the parties agree that (i) this Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications and (ii) any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding on the receiving party and are null and void. This Agreement may only be modified in a writing signed by an authorized representative of each party. If a court of competent jurisdiction rules that a provision of this Agreement is unenforceable, that provision will be deemed modified to the extent necessary to make it enforceable and the remainder of this Agreement will continue in full force and effect.