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| 1 | +NVIDIA DEEP LEARNING CONTAINER LICENSE |
| 2 | + |
| 3 | +This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA") |
| 4 | +and governs the use of the NVIDIA container and all its contents (“CONTAINER”). |
| 5 | + |
| 6 | +This license can be accepted only by an adult of legal age of majority in the |
| 7 | +country in which the CONTAINER is used. If you are under the legal age of |
| 8 | +majority, you must ask your parent or legal guardian to consent to this license. |
| 9 | +If you are entering this license on behalf of a company or other legal entity, |
| 10 | +you represent that you have legal authority and “you” will mean the entity you |
| 11 | +represent. |
| 12 | + |
| 13 | +By using the CONTAINER, you affirm that you have reached the legal age of |
| 14 | +majority, you accept the terms of this license, and you take legal and financial |
| 15 | +responsibility for the actions of your permitted users. |
| 16 | + |
| 17 | +You agree to use the CONTAINER only for purposes that are permitted by (a) this |
| 18 | +license, and (b) any applicable law, regulation or generally accepted practices |
| 19 | +or guidelines in the relevant jurisdictions. |
| 20 | + |
| 21 | +1. LICENSE. Subject to the terms of this license, NVIDIA hereby grants you a |
| 22 | +non-exclusive, non-transferable license, without the right to sublicense (except |
| 23 | +as expressly provided in this license) to: |
| 24 | + |
| 25 | +a. Install and use copies of the CONTAINER, and modify and create derivative |
| 26 | +works of samples or example source code delivered in the CONTAINER (if |
| 27 | +applicable), to develop and test services and applications, |
| 28 | + |
| 29 | +b. Deploy the CONTAINER on infrastructure you own or lease to offer a service to |
| 30 | +third parties, without distributing the CONTAINER or exposing the NVIDIA APIs in |
| 31 | +the CONTAINER directly to such service users, and |
| 32 | + |
| 33 | +c. Develop and extend the CONTAINER to create a Compatible (as defined below) |
| 34 | +derived CONTAINER that includes the entire CONTAINER plus other software with |
| 35 | +primary functionality, to develop and compile applications, and distribute such |
| 36 | +derived CONTAINER to run applications, subject to the distribution requirements |
| 37 | +indicated in this license. As used in this section, “Compatible” means that |
| 38 | +extensions to the CONTAINER must not adversely affect the functionality of the |
| 39 | +other components in the CONTAINER. |
| 40 | + |
| 41 | +2. DISTRIBUTION REQUIREMENTS. For purposes of this Section 2, the term |
| 42 | +“distribution” also means the deployment of CONTAINERS in a service or an |
| 43 | +application for third parties to access over the internet. These are the |
| 44 | +distribution requirements for you to exercise the grants above: |
| 45 | + |
| 46 | +a. A service or an application must have material additional functionality, |
| 47 | +beyond the included portions of the CONTAINER. |
| 48 | + |
| 49 | +b. The following notice shall be included in modifications and derivative works |
| 50 | +of source code distributed: “This software contains source code provided by |
| 51 | +NVIDIA Corporation.” |
| 52 | + |
| 53 | +c. You agree to distribute the CONTAINER subject to the terms at least as |
| 54 | +protective as the terms of this license, including (without limitation) terms |
| 55 | +relating to the license grant, license restrictions and protection of NVIDIA’s |
| 56 | +intellectual property rights. Additionally, you agree that you will protect the |
| 57 | +privacy, security and legal rights of your application users. |
| 58 | + |
| 59 | +d. You agree to notify NVIDIA in writing of any known or suspected distribution |
| 60 | +or use of the CONTAINER not in compliance with the requirements of this license, |
| 61 | +and to enforce the terms of your agreements with respect to the distributed |
| 62 | +CONTAINER. |
| 63 | + |
| 64 | +3. AUTHORIZED USERS. You may allow employees and contractors of your entity or |
| 65 | +of your subsidiary(ies) to access and use the CONTAINER from your secure network |
| 66 | +to perform work on your behalf. If you are an academic institution you may allow |
| 67 | +users enrolled or employed by the academic institution to access and use the |
| 68 | +CONTAINER from your secure network. You are responsible for the compliance with |
| 69 | +the terms of this license by your authorized users. |
| 70 | + |
| 71 | +4. LIMITATIONS. Your license to use the CONTAINER is restricted as follows: |
| 72 | + |
| 73 | +a. The CONTAINER may run on any computing system with or without NVIDIA GPUs, |
| 74 | +except for the NVIDIA proprietary software (such as CUDA and TensorRT software) |
| 75 | +in the CONTAINER which is licensed only to run on systems with NVIDIA GPUs. The |
| 76 | +NVIDIA proprietary software in the CONTAINER may be present on systems without |
| 77 | +NVIDIA GPUs, as long as it is not running on such systems. For components |
| 78 | +governed by open source software licenses, see the information in the |
| 79 | +“Components Under Other Licenses” section below. |
| 80 | + |
| 81 | +b. You may not reverse engineer, decompile or disassemble, or remove copyright |
| 82 | +or other proprietary notices from any portion of the CONTAINER or copies of the |
| 83 | +CONTAINER. |
| 84 | + |
| 85 | +c. Except as expressly provided in this license, you may not copy, sell, rent, |
| 86 | +sublicense, transfer, distribute, modify, or create derivative works of any |
| 87 | +portion of the CONTAINER. For clarity, you may not distribute or sublicense the |
| 88 | +CONTAINER as a stand-alone product. |
| 89 | + |
| 90 | +d. Unless you have an agreement with NVIDIA for this purpose, you may not |
| 91 | +indicate that a service or an application created with the CONTAINER is |
| 92 | +sponsored or endorsed by NVIDIA. |
| 93 | + |
| 94 | +e. You may not bypass, disable, or circumvent any technical limitation, |
| 95 | +encryption, security, digital rights management or authentication mechanism in |
| 96 | +the CONTAINER. |
| 97 | + |
| 98 | +f. You may not replace any NVIDIA software components in the CONTAINER that are |
| 99 | +governed by this license with other software that implements NVIDIA APIs. |
| 100 | + |
| 101 | +g. You may not use the CONTAINER in any manner that would cause it to become |
| 102 | +subject to an open source software license. As examples, licenses that require |
| 103 | +as a condition of use, modification, and/or distribution that the CONTAINER be: |
| 104 | +(i) disclosed or distributed in source code form; (ii) licensed for the purpose |
| 105 | +of making derivative works; or (iii) redistributable at no charge. |
| 106 | + |
| 107 | +h. You acknowledge that the CONTAINER as delivered is not tested or certified by |
| 108 | +NVIDIA for use in connection with the design, construction, maintenance, and/or |
| 109 | +operation of any system where the use or failure of such system could result in |
| 110 | +a situation that threatens the safety of human life or results in catastrophic |
| 111 | +damages (each, a “Critical Application”). Examples of Critical Applications |
| 112 | +include use in avionics, navigation, autonomous vehicle applications, ai |
| 113 | +solutions for automotive products, military, medical, life support or other life |
| 114 | +critical applications. NVIDIA shall not be liable to you or any third party, in |
| 115 | +whole or in part, for any claims or damages arising from such uses. You are |
| 116 | +solely responsible for ensuring that any product or service developed with the |
| 117 | +CONTAINER as a whole includes sufficient features to comply with all applicable |
| 118 | +legal and regulatory standards and requirements. |
| 119 | + |
| 120 | +i. You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, |
| 121 | +and their respective employees, contractors, agents, officers and directors, |
| 122 | +from and against any and all claims, damages, obligations, losses, liabilities, |
| 123 | +costs or debt, fines, restitutions and expenses (including but not limited to |
| 124 | +attorney’s fees and costs incident to establishing the right of indemnification) |
| 125 | +arising out of or related to products or services that use the CONTAINER in or |
| 126 | +for Critical Applications, and for use of the CONTAINER outside of the scope of |
| 127 | +this license or not in compliance with its terms. |
| 128 | + |
| 129 | +j. You may not reverse engineer, decompile or disassemble any portion of the |
| 130 | +output generated using the NVIDIA proprietary software (such as CUDA and |
| 131 | +TensorRT software) in the CONTAINER for the purpose of translating such output |
| 132 | +artifacts to target a non-NVIDIA platform. |
| 133 | + |
| 134 | +5. UPDATES. NVIDIA may, at its option, make available patches, workarounds or |
| 135 | +other updates to this CONTAINER. Unless the updates are provided with their |
| 136 | +separate governing terms, they are deemed part of the CONTAINER licensed to you |
| 137 | +as provided in this license. You agree that the form and content of the |
| 138 | +CONTAINER that NVIDIA provides may change without prior notice to you. While |
| 139 | +NVIDIA generally maintains compatibility between versions, NVIDIA may in some |
| 140 | +cases make changes that introduce incompatibilities in future versions of the |
| 141 | +CONTAINER. |
| 142 | + |
| 143 | +6. PRE-RELEASE VERSIONS. CONTAINER versions identified as alpha, beta, preview, |
| 144 | +early access or otherwise as pre-release may not be fully functional, may |
| 145 | +contain errors or design flaws, and may have reduced or different security, |
| 146 | +privacy, availability, and reliability standards relative to commercial versions |
| 147 | +of NVIDIA software and materials. You may use a pre- release CONTAINER version |
| 148 | +at your own risk, understanding that these versions are not intended for use in |
| 149 | +production or business-critical systems. NVIDIA may choose not to make available |
| 150 | +a commercial version of any pre-release CONTAINER. NVIDIA may also choose to |
| 151 | +abandon development and terminate the availability of a pre-release CONTAINER at |
| 152 | +any time without liability. |
| 153 | + |
| 154 | +7. COMPONENTS UNDER OTHER LICENSES. The CONTAINER may include NVIDIA or |
| 155 | +third-party components with separate legal notices or terms as may be described |
| 156 | +in proprietary notices accompanying the CONTAINER. If and to the extent there is |
| 157 | +a conflict between the terms in this license and the license terms associated |
| 158 | +with the component, the license terms associated with the components control |
| 159 | +only to the extent necessary to resolve the conflict. For example, some Triton |
| 160 | +components (such as the Triton Inference Server) are governed by open source |
| 161 | +software licenses. |
| 162 | + |
| 163 | +You acknowledge and agree that it is your sole responsibility to obtain any |
| 164 | +additional third-party licenses required to make, have made, use, have used, |
| 165 | +sell, import, and offer for sale your products or services that include or |
| 166 | +incorporate any third- party software and content relating to audio and/or video |
| 167 | +encoders and decoders from, including but not limited to, Microsoft, Thomson, |
| 168 | +Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies. NVIDIA does not |
| 169 | +grant to you under this license any necessary patent or other rights with |
| 170 | +respect to any audio and/or video encoders and decoders. Subject to the other |
| 171 | +terms of this license, you may use the CONTAINER to develop and test |
| 172 | +applications released under Open Source Initiative (OSI) approved open source |
| 173 | +software licenses. |
| 174 | + |
| 175 | +8. OWNERSHIP. |
| 176 | + |
| 177 | +8.1 NVIDIA reserves all rights, title and interest in and to the CONTAINER not |
| 178 | +expressly granted to you under this license. NVIDIA and its suppliers hold all |
| 179 | +rights, title and interest in and to the CONTAINER, including their respective |
| 180 | +intellectual property rights. The CONTAINER is copyrighted and protected by the |
| 181 | +laws of the United States and other countries, and international treaty |
| 182 | +provisions. |
| 183 | + |
| 184 | +8.2 Subject to the rights of NVIDIA and its suppliers in the CONTAINER, you hold |
| 185 | +all rights, title and interest in and to your services, applications and your |
| 186 | +derivative works of the sample source code delivered in the CONTAINER including |
| 187 | +their respective intellectual property rights. |
| 188 | + |
| 189 | +9. FEEDBACK. You may, but are not obligated to, provide to NVIDIA suggestions, |
| 190 | +fixes, modifications, feature requests or other feedback regarding the CONTAINER |
| 191 | +(“Feedback”). Feedback, even if designated as confidential by you, shall not |
| 192 | +create any confidentiality obligation for NVIDIA. NVIDIA and its designees have |
| 193 | +a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, |
| 194 | +publicly display, modify, create derivative works of, license, sublicense, and |
| 195 | +otherwise distribute and exploit Feedback as NVIDIA sees fit without payment and |
| 196 | +without obligation or restriction of any kind on account of intellectual |
| 197 | +property rights or otherwise. |
| 198 | + |
| 199 | +10. NO WARRANTIES. THE CONTAINER IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT |
| 200 | +PERMITTED BY APPLICABLE LAW NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL |
| 201 | +WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, |
| 202 | +INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, |
| 203 | +OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT THE CONTAINER |
| 204 | +WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED |
| 205 | +OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. |
| 206 | + |
| 207 | +11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW |
| 208 | +NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, |
| 209 | +PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, PROJECT DELAYS, LOSS |
| 210 | +OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE |
| 211 | +PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OR |
| 212 | +PERFORMANCE OF THE CONTAINER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED |
| 213 | +UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), |
| 214 | +PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF |
| 215 | +NVIDIA HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE |
| 216 | +POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL |
| 217 | +CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE |
| 218 | +NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR |
| 219 | +EXTEND THIS LIMIT. |
| 220 | + |
| 221 | +12. TERMINATION. Your rights under this license will terminate automatically |
| 222 | +without notice from NVIDIA if you fail to comply with any term and condition of |
| 223 | +this license or if you commence or participate in any legal proceeding against |
| 224 | +NVIDIA with respect to the CONTAINER. NVIDIA may terminate this license with |
| 225 | +advance written notice to you, if NVIDIA decides to no longer provide the |
| 226 | +CONTAINER in a country or, in NVIDIA’s sole discretion, the continued use of it |
| 227 | +is no longer commercially viable. Upon any termination of this license, you |
| 228 | +agree to promptly discontinue use of the CONTAINER and destroy all copies in |
| 229 | +your possession or control. Your prior distributions in accordance with this |
| 230 | +license are not affected by the termination of this license. All provisions of |
| 231 | +this license will survive termination, except for the license granted to you. |
| 232 | + |
| 233 | +13. APPLICABLE LAW. This license will be governed in all respects by the laws of |
| 234 | +the United States and of the State of Delaware, without regard to the conflicts |
| 235 | +of laws principles. The United Nations Convention on Contracts for the |
| 236 | +International Sale of Goods is specifically disclaimed. You agree to all terms |
| 237 | +of this license in the English language. The state or federal courts residing in |
| 238 | +Santa Clara County, California shall have exclusive jurisdiction over any |
| 239 | +dispute or claim arising out of this license. Notwithstanding this, you agree |
| 240 | +that NVIDIA shall still be allowed to apply for injunctive remedies or urgent |
| 241 | +legal relief in any jurisdiction. |
| 242 | + |
| 243 | +14. NO ASSIGNMENT. This license and your rights and obligations thereunder may |
| 244 | +not be assigned by you by any means or operation of law without NVIDIA’s |
| 245 | +permission. Any attempted assignment not approved by NVIDIA in writing shall be |
| 246 | +void and of no effect. NVIDIA may assign, delegate or transfer this license and |
| 247 | +its rights and obligations, and if to a non-affiliate you will be notified. |
| 248 | + |
| 249 | +15. EXPORT. The CONTAINER is subject to United States export laws and |
| 250 | +regulations. You agree to comply with all applicable U.S. and international |
| 251 | +export laws, including the Export Administration Regulations (EAR) administered |
| 252 | +by the U.S. Department of Commerce and economic sanctions administered by the |
| 253 | +U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). These |
| 254 | +laws include restrictions on destinations, end-users and end-use. By accepting |
| 255 | +this license, you confirm that you are not currently residing in a country or |
| 256 | +region currently embargoed by the U.S. and that you are not otherwise prohibited |
| 257 | +from receiving the CONTAINER. |
| 258 | + |
| 259 | +16. GOVERNMENT USE. The CONTAINER is, and shall be treated as being, “Commercial |
| 260 | +Items” as that term is defined at 48 CFR § 2.101, consisting of “commercial |
| 261 | +computer software” and “commercial computer software documentation”, |
| 262 | +respectively, as such terms are used in, respectively, 48 CFR § 12.212 and 48 |
| 263 | +CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S. |
| 264 | +Government or a U.S. Government subcontractor is subject to the restrictions in |
| 265 | +this license pursuant to 48 CFR § 12.212 or 48 CFR § 227.7202. In no event shall |
| 266 | +the US Government user acquire rights in the CONTAINER beyond those specified in |
| 267 | +48 C.F.R. 52.227-19(b)(1)-(2). |
| 268 | + |
| 269 | +17. NOTICES. Please direct your legal notices or other correspondence to NVIDIA |
| 270 | +Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United |
| 271 | +States of America, Attention: Legal Department. 18. ENTIRE AGREEMENT. This |
| 272 | +license is the final, complete and exclusive agreement between the parties |
| 273 | +relating to the subject matter of this license and supersedes all prior or |
| 274 | +contemporaneous understandings and agreements relating to this subject matter, |
| 275 | +whether oral or written. If any court of competent jurisdiction determines that |
| 276 | +any provision of this license is illegal, invalid or unenforceable, the |
| 277 | +remaining provisions will remain in full force and effect. Any amendment or |
| 278 | +waiver under this license shall be in writing and signed by representatives of |
| 279 | +both parties. |
| 280 | + |
| 281 | +19. LICENSING. If the distribution terms in this license are not suitable for |
| 282 | +your organization, or for any questions regarding this license, please contact |
| 283 | + |
| 284 | + |
| 285 | +(v. September 14, 2021) |
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