AGREEMENT FOR CUSTOMER USE OF NVIDIA GEFORCE SOFTWARE

This License Agreement For Customer Use of NVIDIA GEFORCE SOFTWARE ("AGREEMENT")
is the agreement which governs use of the GeForce Experience computer software
, installers and drivers downloaded in connection therewith and any accompanying
documentation (together, the SOFTWARE) of NVIDIA Corporation and its subsidiaries
("NVIDIA"). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INS
TALLING OR USING THE SOFTWARE. NVIDIA is willing to license the SOFTWARE to you
only on the condition that you accept all of the terms contained in this AGREEME
NT. By downloading, installing, copying, or otherwise using the SOFTWARE, you in
dicate that you understand this AGREEMENT and agree to be bound by all of its te
rms. If you do not agree to all of the terms of this AGREEMENT, then NVIDIA is u
nwilling to license the SOFTWARE to you and you must return or destroy all copie
s of the SOFTWARE and not download, install, copy, or otherwise use the SOFTWARE
.
RECITALS
Use of NVIDIA's products requires three elements: the SOFTWARE, the hardware on
a graphics controller board, and a personal computer (collectively, such hardwar
e and personal computer is defined herein as "CUSTOMER SYSTEM"). The SOFTWARE is
protected by copyright laws and international copyright treaties, as well as ot
her intellectual property laws and treaties. The SOFTWARE is not sold, and inste
ad is only licensed for use, strictly in accordance with this AGREEMENT. The har
dware is protected by various patents, and is sold, but this AGREEMENT does not
cover that sale, since it may not necessarily be sold as a package with the SOFT
WARE. This AGREEMENT sets forth the terms and conditions of the SOFTWARE license
only.
1. DEFINITIONS
1.1 Customer. Customer means the entity or individual that downloads and/or inst
alls the SOFTWARE.
2. GRANT OF LICENSE
2.1 Rights and Limitations of Grant. Provided Customer complies with the terms i
n this AGREEMENT, NVIDIA hereby grants a non-exclusive, non-transferable right f
or a single Customer to load, install, run, and use the executable form of the S
OFTWARE in the manner and for the purposes described in the associated printed m
aterials, with the following limitations:
2.1.1 Rights. Customer may install and use one copy of the SOFTWARE on CUSTOMER
SYSTEM, and except for making one back-up copy of the SOFTWARE, may not otherwis
e copy the SOFTWARE. The SOFTWARE may not be shared or used concurrently on diff
erent computers.
2.1.2 Limitations. Except as expressly specified in this AGREEMENT, Customer may
not: (a) copy (except in the course of loading or installing) or modify the SOF
TWARE, including but not limited to, adding new features or otherwise making ada
ptations that alter the functioning of the SOFTWARE; (b) reverse engineer, decom
pile, or disassemble the SOFTWARE, or attempt in any other manner to obtain the
source code, in whole or part, or permit or authorize a third party to do so, ex
cept to the extent such activities are expressly permitted by law notwithstandin
g this prohibition; (c) remove any copyright or other proprietary rights notices
from the SOFTWARE; (d) transfer, sublicense, lend, rent, lease or otherwise dis
tribute the SOFTWARE to someone else; or (e) make the functionality of the SOFTW
ARE available to multiple users through any means, including but not limited to,
by uploading the SOFTWARE to a network or file-sharing service or through any h
osting, application services provider, service bureau, software-as-a-service (Sa
aS) or any other type of services.
2.2 Additional Information.
7-Zip. The SOFTWARE includes the 7-Zip software program ("7-Zip"). Use of the s
ource code for 7-Zip is subject to the terms and conditions found at www.7-zip.o
rg.
3. CONSENT TO COLLECTION AND USE OF INFORMATION
Customer hereby acknowledges that the SOFTWARE accesses and collects both non-pe
rsonally identifiable information and personally identifiable information about
Customer and CUSTOMER SYSTEM as well as configures CUSTOMER SYSTEM in order to (
a) properly optimize CUSTOMER SYSTEM for use with the SOFTWARE, (b) deliver cont
ent through the SOFTWARE, (c) improve NVIDIA products and services, and (d) deli
ver marketing communications. Information collected by the SOFTWARE includes, b
ut is not limited to, CUSTOMER SYSTEM'S (i) hardware configuration and ID, (ii)
operating system and driver configuration, (iii) installed games and application
s, (iv) games and applications settings, performance, and usage data, and (iv) u
sage metrics of the SOFTWARE. To the extent that Customer uses the SOFTWARE, Cus
tomer hereby consents to all of the foregoing, and represents and warrants that
Customer has the right to grant such consent.
In addition, Customer agrees that Customer is solely responsible for maintaining
appropriate data backups and system restore points for CUSTOMER SYSTEM, and tha
t NVIDIA will have no responsibility for any damage or loss to CUSTOMER SYSTEM (
including loss of data or access) arising from or relating to (y) any changes to
the configuration, application settings, environment variables, registry, drive
rs, BIOS, or other attributes of CUSTOMER SYSTEM (or any part of CUSTOMER SYSTEM
) initiated through the SOFTWARE; or (z) installation of any SOFTWARE or third p
arty software patches initiated through the SOFTWARE. The SOFTWARE may contain
links to websites and services. NVIDIA encourages Customer to review the privacy
statements on those sites and services that Customer chooses to visit so that C
ustomer can understand how they may collect, use and share Customers personally i
dentifiable information. NVIDIA is not responsible for the privacy statements o
r practices of sites and services controlled by other companies or organizations
.
Customer and CUSTOMER SYSTEM information collection rules can be configured on t
he "Preferences" tab of GeForce Experience. For more information on NVIDIA s co
llection, use, and disclosure of information from its SOFTWARE users, please ref
er to NVIDIAs privacy policy available at URL http://www.nvidia.com/object/priva
cy_policy.html.
4. TERM AND TERMINATION
4.1 Term. Each license provided hereunder has a duration starting from the date
of download and ending at the end of use of the associated CUSTOMER SYSTEM, subj
ect to earlier termination as provided in the section below. This AGREEMENT rema
ins in effect until the last license expires or terminates.
4.2 Termination. Customer may terminate the AGREEMENT at any time by destroying
all copies of the SOFTWARE in Customers possession or control. This AGREEMENT wil
l automatically terminate, with or without notice from NVIDIA, if Customer fails
to comply with any of the terms and conditions hereof. In such event, Customer
must, at NVIDIAs option, either destroy or return all copies of the SOFTWARE and
all of its component parts in Customers possession or control. If Customer commen
ces or participates in any legal proceeding against NVIDIA, then NVIDIA may, in
its sole discretion, suspend or terminate all license grants and any other right
s provided under this AGREEMENT during the pendency of such legal proceedings.
5. COPYRIGHT
5.1 Copyright Ownership. The copy of the SOFTWARE is licensed, not sold. Custome
r owns any media on which the SOFTWARE is recorded, but NVIDIA and its licensors
or suppliers retain ownership of the copy of the SOFTWARE itself, including all
copyrights and other intellectual property rights in and to the SOFTWARE (inclu
ding but not limited to all images, photographs, animations, video, audio, music
, text, and other information incorporated into the SOFTWARE), the accompanying
printed materials, and any copies of the SOFTWARE. The SOFTWARE is protected by
copyright laws and international treaty provisions. Accordingly, Customer is req
uired to treat the SOFTWARE like any other copyrighted material, except as other
wise allowed pursuant to this AGREEMENT and that it may make one copy of the SOF
TWARE solely for backup or archive purposes, provided that Customer reproduces a
ll copyright and proprietary notices that are on the original copy. The algorit
hms, structure, organization and source code of the SOFTWARE are the valuable tr
ade secrets and confidential information of NVIDIA. Except as otherwise express
ly provided herein, neither this AGREEMENT nor NVIDIA grants Customer any expres
s or implied right under any NVIDIA patents, copyrights, trademarks, or other in
tellectual property rights in the SOFTWARE, and all rights, title and interest i
n and to the SOFTWARE not expressly granted are reserved by NVIDIA or its licens
ors or suppliers.
5.2 Recorded Content. The SOFTWARE enables Customers to record their electronic
activity, including but not limited to gameplay (CONTENT VIDEOS), and upload or br
oadcast the CONTENT VIDEOS on services such as Twitch.tv and YouTube. Customers
are solely responsible for their CONTENT VIDEOS and assume all risk arising from
their use of third party websites, services, and networks. Customer represents
and warrants that Customer is the creator and owner of any CONTENT VIDEOS or oth
erwise has sufficient rights and authority to post or publish them. By using the
SOFTWARE to upload and publish CONTENT VIDEOS on third party websites, services
, or networks, Customer agrees to indemnify and hold harmless NVIDIA and its off
icers, directors, employees and agents from and against any claims, disputes, de
mands, liabilities, damages, losses, costs, and expenses (CLAIMS) arising out of o
r in any way connected with Customers CONTENT VIDEOS, including but not limited t
o CLAIMS that Customers CONTENT VIDEOS (a) infringe, violate, or misappropriate a
ny third party right, including copyright, trademark, patent, trade secret, mora
l right, privacy or publicity rights, or any other intellectual property or prop
rietary right; or (b) slander, defame, or libel any other person.
6. APPLICABLE LAW
This AGREEMENT shall be deemed to have been made in, and shall be construed purs
uant to, the laws of the State of Delaware, without regard to or application of
conflict of laws rules or principles. The United Nations Convention on Contracts
for the International Sale of Goods is specifically disclaimed. The state and/o
r federal courts residing in Santa Clara County, California shall have exclusive
jurisdiction over any dispute or claim arising out of this Agreement. Customer
agrees to comply fully with all U.S. export laws and regulations to ensure that
the SOFTWARE, any technical data related thereto, and any direct product thereo
f are not exported or re-exported directly or indirectly in violation of, or use
d for any purposes prohibited by, applicable export laws and regulations.
7. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
7.1 No Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PE
RMITTED BY APPLICABLE LAW, NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EIT
HER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CO
NDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF T
RADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NVIDIA OR
ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AG
REEMENT.
7.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL
, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS IN
FORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY T
O USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH D
AMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IM
PLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY
FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING THE FOREGOING, NVIDIA S AGGR
EGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ON
E THOUSAND UNITED STATES DOLLARS (USD$1,000.00). THE FOREGOING LIMITATIONS WILL
SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUN
D TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. U.S. GOVERNMENT END USERS.
The SOFTWARE and associated documentation are commercial items as that term is def
ined in FAR 2.101, consisting of commercial computer software and commercial comput
er software documentation, respectively, as such terms are used in FAR 12.212 and
DFARS 227.7202. If the SOFTWARE and documentation are being acquired by or on
behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.720
2-1 through 227.7202-4, as applicable, the U.S. Governments rights in the SOFTWAR
E and documentation will be only those specified in this AGREEMENT.
9. MISCELLANEOUS
Customer may not assign or transfer this AGREEMENT or any rights granted hereund
er, by operation of law or otherwise, without NVIDIAs prior written consent, and
any attempt by Customer to do so, without such consent, will be void. Except as
expressly set forth in this AGREEMENT, the exercise by either party of any of it
s remedies under this AGREEMENT will be without prejudice to its other remedies
under this AGREEMENT or otherwise. If any provision of this AGREEMENT is inconsi
stent with, or cannot be fully enforced under, the law, such provision will be c
onstrued to the maximum extent possible, and the other provisions will remain in
full force and effect. This AGREEMENT is the final, complete and exclusive agre
ement between the parties relating to the subject matter hereof, and supersedes
all prior or contemporaneous proposals, understandings, communications, and agre
ements relating to such subject matter, whether oral or written, unless Customer
and NVIDIA execute a separate agreement governing the use of the SOFTWARE. Fail
ure by either party to enforce any provision of this AGREEMENT will not constitu
te a waiver of future enforcement of that or any other provision. This AGREEMENT
may only be waived or modified in writing signed by an authorized officer of NV
IDIA.
Version 2