SOFTWARE END USER LICENSE AGREEMENT

PLEASE READ THIS ENTIRE AGREEMENT AND INDICATE WHETHER YOU AGREE TO ITS TERMS BY CLICKING THE "ACCEPT" BUTTON. YOUR USE OF THE SOFTWARE ON THIS DEVICE (“DEVICE”) IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT CLICK THE “ACCEPT” BUTTON, YOU WILL NOT BE ABLE TO ACCESS THE DEVICE.

THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND THE SELLER OF THIS DEVICE (ON BEHALF OF ITSELF AND ITS SUPPLIERS) (COLLECTIVELY, “SELLER”) AND CAN BE ACCEPTED ONLY BY AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOU PURCHASE THE DEVICE. If you are under the legal age of majority, you must ask your parent or legal guardian to consent to this Agreement. By clicking the “ACCEPT” button yourself, you affirm that you have reached the legal age of majority and you accept this Agreement. You also affirm that you are accepting this Agreement on behalf of, and all legal and financial responsibility and liability for the actions of your child, if applicable, and you hereby expressly ratify and confirm any acts of your child and all users of the Device.

The software, firmware, content, apps, documentation and any data that came with or later installed your Device (the "Software"), as may be updated by software updates, patches, upgrades or new versions from Seller at its sole discretion, are licensed, not sold, to you by Seller for use only under the terms of this Agreement, unless otherwise provided under a separate license agreement. Seller and its licensors retain ownership of the Software itself and reserve all rights not expressly granted to you.

1. GENERAL LICENSE RESTRICTIONS AND TERMS

Subject to the terms and conditions of this Agreement, Seller and its licensors grant you a personal, revocable, non-exclusive limited right to use the Software solely on your Device. You may not sell, rent, sublicense, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Software. Except as stated in this Agreement, you may not reproduce or transfer any portion of the Software. You may not create any derivative works, attempt to create the source code from the object code, or download or use the Software for any purpose other than as expressly permitted. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in the Software. You may only transfer the Software and your license rights in the Software under this Agreement in connection with the transfer of ownership of your Device and the person receiving the Device and the Software reads and agrees to accept the terms of this Agreement. The Software is not licensed to you for resale, public performance, display, distribution or broadcast. You acknowledge that some content providers and licensors are intended third party beneficiaries who have rights to enforce this Agreement against you and your permitted users. Except as expressly granted in this Agreement, Seller and its licensors reserve all rights, interests, and remedies in connection with the Software.

The Device and/or Software may come bundled with or otherwise distributed with third party software licensed by an Seller supplier (including the operating system software) and open source software provided under an open source license (“Open Source Software”) (collectively, “Third Party Software”). Notwithstanding anything to the contrary herein, Third Party Software is licensed to you subject to the terms and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete agreement, click-through license or electronic license terms accepted at time of installation and any additional terms or agreements provided by the third party licensor (“Third Party License Terms”). Use of the Third Party Software by you shall be governed by the terms and conditions of such third party license agreement(s). Certain Open Source Software may be subject to open source license agreements that entitle you to corresponding source files which are bundled in the Device or otherwise made available online as indicated by Seller. If you breach Third Party License Terms, you shall, at your own expense fully indemnify, hold harmless, defend, and settle any claim, suit or proceeding that is instituted by a third party against Seller and its suppliers and its officers, employees or agents, to the extent such claim, suit or proceeding is based on your failure to comply with Third Party License Terms and/or infringement of any intellectual property rights in such Third Party Software.

2. MAINTENANCE AND UPGRADES

Seller may occasionally provide certain patches, updates or upgrades to your Device. Such upgrades or updates are provided for system software for your Device only. You authorize Seller to provide such content and agree that Seller and its suppliers shall not be liable for any damages, loss of data or loss of functionalities arising from provision of such content or maintenance services. It is recommended that you regularly back up your data.

3. TERMINATION/CANCELLATION

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically or otherwise cease to be effective without notice from Seller if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software.

4. ADDITIONAL SERVICES AND THIRD PARTY MATERIALS

The Software may enable access to Seller and third party services and web sites (collectively and individually, "Additional Services"). Such Additional Services may not be available in all languages or in all countries. Use of the Additional Services requires Internet access and use of certain Additional Services may require an additional user account, may require you to accept additional terms and may be subject to additional fees. Seller and its suppliers do not endorse or assume any responsibility for any third-party sites, information, materials, products, or services. If you access a third party website from the Device, you do so at your own risk, and you understand that this Agreement and Seller and its suppliers' Privacy Policy do not apply to your use of such sites. You expressly relieve Seller and its suppliers from any and all liability arising from your use of any third-party website, service, or content.

5. INDEMNITY

You agree to defend, indemnify and hold harmless Seller and its suppliers and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of or related to: (i) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (ii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iii) your violation of any applicable law, rule or regulation; or (iv) negligent or willful misconduct.

6. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SELLER, ITS SUPPLIERS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVICEARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE DEVICE.

SOME COUNTRIES, PROVINCES OR STATES MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

SELLER AND ITS SUPPLIERS DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADDITIONAL SERVICES OFFERED BY A THIRD PARTY THROUGH THE DEVICE AND SELLER AND SUPPLIERS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF ADDITIONAL SERVICES.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER AND ITS SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, REVENUE, PRODUCTION, OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS LIMITED WARRANTY, OR THE USE OR PERFORMANCE OF ANY PRODUCT, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER AND ITS SUPPLIERS' TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF FORM OF ACTION, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO Seller FOR THE DEVICE UPON WHICH LIABILITY IS BASED. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE GENERALITY OF THE ABOVE DISCLAIMERS, Seller DOES NOT WARRANT ANY SOFTWARE APPLICATIONS UNDER THESE TERMS AND CONDITIONS. WARRANTIES, IF ANY, FOR SOFTWARE ARE CONTAINED IN THE APPLICABLE LICENSE AGREEMENT WHICH ACCOMPANIES THE WARRANTED SOFTWARE.

8. SYSTEM INFORMATION

The Software may collect system information (which has minimal impact on your data consumption) in order to improve the performance of the Device, including model number, manufacturer name, etc. The Device does not collect personally identifiable information as part of this process.

9. GOVERNING LAW AND YOUR RIGHTS

This Agreement gives you specific legal rights. You may also have other rights which vary from state to state, and jurisdiction to jurisdiction. You hereby agree to all terms of this Agreement in the English language. This Agreement and all disputes that may arise from it shall be subject to and governed by the Governing Law and Your Rights and Binding Arbitration and Class Action/Jury Trial Waiver terms governing the Device posted at www.nvidia.com/warranty.

10. GENERAL

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Seller without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

This Agreement, together with any amendments and any additional agreements you may enter into with Seller in connection with the Software, shall constitute the entire agreement between you and Seller concerning the Software. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Seller's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

If the Software is licensed to the United States government or any agency thereof, then the Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Software and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.