NGC-DL-CONTAINER-LICENSE

NVIDIA DEEP LEARNING CONTAINER LICENSE

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA")
and governs the use of the NVIDIA container and all its contents (“CONTAINER”).

This license can be accepted only by an adult of legal age of majority in the
country in which the CONTAINER is used. If you are under the legal age of
majority, you must ask your parent or legal guardian to consent to this license.
If you are entering this license on behalf of a company or other legal entity,
you represent that you have legal authority and “you” will mean the entity you
represent.

By using the CONTAINER, you affirm that you have reached the legal age of
majority, you accept the terms of this license, and you take legal and financial
responsibility for the actions of your permitted users.

You agree to use the CONTAINER only for purposes that are permitted by (a) this
license, and (b) any applicable law, regulation or generally accepted practices
or guidelines in the relevant jurisdictions.

1. LICENSE. Subject to the terms of this license, NVIDIA hereby grants you a
non-exclusive, non-transferable license, without the right to sublicense (except
as expressly provided in this license) to:

a. Install and use copies of the CONTAINER, and modify and create derivative
works of samples or example source code delivered in the CONTAINER (if
applicable), to develop and test services and applications,

b. Deploy the CONTAINER on infrastructure you own or lease to offer a service to
third parties, without distributing the CONTAINER or exposing the NVIDIA APIs in
the CONTAINER directly to such service users, and

c. Develop and extend the CONTAINER to create a Compatible (as defined below)
derived CONTAINER that includes the entire CONTAINER plus other software with
primary functionality, to develop and compile applications, and distribute such
derived CONTAINER to run applications, subject to the distribution requirements
indicated in this license. As used in this section, “Compatible” means that
extensions to the CONTAINER must not adversely affect the functionality of the
other components in the CONTAINER.

2. DISTRIBUTION REQUIREMENTS. For purposes of this Section 2, the term
“distribution” also means the deployment of CONTAINERS in a service or an
application for third parties to access over the internet. These are the
distribution requirements for you to exercise the grants above:

a. A service or an application must have material additional functionality,
beyond the included portions of the CONTAINER.

b. The following notice shall be included in modifications and derivative works
of source code distributed: “This software contains source code provided by
NVIDIA Corporation.”

c. You agree to distribute the CONTAINER subject to the terms at least as
protective as the terms of this license, including (without limitation) terms
relating to the license grant, license restrictions and protection of NVIDIA’s
intellectual property rights. Additionally, you agree that you will protect the
privacy, security and legal rights of your application users.

d. You agree to notify NVIDIA in writing of any known or suspected distribution
or use of the CONTAINER not in compliance with the requirements of this license,
and to enforce the terms of your agreements with respect to the distributed
CONTAINER.

3. AUTHORIZED USERS. You may allow employees and contractors of your entity or
of your subsidiary(ies) to access and use the CONTAINER from your secure network
to perform work on your behalf. If you are an academic institution you may allow
users enrolled or employed by the academic institution to access and use the
CONTAINER from your secure network. You are responsible for the compliance with
the terms of this license by your authorized users.

4. LIMITATIONS. Your license to use the CONTAINER is restricted as follows:

a. The CONTAINER may run on any computing system with or without NVIDIA GPUs,
except for the NVIDIA proprietary software (such as CUDA and TensorRT software)
in the CONTAINER which is licensed only to run on systems with NVIDIA GPUs. The
NVIDIA proprietary software in the CONTAINER may be present on systems without
NVIDIA GPUs, as long as it is not running on such systems. For components
governed by open source software licenses, see the information in the
“Components Under Other Licenses” section below.

b. You may not reverse engineer, decompile or disassemble, or remove copyright
or other proprietary notices from any portion of the CONTAINER or copies of the
CONTAINER.

c. Except as expressly provided in this license, you may not copy, sell, rent,
sublicense, transfer, distribute, modify, or create derivative works of any
portion of the CONTAINER. For clarity, you may not distribute or sublicense the
CONTAINER as a stand-alone product.

d. Unless you have an agreement with NVIDIA for this purpose, you may not
indicate that a service or an application created with the CONTAINER is
sponsored or endorsed by NVIDIA.

e. You may not bypass, disable, or circumvent any technical limitation,
encryption, security, digital rights management or authentication mechanism in
the CONTAINER.

f. You may not replace any NVIDIA software components in the CONTAINER that are
governed by this license with other software that implements NVIDIA APIs.

g. You may not use the CONTAINER 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 CONTAINER be:
(i) disclosed or distributed in source code form; (ii) licensed for the purpose
of making derivative works; or (iii) redistributable at no charge.

h. You acknowledge that the CONTAINER 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
CONTAINER as a whole includes sufficient features to comply with all applicable
legal and regulatory standards and requirements.

i. 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 CONTAINER in or
for Critical Applications, and for use of the CONTAINER outside of the scope of
this license or not in compliance with its terms.

j. You may not reverse engineer, decompile or disassemble any portion of the
output generated using the NVIDIA proprietary software (such as CUDA and
TensorRT software) in the CONTAINER for the purpose of translating such output
artifacts to target a non-NVIDIA platform.

5. UPDATES. NVIDIA may, at its option, make available patches, workarounds or
other updates to this CONTAINER. Unless the updates are provided with their
separate governing terms, they are deemed part of the CONTAINER licensed to you
as provided in this license. You agree that the form and content of the
CONTAINER that NVIDIA provides may change without prior notice to you. While
NVIDIA generally maintains compatibility between versions, NVIDIA may in some
cases make changes that introduce incompatibilities in future versions of the
CONTAINER.

6. PRE-RELEASE VERSIONS. CONTAINER versions identified as alpha, beta, preview,
early access or otherwise as pre-release may not be fully functional, may
contain errors or design flaws, and may have reduced or different security,
privacy, availability, and reliability standards relative to commercial versions
of NVIDIA software and materials. You may use a pre- release CONTAINER version
at your own risk, understanding that these versions are not intended for use in
production or business-critical systems. NVIDIA may choose not to make available
a commercial version of any pre-release CONTAINER. NVIDIA may also choose to
abandon development and terminate the availability of a pre-release CONTAINER at
any time without liability.

7. COMPONENTS UNDER OTHER LICENSES. The CONTAINER may include NVIDIA or
third-party components with separate legal notices or terms as may be described
in proprietary notices accompanying the CONTAINER. If and to the extent there is
a conflict between the terms in this license and the license terms associated
with the component, the license terms associated with the components control
only to the extent necessary to resolve the conflict. For example, some Triton
components (such as the Triton Inference Server) are governed by open source
software licenses.

You acknowledge and agree that it is your sole responsibility to obtain any
additional third-party licenses required to make, have made, use, have used,
sell, import, and offer for sale your 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. NVIDIA does not
grant to you under this license any necessary patent or other rights with
respect to any audio and/or video encoders and decoders. Subject to the other
terms of this license, you may use the CONTAINER to develop and test
applications released under Open Source Initiative (OSI) approved open source
software licenses.

8. OWNERSHIP.

8.1 NVIDIA reserves all rights, title and interest in and to the CONTAINER not
expressly granted to you under this license. NVIDIA and its suppliers hold all
rights, title and interest in and to the CONTAINER, including their respective
intellectual property rights. The CONTAINER is copyrighted and protected by the
laws of the United States and other countries, and international treaty
provisions.

8.2 Subject to the rights of NVIDIA and its suppliers in the CONTAINER, you hold
all rights, title and interest in and to your services, applications and your
derivative works of the sample source code delivered in the CONTAINER including
their respective intellectual property rights.

9. FEEDBACK. You may, but are not obligated to, provide to NVIDIA suggestions,
fixes, modifications, feature requests or other feedback regarding the CONTAINER
(“Feedback”). Feedback, even if designated as confidential by you, shall not
create any confidentiality obligation for NVIDIA. NVIDIA and its designees have
a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce,
publicly display, modify, create derivative works of, license, sublicense, and
otherwise distribute and exploit Feedback as NVIDIA sees fit without payment and
without obligation or restriction of any kind on account of intellectual
property rights or otherwise.

10. NO WARRANTIES. THE CONTAINER IS PROVIDED AS-IS. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,
OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT THE CONTAINER
WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED
OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

11. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, PROJECT DELAYS, 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 LICENSE OR THE USE OR
PERFORMANCE OF THE CONTAINER, 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, EVEN IF
NVIDIA HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL
CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE
NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR
EXTEND THIS LIMIT.

12. TERMINATION. Your rights under this license will terminate automatically
without notice from NVIDIA if you fail to comply with any term and condition of
this license or if you commence or participate in any legal proceeding against
NVIDIA with respect to the CONTAINER. NVIDIA may terminate this license with
advance written notice to you, if NVIDIA decides to no longer provide the
CONTAINER in a country or, in NVIDIA’s sole discretion, the continued use of it
is no longer commercially viable. Upon any termination of this license, you
agree to promptly discontinue use of the CONTAINER and destroy all copies in
your possession or control. Your prior distributions in accordance with this
license are not affected by the termination of this license. All provisions of
this license will survive termination, except for the license granted to you.

13. APPLICABLE LAW. This license will be governed in all respects by the laws of
the United States and of the State of Delaware, 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 license 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 license. Notwithstanding this, you agree
that NVIDIA shall still be allowed to apply for injunctive remedies or urgent
legal relief in any jurisdiction.

14. NO ASSIGNMENT. This license and your rights and obligations thereunder may
not be assigned by you by any means or operation of law without NVIDIA’s
permission. Any attempted assignment not approved by NVIDIA in writing shall be
void and of no effect. NVIDIA may assign, delegate or transfer this license and
its rights and obligations, and if to a non-affiliate you will be notified.

15. EXPORT. The CONTAINER is subject to United States export laws and
regulations. You agree to comply with all applicable U.S. and international
export laws, 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. By accepting
this license, you confirm that you are not currently residing in a country or
region currently embargoed by the U.S. and that you are not otherwise prohibited
from receiving the CONTAINER.

16. GOVERNMENT USE. The CONTAINER is, and shall be treated as being, “Commercial
Items” as that term is defined at 48 CFR § 2.101, consisting of “commercial
computer software” and “commercial computer software documentation”,
respectively, as such terms are used in, respectively, 48 CFR § 12.212 and 48
CFR §§ 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S.
Government or a U.S. Government subcontractor is subject to the restrictions in
this license pursuant to 48 CFR § 12.212 or 48 CFR § 227.7202. In no event shall
the US Government user acquire rights in the CONTAINER beyond those specified in
48 C.F.R. 52.227-19(b)(1)-(2).

17. NOTICES. 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. This
license is the final, complete and exclusive agreement between the parties
relating to the subject matter of this license and supersedes all prior or
contemporaneous understandings and agreements relating to this subject matter,
whether oral or written. If any court of competent jurisdiction determines that
any provision of this license is illegal, invalid or unenforceable, the
remaining provisions will remain in full force and effect. Any amendment or
waiver under this license shall be in writing and signed by representatives of
both parties.

19. LICENSING. If the distribution terms in this license are not suitable for
your organization, or for any questions regarding this license, please contact
NVIDIA at [email protected].

(v. September 14, 2021)