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diff --git a/licenses/NVIDIA-CODEC-SDK b/licenses/NVIDIA-CODEC-SDK new file mode 100644 index 000000000000..7ebcc30788bd --- /dev/null +++ b/licenses/NVIDIA-CODEC-SDK @@ -0,0 +1,210 @@ +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. |