NVIDIA-CODEC-SDK

NVIDIA VIDEO CODEC SDK LICENSE AGREEMENT (“Agreement”)

BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE AND OTHER AVAILABLE MATERIALS,
YOU (“LICENSEE”) AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS
AGREEMENT.  If Licensee does not agree to the terms and condition of this
Agreement, THEN do not downLOAD, INSTALL OR USE the SOFTWARE AND MATERIALS.

The materials available for download to Licensees may include software in both
sample source code ("Source Code") and object code ("Object Code") versions
(collectively, the “Software”), documentation and other materials (collectively,
these code and materials referred to herein as "Licensed Materials").  Except as
expressly indicated herein, all terms and conditions of this Agreement apply to
all of the Licensed Materials.

Except as expressly set forth herein, NVIDIA owns all of the Licensed Materials
and makes them available to Licensee only under the terms and conditions set
forth in this Agreement.

License:  Subject to Licensee’s compliance with the terms of this Agreement,
NVIDIA grants to Licensee a nonexclusive, non-transferable, worldwide,
royalty-free, fully paid-up license and right to install, use, reproduce,
display, perform, modify the Source Code of the Software, and to prepare and
have prepared derivative works thereof, and distribute the Software and
derivative works thereof (in object code only) as integrated in Licensee
software products solely for use with supported NVIDIA GPU hardware products as
specified in the accompanying release notes.  The following terms apply to the
Licensed Material:

  Derivative Works:  Subject to the License Grant Back below, Licensee shall own
  any Derivative Works it creates directly to the Source Code that integrates with
  Licensee’s software product ("Modification(s)") subject to NVIDIA’s ownership of
  the underlying Source Code and all intellectual property rights therein. 

  Distribution: Licensee may distribute the Software (in object code form)
  integrated with Licensee software products only to Licensee’s authorized
  distributors, resellers, and others in Licensee’s distribution chain for
  Licensee product and end users and grant to such third party a sublicense to use
  the Software under a written, legally enforceable agreement that has the effect
  of protecting the Software and the rights of NVIDIA under terms no less
  restrictive than this Agreement.

  Limitations: Unless otherwise authorized in the Agreement, Licensee shall not
  otherwise assign, sublicense, lease, or in any other way transfer or disclose
  Software to any third party. Licensee agrees not to disassemble, decompile or
  reverse engineer the Object Code or use or modify any of the Licensed Materials
  to enable screen scraping, data scraping, or any other activity with the purpose
  of capturing copyright protected content in violation of a third party party’s
  intellectual property or other proprietary rights.  Licensee shall indemnify
  NVIDIA for any and all claims, liabilities, damages, expenses and costs arising
  from Licensee’s breach of the foregoing limitations. 

  License Grant Back: Licensee hereby grants to NVIDIA and its affiliates a
  worldwide, non-exclusive, irrevocable, perpetual, sublicenseable (through
  multiple tiers of sublicensees), royalty-free and fully paid-up right and
  license to the Modification(s) created by or on behalf of Licensee so that
  NVIDIA may copy, modify, create derivatives works thereof, to use, have used,
  import, make, have made, sell, offer to sell, sublicense (through multiple tiers
  of sublicensees), distribute (through multiple tiers of distributors) such
  derivative work(s) on a stand-alone basis or as incorporated into the Licensed
  Materials or other related technologies.  For the sake of clarity, NVIDIA is not
  prohibited or otherwise restricted from independently developing new features or
  functionality with respect to the Licensed Materials

  No Other License: No rights or licenses with respect to any proprietary
  information or patent, copyright, trade secret or other intellectual property
  right owned or controlled by NVIDIA are granted by NVIDIA to Licensee under this
  Agreement, expressly or by implication, except as expressly provided in this
  Agreement. 

Confidentiality: If applicable, any exchange of Confidential Information (as
defined in the NDA) shall be made pursuant to the terms and conditions of a
separately signed Non-Disclosure Agreement (“NDA”) by and between NVIDIA and
You. For the sake of clarity, You agree that (a) the Software (in source code
form); and (b) Your use of the Software is considered Confidential Information
of NVIDIA.

If You wish to have a third party consultant or subcontractor ("Contractor")
perform work on Your behalf which involves access to or use of Software, You
shall obtain a written confidentiality agreement from the Contractor which
contains terms and obligations with respect to access to or use of Software no
less restrictive than those set forth in this Agreement and excluding any
distribution or sublicense rights, and use for any other purpose than permitted
in this Agreement. Otherwise, You shall not disclose the terms or existence of
this Agreement or use NVIDIA's name in any publications, advertisements, or
other announcements without NVIDIA's prior written consent.  Unless otherwise
provided in this Agreement, You do not have any rights to use any NVIDIA
trademarks or logos.

Intellectual Property Ownership: Except as expressly licensed to Licensee under
this Agreement, NVIDIA reserves all right, title and interest, including but not
limited to all intellectual property rights, in and to the Licensed Materials
and any derivative work(s) made thereto. The algorithms, structure, organization
and Source Code are the valuable trade secrets and confidential information of
NVIDIA.

Licensee acknowledges and agrees that it is Licensee’s sole responsibility to
obtain any, additional, third party licenses required to make, have made, use,
have used, sell, import, and offer for sale Licensee products that include or
incorporate any third party technology such as operating systems, audio and/or
video encoders and decoders or any technology from, including but not limited
to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding
Technologies (“Third Party Technology”).  Licensee acknowledges and agrees that
NVIDIA has not granted to Licensee under this Agreement any necessary patent
rights with respect to the Third Party Technology.  As such, Licensee’s use of
the Third Party Technology may be subject to further restrictions and terms and
conditions.  Licensee acknowledges and agrees that Licensee is solely and
exclusively responsible for obtaining any and all authorizations and licenses
required for the use, distribution and/or incorporation of the Third Party
Technology.

Licensee shall, at its own expense fully indemnify, hold harmless, defend and/or
settle any claim, suit or proceeding that is asserted by a third party against
NVIDIA and its officers, employees or agents, to the extent such claim, suit or
proceeding arising from or related to Licensee’s failure to fully satisfy and/or
comply with the third party licensing obligations related to the Third Party
Technology (a “Claim”).  In the event of a Claim, Licensee agrees to: (a) pay
all damages or settlement amounts, which shall not be finalized without the
prior written consent of NVIDIA, (including other reasonable costs incurred by
NVIDIA, including reasonable attorneys fees, in connection with enforcing this
paragraph); (b) reimburse NVIDIA for any licensing fees and/or penalties
incurred by NVIDIA in connection with a Claim; and (c) immediately
procure/satisfy the third party licensing obligations before using the Software
pursuant to this Agreement.

Term of Agreement:  This Agreement shall become effective from the date of the
initial download and shall remain in effect for one year thereafter, unless
terminated as provided below.  Unless either party notifies the other party of
its intent to terminate this Agreement at least thirty (30) days prior to the
end of the Initial Term or the applicable renewal period, this Agreement will be
automatically renewed for one (1) year renewal periods thereafter, unless
terminated in accordance with the “Termination” provision of this Agreement.

NVIDIA may terminate this Agreement (and with it, all of Licensee’s right to the
Licensed Materials) if (i) Licensee fails to comply with any of the terms and
conditions of this Agreement and if the breach is not cured within thirty (30)
days after notice thereof. Upon expiration or termination of this Agreement
pursuant to this paragraph, Licensee shall immediately cease using the Licensed
Materials and return or destroy or copies thereof in its possession.

Defensive Suspension: If Licensee commences or participates in any legal
proceeding against NVIDIA, then NVIDIA may, in its sole discretion, suspend or
terminate all license grants and any other rights provided under this Agreement.

No Support:  NVIDIA has no obligation to support or to continue providing or
updating any of the Licensed Materials.

No Warranty:  THE LICENSED MATERIALS PROVIDED BY NVIDIA TO LICENSEE HEREUNDER
ARE PROVIDED "AS IS."  NVIDIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Limitation of Liability: NVIDIA SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S
CUSTOMERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER LICENSEE FOR
ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES (WHETHER IN AN ACTION IN CONTRACT,
TORT OR BASED ON A WARRANTY), EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL NVIDIA’S
AGGREGATE LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH
OR UNDER LICENSEE EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY LICENSEE TO NVIDIA
FOR THE LICENSED MATERIALS.

Applicable Law and Jurisdiction: This Agreement shall be deemed to have been
made in, and shall be construed pursuant to, the laws of the State of Delaware.
The state and/or federal courts residing in Santa Clara County, California shall
have exclusive jurisdiction over any dispute or claim arising out of this
Agreement. The United Nations Convention on Contracts for the International Sale
of Goods is specifically disclaimed.

Feedback: Licensee may, but is not obligated to, provide to NVIDIA any
suggestions, comments and feedback regarding the Licensed Materials that are
delivered by NVIDIA to Licensee under this Agreement (collectively, “Licensee
Feedback”).  NVIDIA may use and include any Licensee Feedback that Licensee
voluntarily provides to improve the Licensed Materials or other related NVIDIA
technologies.  Accordingly, if Licensee provides Licensee Feedback, Licensee
grants NVIDIA and its licensees a perpetual, irrevocable, worldwide,
royalty-free, fully paid-up license grant to freely use, have used, sell,
modify, reproduce, transmit, license, sublicense (through multiple tiers of
sublicensees), distribute (through multiple tiers of distributors), and
otherwise commercialize the Licensee Feedback in the Licensed Materials or other
related technologies.  

RESTRICTED RIGHTS NOTICE: Licensed Materials has been developed entirely at
private expense and is commercial computer software provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S.
Government subcontractor is subject to the restrictions set forth in the license
agreement under which Licensed Materials was obtained pursuant to DFARS
227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial
Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable.
Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA
95050.

Miscellaneous: If any provision of this Agreement is inconsistent with, or
cannot be fully enforced under, the law, such provision will be construed as
limited to the extent necessary to be consistent with and fully enforceable
under the law. This Agreement is the final, complete and exclusive agreement
between the parties relating to the subject matter hereof, and supersedes all
prior or contemporaneous understandings and agreements relating to such subject
matter, whether oral or written. This Agreement is solely between NVIDIA and
Licensee.  There are no third party beneficiaries, express or implied, to this
Agreement. This Agreement may only be modified in writing signed by an
authorized officer of NVIDIA.  Licensee agrees that it will not ship, transfer
or export the Licensed Materials into any country, or use the Licensed Materials
in any manner, prohibited by the United States Bureau of Industry and Security
or any export laws, restrictions or regulations. This Agreement, and Licensee’s
rights and obligations herein, may not be assigned, subcontracted, delegated, or
otherwise transferred by Licensee without NVIDIA’s prior written consent, and
any attempted assignment, subcontract, delegation, or transfer in violation of
the foregoing will be null and void.   The terms of this Agreement shall be
binding upon assignees.

Thank you!