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 is licensed for you to develop services and applications only for their use in
systems with NVIDIA GPUs.

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. Unless you have an agreement with NVIDIA for this purpose, you may not use the CONTAINER with any
system or application where the use or failure of the system or application can reasonably be
expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use
in avionics, navigation, military, medical, life support or other life critical applications. NVIDIA
does not design, test or manufacture the CONTAINER for these critical uses and 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.

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 your use of the CONTAINER outside of the scope of this
license, or not in compliance with its terms.

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. THIRD-PARTY COMPONENTS. The CONTAINER may include 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 third-party license terms,
the third-party terms control only to the extent necessary to resolve the conflict.

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 nvidia-compute-license-questions@nvidia.com.

(v. December 4, 2020)