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
INSTALLING 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 AGREEMENT.
By downloading, installing, copying, or otherwise using the SOFTWARE, you indicate
that you understand this AGREEMENT and agree to be bound by all of its terms. If
you do not agree to all of the terms of this AGREEMENT, then NVIDIA is unwilling to
license the SOFTWARE to you and you must return or destroy all copies 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 hardware and
personal computer is defined herein as "CUSTOMER SYSTEM"). The SOFTWARE is
protected by copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. The SOFTWARE is not sold, and instead is
only licensed for use, strictly in accordance with this AGREEMENT. The hardware 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 SOFTWARE. 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
installs the SOFTWARE.
2. GRANT OF LICENSE
2.1 Rights and Limitations of Grant. Provided Customer complies with the terms in
this AGREEMENT, NVIDIA hereby grants a non-exclusive, non-transferable right for a
single Customer to load, install, run, and use the executable form of the SOFTWARE
in the manner and for the purposes described in the associated printed materials,
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 otherwise
copy the SOFTWARE. The SOFTWARE may not be shared or used concurrently on different
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
SOFTWARE, including but not limited to, adding new features or otherwise making
adaptations that alter the functioning of the SOFTWARE; (b) reverse engineer,
decompile, 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,
except to the extent such activities are expressly permitted by law notwithstanding
this prohibition; (c) remove any copyright or other proprietary rights notices from
the SOFTWARE; (d) transfer, sublicense, lend, rent, lease or otherwise distribute
the SOFTWARE to someone else; or (e) make the functionality of the SOFTWARE
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 hosting,
application services provider, service bureau, software-as-a-service (SaaS) 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
source code for 7-Zip is subject to the terms and conditions found at www.7-
zip.org.
3. CONSENT TO COLLECTION AND USE OF INFORMATION
Customer hereby acknowledges that the SOFTWARE accesses and collects both non-
personally 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 content
through the SOFTWARE, (c) improve NVIDIA products and services, and (d) deliver
marketing communications. Information collected by the SOFTWARE includes, but is
not limited to, CUSTOMER SYSTEM'S (i) hardware configuration and ID, (ii) operating
system and driver configuration, (iii) installed games and applications, (iv) games
and applications settings, performance, and usage data, and (iv) usage metrics of
the SOFTWARE. To the extent that Customer uses the SOFTWARE, Customer 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 that
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, drivers,
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 party
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 Customer can
understand how they may collect, use and share Customer’s personally identifiable
information. NVIDIA is not responsible for the privacy statements or practices of
sites and services controlled by other companies or organizations.
Customer and CUSTOMER SYSTEM information collection rules can be configured on the
"Preferences" tab of GeForce Experience. For more information on NVIDIA's
collection, use, and disclosure of information from its SOFTWARE users, please
refer to NVIDIA’s privacy policy available at URL
http://www.nvidia.com/object/privacy_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, subject to
earlier termination as provided in the section below. This AGREEMENT remains 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 Customer’s possession or control. This AGREEMENT will
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 NVIDIA’s option, either destroy or return all copies of the SOFTWARE and all of
its component parts in Customer’s possession or control. If Customer 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 during the pendency of such legal proceedings.
5. COPYRIGHT
5.1 Copyright Ownership. The copy of the SOFTWARE is licensed, not sold. Customer
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 (including
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 required to
treat the SOFTWARE like any other copyrighted material, except as otherwise allowed
pursuant to this AGREEMENT and that it may make one copy of the SOFTWARE solely for
backup or archive purposes, provided that Customer reproduces all copyright and
proprietary notices that are on the original copy. The algorithms, structure,
organization and source code of the SOFTWARE are the valuable trade secrets and
confidential information of NVIDIA. Except as otherwise expressly provided herein,
neither this AGREEMENT nor NVIDIA grants Customer any express or implied right
under any NVIDIA patents, copyrights, trademarks, or other intellectual property
rights in the SOFTWARE, and all rights, title and interest in and to the SOFTWARE
not expressly granted are reserved by NVIDIA or its licensors 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
broadcast 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 otherwise
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 officers,
directors, employees and agents from and against any claims, disputes, demands,
liabilities, damages, losses, costs, and expenses (“CLAIMS”) arising out of or in
any way connected with Customer’s CONTENT VIDEOS, including but not limited to
CLAIMS that Customer’s CONTENT VIDEOS (a) infringe, violate, or misappropriate any
third party right, including copyright, trademark, patent, trade secret, moral
right, privacy or publicity rights, or any other intellectual property or
proprietary 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
pursuant 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/or
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 thereof are
not exported or re-exported directly or indirectly in violation of, or used 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
PERMITTED BY APPLICABLE LAW, NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF
TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NVIDIA OR
ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS
AGREEMENT.
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
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO
USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR
IMPLIED 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 AGGREGATE
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE
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 FOUND
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
defined in FAR 2.101, consisting of “commercial computer software” and “commercial
computer 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
227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the
SOFTWARE and documentation will be only those specified in this AGREEMENT.
9. MISCELLANEOUS
Customer may not assign or transfer this AGREEMENT or any rights granted hereunder,
by operation of law or otherwise, without NVIDIA’s 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 its
remedies under this AGREEMENT will be without prejudice to its other remedies under
this AGREEMENT or otherwise. If any provision of this AGREEMENT is inconsistent
with, or cannot be fully enforced under, the law, such provision will be construed
to the maximum extent possible, and the other provisions will remain in full force
and effect. This AGREEMENT is the final, complete and exclusive agreement between
the parties relating to the subject matter hereof, and supersedes all prior or
contemporaneous proposals, understandings, communications, and agreements relating
to such subject matter, whether oral or written, unless Customer and NVIDIA execute
a separate agreement governing the use of the SOFTWARE. Failure by either party to
enforce any provision of this AGREEMENT will not constitute 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 NVIDIA.

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