NVIDIA GPU CLOUD TERMS OF USE

Last updated: July 24, 2019
The NVIDIA GPU Cloud, as updated by NVIDIA in its discretion from time to time, includes the websites ngc.nvidia.com, nvcr.io and packages.nvidia.com and their subdomains and associated services, containerized software, models, model scripts, downloadable software tools and APIs. The websites, services, software and materials provided by NVIDIA are collectively referred to as “NGC”. Your use of NGC is governed by these terms of use (“TOU”) and the terms referenced in the TOU. THE TOU IS A CONTRACT BETWEEN YOU AND NVIDIA CORPORATION (“NVIDIA”). By registering for NGC or using NGC, you are affirming that you have read, understand, and agree to be bound to the TOU terms. PLEASE ALSO NOTE THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER SECTION BELOW AS IT AFFECTS HOW DISPUTES WILL BE HANDLED. The TOU can be accepted only by an adult of legal age of majority in the country in which NGC is used. If you are entering into the TOU on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to the TOU, in which case “you” will mean the entity you represent. If you do not agree to and accept the TOU, do not use (or register for) NGC or install any associated software or materials. 1. NGC OFFERINGS NVIDIA grants you a non-exclusive, non-transferable, non-sublicensable license, while you remain in compliance with the terms of the TOU, to access and use the websites ngc.nvidia.com, nvcr.io and packages.nvidia.com and their subdomains and associated services, containerized software, models, model scripts, downloadable software tools and APIs, subject to the following: a. Containers and Models. For the software and materials made available to you for download in containerized form and for models and model scripts (collectively, “Containers and Models”), unless otherwise provided in the terms associated with the Containers and Models, access and use of Containers and Models under the license grant above is permitted as follows: (i) you may pull Containers and Models to any computer, in connection with the grants in subsections 1(a)(ii), 1(a)(iii), 1(a)(iv) and 1(a)(v) immediately below, (ii) you may execute Containers and Models in PC and workstation computers having compatible versions of NVIDIA hardware products with Pascal or later NVIDIA GPUs, except for those Containers and Models that include content provided in the DRIVE Constellation area of NGC, (iii) you may execute Containers and Models in servers having compatible versions of NVIDIA Tesla or Quadro hardware products with Pascal or later NVIDIA GPUs, except for those Containers and Models that include content provided in the DRIVE Constellation area of NGC, (iv) you may execute Containers and Models that include content provided in the DRIVE Constellation area of NGC in NVIDIA DRIVE Constellation products, and (v) you may develop new software and materials which combine Containers and Models provided under this section and other content, subject to the continued compliance with the terms applicable to Containers and Models provided under this section. Entities that are participants in the NGC-Ready program may include in their NGC-Ready systems the available Containers and Models packages marked as “NGCR-1". Entities listed in the following link, as updated by NVIDIA from time to time in its discretion, may grant access and use rights to the available Containers and Models packages marked as “Compute Site” from their managed infrastructure to end users of cloud services: https://info.nvidia.com/Compute-Sites.html. Unless otherwise provided in the terms associated with Containers and Models, NVIDIA grants you a non-exclusive, non-transferable, non-sublicensable license, while you remain in compliance with the TOU, to modify and create derivative works of NVIDIA sample or example source code contained in Containers and Models. You hold all rights, title and interest in and to your modifications and derivative works of the NVIDIA sample and example source code software that you create as permitted hereunder (collective, “Derivatives”), subject to NVIDIA’s underlying intellectual property rights in and to the NVIDIA sample or example source code; provided, however that you grant NVIDIA and its affiliates an irrevocable, perpetual, nonexclusive, worldwide license to make, have made, use, have used, reproduce, license, distribute, sublicense, transfer and otherwise commercialize Derivatives without any obligation or compensation to you. You may distribute the NVIDIA sample and example source code as delivered by NVIDIA and/or your Derivatives, provided that all NVIDIA copyright notices and trademarks are maintained and used properly, and the sample and example source code include the following notice: “This software contains source code provided by NVIDIA Corporation.” Your use of third-party software and materials delivered by NVIDIA must be consistent with the scope of the license you obtain from the licensor. Prior to using the Containers and Models that includes the 1-bit Stochastic Gradient Descent (1-bit SGD) for the Computational Network Toolkit, you must obtain a license for the Microsoft software directly from Microsoft, available licenses being located at https://www.cntk.ai/. b. Downloadable Software Tools. For software and materials made available to you for download, but expressly excluding Containers and Models (“Downloadable Software Tools”), access and use of Downloadable Software Tools under the license grant above is permitted as follows: you may install and use the Downloadable Software Tools in any computer for use (as applicable) with NGC functionality and NGC software and materials. 2. NGC TERMS a. Ownership. NGC, including all intellectual property rights related to or incorporated therein, is and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted, NVIDIA and its licensors reserve all rights, interests, and remedies in connection with NGC. You acknowledge that certain third-party providers and/or licensors are intended third party beneficiaries of the TOU with rights to enforce their intellectual property rights against you or your permitted users. You agree to cooperate with NVIDIA and provide reasonably requested information to verify your compliance with the TOU. b. Enterprise and Academic Use. You may allow employees and contractors of your entity or of your subsidiaries to access and use NGC 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 NGC from your secure network. You are responsible for the compliance with the terms of the TOU by your authorized users. If you become aware that your authorized users didn’t follow the terms of these terms, you agree to take reasonable steps to resolve the non-compliance and prevent new occurrences. c. Updates. NVIDIA may change, discontinue, or deprecate any part, or all, of NGC, or change or remove features or functionality of NGC, and your continued use of NGC is deemed acceptance of such changes provided that such changes do not single you out. Additionally, NGC may be temporarily unavailable, inaccessible or slow when NVIDIA is performing maintenance or upgrades or at other times for other reasons. d. Account and Password. You shall keep confidential and not share with any other person your NVIDIA account username, password or API keys. You are solely responsible for maintaining the security of your account, and NVIDIA will not be liable for any loss or damages from your failure to secure your account, password or APIs. You are solely responsible for any activity (whether authorized by you or not) occurring from the use of your account, password or APIs. You agree to notify NVIDIA’s team at [e-mail] immediately of any known unauthorized use of your account, password or APIs. e. Restrictions. YOU SHALL NOT USE NGC FOR GENERAL CLOUD STORAGE OF YOUR DATA. You shall use NGC and User Content on NGC exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of NGC. Except as expressly provided in the TOU or the terms associated with Containers and Models, you may not copy, sell, rent, sublicense, transfer, distribute, modify, create derivative works of any portion of NGC, including (without limitation) in any publicly accessible software repositories. Without limiting the foregoing, except as expressly allowed you may not provision NGC as part of a product or service to third parties. You may not misuse, disrupt or exploit NGC or NVIDIA servers for any unauthorized use, or try to access areas not intended for users, or upload to NVIDIA servers any malware (such as viruses, drop dead device, worm, trojan horse, trap, back door or other software routine of such nature), or use NVIDIA servers for any form of excessive automated bulk activity, or to relay any other form of unsolicited advertising or solicitation. You may not access or use NGC in a way intended to avoid incurring fees or exceeding use limits or quotas. Further, unless you have entered into a critical applications agreement with NVIDIA, you shall not use NGC with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, or life support or other life critical application (“Critical Applications”). You acknowledge that NVIDIA does not design, test, manufacture or certify NGC or Containers and Models for use in the context of a Critical Application 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 use. f. Third Party Technology. NGC may come bundled with, or otherwise include or be distributed with, third party software licensed by a NVIDIA supplier and/or open source software provided under an open source license. Use of third- party software is subject to the third-party license terms, or in the absence of third-party terms the TOU. Copyright to third party software is held by the copyright holders indicated in the third-party software or license. g. Pre-Release Service. With respect to services described to be in alpha, beta or preview stage, or otherwise to include pre-release software and materials (“Pre-Release Service”) that you may access and use from time to time under the TOU you acknowledge and agree that such Pre-Release Service (i) may not be fully functional, may contain errors or design flaws, and may have reduced or different security, privacy, accessibility, availability, and reliability standards relative to commercially provided NVIDIA websites, services, software and materials, and (ii) use of such Pre-Release Service may result in unexpected results, loss of data, project delays or other unpredictable damage or loss. Pre-Release Services in alpha or preview stages are NVIDIA confidential information for which you agree to use all reasonable efforts to maintain its confidentiality, and you will not share or disclose it to others, or discuss its availability, features and functionality with others, or share or disclose any benchmarks or comparative tests or evaluations results. A PRE-RELEASE SERVICE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, IN PRODUCTION OR BUSINESS-CRITICAL SYSTEMS OR APPLICATIONS. NVIDIA has no obligation to make available a commercial version of any Pre-Release Service and NVIDIA has the right to abandon development of a Pre-Release Service and terminate its availability at any time (in addition to the termination rights set forth below) without liability. As with any software or services in pre-release, it is highly recommended that you maintain full data backups. h. Indemnity. By accepting the TOU or using NGC you agree to defend, indemnify and hold harmless NVIDIA and its affiliates and their respective officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses arising out of or in any way connected with: (a) breach of the TOU; or (b) your User Content (including, but not limited to, claims that they violate applicable laws, or infringe, violate, or misappropriate any third party right or slander, defame, or libel any other person). 3. USER CONTENT You may upload content that you separately own or have rights to use (“User Content”) to repositories within NGC in accordance with the TOU. You may then access, use, modify, organize and share User Content in such repositories privately with other NGC users that have access to the same repositories as you. For clarity, and without limitation, you are prohibited from uploading or storing any User Content which contains personal information relating to an identifiable individual, financial, health or governmental information, or any other information which may be subject to data privacy or data security laws, rules, or regulations in any applicable jurisdiction. You represent that you either own the User Content or have sufficient rights and permissions to use it in or with NGC. You are solely responsible for compliance with all applicable laws, statutes, regulations, rules, orders and guidelines, whether local, state, provincial, national, or international, with respect to your User Content and any other content or materials you associate with NGC, a NVIDIA product or your NVIDIA account. NVIDIA does not guarantee that all User Content can be used in or with NGC. NVIDIA does not support, endorse or assume any responsibility for any User Content or its accuracy or usefulness. You hereby grant NVIDIA, its affiliates, their personnel and NGC suppliers and service providers a non-exclusive, worldwide, limited license to access, use, copy, display and transmit User Content in connection with the provision of NGC to you, to provide you support or for security reasons, and to modify or improve NGC and underlying technology. YOU ACCEPT SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM USER CONTENT IN YOUR ACCOUNT(s). Any User Content in NGC is shared at your sole risk and you understand it can be read, collected, used and modified by those with access to the same repositories and NVIDIA is not responsible for such Content including (without limitation) your privacy rights, your proprietary rights, or your legal and regulatory compliance. You acknowledge that NVIDIA does not manage or control User Content that you upload, access, store, or distribute through NGC, and accepts no responsibility or liability for that information regardless of whether such User Content is transmitted to or by you in breach of the TOU. You acknowledge and agree that NVIDIA may, but is not obligated to, block, monitor, scan or review communications or User Content transmitted through NGC and that NVIDIA shall not be responsible for the content of any such communications or transmissions but may remove User Content if requested to do so by law enforcement. In connection with providing or otherwise making available User Content through NGC, you represent and warrant that neither the User Content nor your posting, publication, submission or transmittal of it or the use of it (or any portion thereof) will: (a) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or otherwise violates the terms under which you are licensed; (b) contain mass mailings or any form of “spam”; (c) express or imply any endorsement of your User Content by NVIDIA; or (d) violate applicable national or international export and import laws, rules and regulations. You further represent and warrant that neither your actions nor your posting, submission or otherwise transmission of any permitted User Content or other content will: (i) violate, or encourage any conduct that would violate any applicable law or regulation or would give rise to legal liability; (ii) be fraudulent, false, misleading or deceptive; (iii) be defamatory, obscene, pornographic, vulgar or offensive; (iv) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) be violent or threatening or promote violence or actions that are threatening to any other person; (vi) promote illegal activities; (xii) contain any malware, viruses, drop dead device, worm, trojan horse, trap, back door or other software routine that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (xiii) use any robot, spider, data scrapping or extraction tool or other similar mechanism with respect to NGC; or (ix) interfere with or disrupt the security, integrity or performance of NGC or of any User Content, attempt to probe, scan or test the vulnerability of NGC or any User Content, or collect or store any personally identifiable information from NGC from other users of NGC. You are responsible for the consequences of User Content that does not conform to these limitations. If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by mailing your notice to the attention of the NVIDIA Copyright Agent, NVIDIA Corporation Legal Department, with an address at 2788 San Tomas Expressway, Santa Clara CA 95051 USA in accordance with 17 U.S.C 512(c)(3). Additional information about NVIDIA’s copyright notice and procedures are located at https://www.nvidia.com/object/copyright_claims.html. You acknowledge that if you fail to comply with all of the DMCA requirements, your DMCA notice may not be valid. 4. TERMINATION Your right to access NGC terminates automatically without notice from NVIDIA (a) upon expiration of your NGC access period, (b) if you fail to comply with the TOU, or (c) if you commence or participate in any legal proceeding against NVIDIA with respect to NGC or content on NGC during the pendency of such legal proceeding. Also, NVIDIA may suspend or restrict you or any of your permitted users’ rights to access or use any portion or all of NGC for the reasons that may lead to termination, or if your bandwidth usage is significantly excessive in relation to other NGC users or if abuse or excessively frequent requests to NGC are taking place via the APIs. Upon the suspension or termination of your access to NGC, you may retain the Containers and Models that were downloaded subject to continued compliance with the Containers and Models terms of use for an undetermined period of time, except if you obtained a license that lasts only for a specified period of time. After thirty (30) days from the termination or expiration of your access to NGC NVIDIA has no obligation to retain, and may delete, your User Content and any other of your materials from NGC at any time. All provisions of the TOU which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. 5. CONSENT TO COLLECTION AND USE OF INFORMATION You hereby acknowledge that through NGC NVIDIA may access and collect data in order to: (a) properly configure and optimize products for use with NGC; (b) deliver content or service through NGC; and (c) improve NVIDIA products and services. Information collected may include: (i) configuration data; (ii) operating system; (iii) installed applications and drivers; and (iv) applications settings, performance and usage data. NVIDIA may require certain personal information such as name, email address, entitlement information in order to deliver or provide products or services to you. NGC may contain links to third party websites and services. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share your data. When you obtain third party software and materials delivered by NVIDIA, NVIDIA may also share your registration information and information about your usage, but not your payment method, with the third-party provider. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations. You should review the NVIDIA Privacy Policy, located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy, which explains NVIDIA’s policy for collecting and using data, as well as visit the NVIDIA Privacy Center, located at https://www.nvidia.com/en-us/privacy-center, to manage your consent and privacy preferences. 6. DISCLAIMER OF WARRANTIES NGC IS PROVIDED BY NVIDIA “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS,” AND NVIDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. WITHOUT LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT NGC WILL BE ACCESSIBLE WITHOUT INTERRUPTION; WILL MEET YOUR REQUIREMENTS; WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT NO VIRUSES OR OTHER HARMFUL COMPONENTS ARE PRESENT. YOU ACKNOWLEDGE THAT NVIDIA’S OBLIGATIONS UNDER THE TOU ARE FOR YOUR BENEFIT ONLY. 7. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THE TOU OR THE USE OR PERFORMANCE OF NGC, 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. IN NO EVENT WILL NVIDIA’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THE TOU EXCEED THE FEES NVIDIA RECEIVED FOR YOUR USE OF NGC DURING THE IMMEDIATELY PRECEDING 12 MONTHS PERIOD (or up to US$5.00 if you are using NGC without charge). THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in the TOU form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of the TOU, including, without limitation, the economic terms, would be substantially different. 8. GOVERNING LAW AND YOUR RIGHTS The TOU 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 the TOU in the English language. The TOU will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. 9. BINDING ARBITRATION In the event of any claim against or dispute or controversy with NVIDIA relating to the TOU or that may arise from it or out of your use of NGC (collectively, “Disputes”), you agree to first contact NVIDIA by U.S. Mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and attempt to resolve the Dispute with NVIDIA informally. In the unlikely event that NVIDIA has not been able to resolve such Dispute it has with you within 60 days of your original informal claim (or sooner if, in NVIDIA's opinion, a Dispute is not likely to be resolved within 60 days), you and NVIDIA each agree to resolve any such Dispute (excluding any NVIDIA claims for injunctive or other equitable relief) by binding arbitration before an arbitrator from Judicial Mediation and Arbitration Services ("JAMS") located in Santa Clara County, California under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS Office to Santa Clara County), unless you request an in-person hearing in your hometown or you and NVIDIA agree otherwise. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, intellectual property rights, confidentiality rights, or other proprietary rights. If for any reason this agreement to arbitrate is found not to apply to a Dispute and as a result a Dispute proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California. Class Action & Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION UNLESS SUCH ARBITRATION IS NECESSARY TO EFFECTUATE THE ENFORCEMENT OF THE COURT CLASS ACTION WAIVER OR IN THE EVENT THAT CLASS ARBITRATION IS EXPRESSLY AGREED TO BY NVIDIA. YOU AGREE THAT, BY ENTERING INTO THE TOU, YOU AND NVIDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Right to Opt Out. YOU MAY OPT OUT OF THE FOREGOING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION OF THE TOU BY NOTIFYING NVIDIA IN WRITING WITHIN 30 DAYS OF COMMENCEMENT OF USE OF NGC UNDER THE TOU. SUCH WRITTEN NOTIFICATION MUST BE SENT TO ATTN: LEGAL, 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA, 95051 AND MUST INCLUDE (1) YOUR NAME, (2) YOUR ADDRESS, (3) THE REFERENCE TO NGC AS THE SERVICE THE NOTICE RELATES TO, AND (4) A CLEAR STATEMENT INDICATING THAT YOU DO NOT WISH TO RESOLVE DISPUTES THROUGH ARBITRATION AND DEMONSTRATING COMPLIANCE WITH THE 30 DAY TIME LIMIT TO OPT OUT. 10. GENERAL You agree that you will not assign the TOU or your rights and obligations 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. If NVIDIA needs to contact you about NGC or User Content, you consent to receive the notices by email or through NGC. You agree that any such notices that NVIDIA sends you electronically will satisfy any legal communication requirements. NVIDIA and its affiliates are free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to NVIDIA or its affiliates regarding NGC ("Feedback"), including responses to questionnaires or through postings to NGC, including the NVIDIA website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving NGC, and you hereby assign to NVIDIA any and all rights, including but not limited to intellectual property rights, in any Feedback you provide. In addition, you agree not to enforce any Moral Rights (as defined below) in and to the Feedback, to the extent permitted by applicable law. A “Moral Right” means any right to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.” If you send any Feedback, whether or not solicited, you do so with the understanding that no additional consideration of any sort will be provided to you, and you hereby irrevocably waive any claim against NVIDIA and its affiliates regarding the use of such Feedback, even if information, an idea, concept, technique or material is used that is substantially similar to the Feedback you sent. You acknowledge that the software, technology and technical data provided by NVIDIA under the TOU is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Therefore, you may not export, re-export or transfer in-country the software, technology and technical data without first obtaining any license or other approval that may be required by the Bureau of Industry and Security (BIS) and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the software, technology and technical data. By using NGC, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the software, technology and technical data. The NVIDIA software and materials have been developed entirely at private expense. If NVIDIA software and materials are licensed to the United States government or any agency thereof, then they will be deemed to be “commercial items” consisting of “commercial software” and “commercial software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable, provided with RESTRICTED RIGHTS. Contractor/manufacturer is NVIDIA, 2788 San Tomas Expressway, Santa Clara, CA 95051. NVIDIA will not be liable for any delay or failure to perform any obligation under the TOU where the delay or failure results from any cause beyond its reasonable control. The TOU, together with any amendments and any additional agreements you may enter into with NVIDIA in connection with NGC, shall constitute the entire agreement between you and NVIDIA concerning NGC. If any provision of the TOU is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the TOU, which shall remain in full force and effect. No waiver of any term of the TOU shall be deemed a further or continuing waiver of such term or any other term, and NVIDIA's failure to assert any right or provision under the TOU shall not constitute a waiver of such right or provision. NVIDIA may make changes to the TOU from time to time. NVIDIA will publish the new TOU at https://ngc.nvidia.com/legal/terms. Updated versions of the NVIDIA privacy policy and NVIDIA account terms will be posted on the applicable NVIDIA website. The updated TOU terms will be effective when published. Please review NGC terms of use on a regular basis. You understand and agree that your express acceptance of the updated terms of use or your use of NGC after the date of publication shall constitute your agreement to the updated NGC terms of use. If you do not agree with the updated terms, you must terminate your use of NGC.