NVIDIA-cuDNN

NVIDIA cuDNN License Agreement

This Software License Agreement ("SLA”), made and entered into as of the time and date of click 
through action (“Effective Date”), is
a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA 
computer software and the
documentation made available for use with such NVIDIA software. By downloading, installing, 
copying, or otherwise using the NVIDIA
software and/or documentation, you agree to be bound by the terms of this SLA. If you do not agree 
to the terms of this SLA, do not
download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS 
SLA ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY 
TO THIS SLA, IN
WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF 
YOU DON’T ACCEPT ALL
THE TERMS AND CONDITIONS OF THIS SLA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE 
TO YOU, AND YOU
MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
1. LICENSE.
1.1
License Grant. Subject to the terms of the AGREEMENT, NVIDIA hereby grants you a non-exclusive, 
non-transferable
license, without the right to sublicense (except as expressly set forth in a Supplement), during 
the applicable license term unless
earlier terminated as provided below, to have Authorized Users install and use the Software, 
including modifications (if expressly
permitted in a Supplement), in accordance with the Documentation. You are only licensed to activate 
and use Licensed Software for
which you a have a valid license, even if during the download or installation you are presented 
with other product options. No
Orders are binding on NVIDIA until accepted by NVIDIA. Your Orders are subject to the AGREEMENT.
SLA Supplements: Certain Licensed Software licensed under this SLA may be subject to additional 
terms and conditions that will be
presented to you in a Supplement for acceptance prior to the delivery of such Licensed Software 
under this SLA and the applicable
Supplement. Licensed Software will only be delivered to you upon your acceptance of all applicable 
terms.
1.2
Limited Purpose Licenses. If your license is provided for one of the purposes indicated below, then 
notwithstanding
contrary terms in Section 1.1 or in a Supplement, such licenses are for internal use and do not 
include any right or license to sublicense and distribute the Licensed Software or its output in 
any way in any public release, however limited, and/or in any manner
that provides third parties with use of or access to the Licensed Software or its functionality or 
output, including (but not limited to)
external alpha or beta testing or development phases. Further:
(i) Evaluation License. You may use evaluation licenses solely for your internal evaluation of the 
Licensed Software for broader
adoption within your Enterprise or in connection with a NVIDIA product purchase decision, and such 
licenses have an expiration date
as indicated by NVIDIA in its sole discretion (or ninety days from the date of download if no other 
duration is indicated).
(ii) Educational/Academic License. You may use educational/academic licenses solely for educational 
purposes and all users must be
enrolled or employed by an academic institution. If you do not meet NVIDIA’s academic program 
requirements for educational
institutions, you have no rights under this license.
(iii) Test/Development License. You may use test/development licenses solely for your internal 
development, testing and/or
debugging of your software applications or for interoperability testing with the Licensed Software, 
and such licenses have an
expiration date as indicated by NVIDIA in its sole discretion (or one year from the date of 
download if no other duration is indicated).
NVIDIA Confidential Information under the AGREEMENT includes output from Licensed Software 
developer tools identified as “Pro”
versions, where the output reveals functionality or performance data pertinent to NVIDIA hardware 
or software products.
1.3
Pre-Release Licenses. With respect to alpha, beta, preview, and other pre-release Software and 
Documentation (“PreRelease Licensed Software”) delivered to you under the AGREEMENT you 
acknowledge and agree that such Pre-Release Licensed
Software (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 
software and documentation, and (ii) use
of such Pre-Release Licensed Software may result in unexpected results, loss of data, project 
delays or other unpredictable damage
or loss. THEREFORE, PRE-RELEASE LICENSED SOFTWARE IS NOT INTENDED FOR USE, AND SHOULD NOT BE USED, 
IN PRODUCTION
OR BUSINESS-CRITICAL SYSTEMS. NVIDIA has no obligation to make available a commercial version of 
any Pre-Release Licensed
Software and NVIDIA has the right to abandon development of Pre-Release Licensed Software at any 
time without liability.
NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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1.4
Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access 
and use the Licensed
Software pursuant to the terms of the AGREEMENT solely to perform work on your behalf, provided 
further that with respect to
Contractors: (i) you obtain a written agreement from each Contractor which contains terms and 
obligations with respect to access to
and use of Licensed Software no less protective of NVIDIA than those set forth in the AGREEMENT, 
and (ii) such Contractor’s access
and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You 
are responsible for the compliance
with the terms and conditions of the AGREEMENT by your Enterprise and Contractors. Any act or 
omission that, if committed by you,
would constitute a breach of the AGREEMENT shall be deemed to constitute a breach of the AGREEMENT 
if committed by your
Enterprise or Contractors.
1.5
Services. Except as expressly indicated in an Order, NVIDIA is under no obligation to provide 
support for the Licensed
Software or to provide any patches, maintenance, updates or upgrades under the AGREEMENT. Unless 
patches, maintenance,
updates or upgrades are provided with their separate governing terms and conditions, they 
constitute Licensed Software licensed to
you under the AGREEMENT.
2.

LIMITATIONS.

2.1
License Restrictions. Except as expressly authorized in the AGREEMENT, you agree that you will not 
(nor authorize third
parties to): (i) copy and use Software that was licensed to you for use in one or more NVIDIA 
hardware products in other unlicensed
products (provided that copies solely for backup purposes are allowed); (ii) reverse engineer, 
decompile, disassemble (except to the
extent applicable laws specifically require that such activities be permitted) or attempt to derive 
the source code, underlying ideas,
algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, 
assign, distribute, rent, loan, lease,
sublicense or otherwise make available the Licensed Software or its functionality to third parties 
(a) as an application services
provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, 
time sharing or providing any other
type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise 
create any derivative works of any
Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or 
with the Licensed Software or any
copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export 
in violation of any applicable export
control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed 
Software as a stand-alone product;
(viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or 
digital rights management or
authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the 
Licensed Software together with
any authorization code, serial number, or other copy protection device not supplied by NVIDIA 
directly or through an authorized
reseller; (ix) use the Licensed Software for the purpose of developing competing products or 
technologies or assisting a third party in
such activities; (x) use the Licensed Software 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, life support or other life 
critical application (“Critical
Applications”), unless the parties have entered into a Critical Applications agreement; (xi) 
distribute any modification or derivative
work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or 
(xii) use the Licensed
Software in any manner that would cause the Licensed Software to become subject to an Open Source 
License. Nothing in the
AGREEMENT shall be construed to give you a right to use, or otherwise obtain access to, any source 
code from which the Software
or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, 
test, manufacture or certify the
Licensed Software 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. You agree to defend, indemnify and hold 
harmless NVIDIA and its Affiliates,
and their respective employees, contractors, agents, officers and directors, from and against any 
and all claims, damages, obligations,
losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to 
attorney’s fees and costs incident to
establishing the right of indemnification) arising out of or related to you and your Enterprise, 
and their respective employees,
contractors, agents, distributors, resellers, end users, officers and directors use of Licensed 
Software outside of the scope of the
AGREEMENT or any other breach of the terms of the AGREEMENT.
2.2
Third Party License Obligations. You acknowledge and agree that the Licensed Software may include 
or incorporate third
party technology (collectively “Third Party Components”), which is provided for use in or with 
the Software and not otherwise used
separately. If the Licensed Software includes or incorporates Third Party Components, then the 
third-party pass-through terms and
conditions (“Third Party Terms”) for the particular Third Party Component will be bundled with 
the Software or otherwise made
available online as indicated by NVIDIA and will be incorporated by reference into the AGREEMENT. 
In the event of any conflict
between the terms in the AGREEMENT and the Third Party Terms, the Third Party Terms shall govern. 
Copyright to Third Party
Components are held by the copyright holders indicated in the copyright notices indicated in the 
Third Party Terms.
Audio/Video Encoders and Decoders. You acknowledge and agree that it is your sole responsibility to 
obtain any additional third
NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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party licenses required to make, have made, use, have used, sell, import, and offer for sale your 
products or services that include or
incorporate any Third Party Components and content relating to audio and/or video encoders and 
decoders from, including but not
limited to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies as 
NVIDIA does not grant to you
under the AGREEMENT any necessary patent or other rights with respect to audio and/or video 
encoders and decoders.
2.3
Limited Rights. Your rights in the Licensed Software are limited to those expressly granted under 
the AGREEMENT and no
other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all 
rights, title and interest in and to the
Licensed Software not expressly granted under the AGREEMENT.
3. CONFIDENTIALITY. Neither party will use the other party’s Confidential Information, except as 
necessary for the performance of
the AGREEMENT, nor will either party disclose such Confidential Information to any third party, 
except to personnel of NVIDIA and
its Affiliates, you, your Enterprise, your Enterprise Contractors, and each party’s legal and 
financial advisors that have a need to
know such Confidential Information for the performance of the AGREEMENT, provided that each such 
personnel, employee and
Contractor is subject to a written agreement that includes confidentiality obligations consistent 
with those set forth herein. Each
party will use all reasonable efforts to maintain the confidentiality of all of the other party’s 
Confidential Information in its
possession or control, but in no event less than the efforts that it ordinarily uses with respect 
to its own Confidential Information of
similar nature and importance. The foregoing obligations will not restrict either party from 
disclosing the other party’s Confidential
Information or the terms and conditions of the AGREEMENT as required under applicable securities 
regulations or pursuant to the
order or requirement of a court, administrative agency, or other governmental body, provided that 
the party required to make such
disclosure (i) gives reasonable notice to the other party to enable it to contest such order or 
requirement prior to its disclosure
(whether through protective orders or otherwise), (ii) uses reasonable effort to obtain 
confidential treatment or similar protection
to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the 
minimum amount of information necessary
to comply with such requirements.
4. OWNERSHIP. You are not obligated to disclose to NVIDIA any modifications that you, your 
Enterprise or your Contractors make
to the Licensed Software as permitted under the AGREEMENT. As between the parties, all 
modifications are owned by NVIDIA and
licensed to you under the AGREEMENT unless otherwise expressly provided in a Supplement. The 
Licensed Software and all
modifications owned by NVIDIA, and the respective Intellectual Property Rights therein, are and 
will remain the sole and exclusive
property of NVIDIA or its licensors, whether the Licensed Software is separate from or combined 
with any other products or
materials. You shall not engage in any act or omission that would impair NVIDIA’s and/or its 
licensors’ Intellectual Property
Rights in the Licensed Software or any other materials, information, processes or subject matter 
proprietary to NVIDIA. NVIDIA’s
licensors are intended third party beneficiaries with the right to enforce provisions of the 
AGREEMENT with respect to their
Confidential Information and/or Intellectual Property Rights.
5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its 
Affiliates may use and include
any Feedback that you provide to improve the Licensed Software or other NVIDIA products, 
technologies or materials. Accordingly, if
you provide Feedback, you agree that NVIDIA and/or its Affiliates, at their option, may, and may 
permit their licensees, to make,
have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback 
in the Licensed Software or in
other NVIDIA products, technologies or materials without the payment of any royalties or fees to 
you. All Feedback becomes the
sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to 
NVIDIA all of your right, title and
interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate 
Feedback into the Licensed
Software.
6. NO WARRANTIES. THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR SERVICES ARE
PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS,” AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER 
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 -IN FRIN GE ME N T, 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. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR ANY 
OTHER
CONFIDENTIAL INFORMATION AND/OR SERVICES PROVIDED BY NVIDIA UNDER THE AGREEMENT WILL MEET YOUR
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS 
WILL BE
CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA’S OBLIGATIONS UNDER THE AGREEMENT ARE FOR THE BENEFIT OF 
YOU ONLY.
Nothing in this warranty section affects any statutory rights of consumers or other recipients to 
the extent that they cannot be
waived or limited by contract under applicable law.
NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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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 AGREEMENT
OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND ANY OTHER CONFIDENTIAL INFORMATION AND/OR 
SERVICES
PROVIDED BY NVIDIA UNDER THE AGREEMENT, 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 AGREEMENT
EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA FOR YOUR USE OF THE PARTICULAR LICENSED SOFTWARE DURING 
THE TWELVE
(12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you acquired the Licensed Software for 
no charge). THE NATURE OF
THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT 
ACCEPTED THE
TERMS OF THE AGREEMENT 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
AGREEMENT form an essential basis of the bargain between the parties, and, absent any such 
disclaimers, exclusions or limitations of
liability, the provisions of the AGREEMENT, including, without limitation, the economic terms, 
would be substantially different.
8.

TERM AND TERMINATION.

8.1
AGREEMENT, Licenses and Services. This SLA shall become effective upon the Effective Date, each 
Supplement upon their
acceptance, and both this SLA and Supplements shall continue in effect until your last access or 
use of the Licensed Software and/or
services hereunder, unless earlier terminated as provided in this “Term and Termination” 
section. Each Licensed Software license ends
at the earlier of (a) the expiration of the applicable license term, or (b) termination of such 
license or the AGREEMENT. Each service
ends at the earlier of (x) the expiration of the applicable service term, (y) termination of such 
service or the AGREEMENT, or (z)
expiration or termination of the associated license and no credit or refund will be provided upon 
the expiration or termination of the
associated license for any service fees paid.
8.2
Termination and Effect of Expiration or Termination. NVIDIA may terminate the AGREEMENT in whole or 
in part: (i) if you
breach any term of the AGREEMENT and fail to cure such breach within thirty (30) days following 
notice thereof from NVIDIA (or
immediately if you violate NVIDIA’s Intellectual Property Rights); (ii) if you become the subject 
of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for 
the benefit of creditors, if that petition
or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease 
to do business; or (iii) if you commence or
participate in any legal proceeding against NVIDIA, with respect to the Licensed Software that is 
the subject of the proceeding during
the pendency of such legal proceeding. If you or your authorized NVIDIA reseller fail to pay 
license fees or service fees when due then
NVIDIA may, in its sole discretion, suspend or terminate your license grants, services and any 
other rights provided under the
AGREEMENT for the affected Licensed Software, in addition to any other remedies NVIDIA may have at 
law or equity. Upon any
expiration or termination of the AGREEMENT, a license or a service provided hereunder, (a) any 
amounts owed to NVIDIA become
immediately due and payable, (b) you must promptly discontinue use of the affected Licensed 
Software and/or service, and (c) you
must promptly destroy or return to NVIDIA all copies of the affected Licensed Software and all 
portions thereof in your possession or
control, and each party will promptly destroy or return to the other all of the other party’s 
Confidential Information within its
possession or control. Upon written request, you will certify in writing that you have complied 
with your obligations under this
section. Upon expiration or termination of the AGREEMENT all provisions survive except for the 
license grant provisions.
9.

CONSENT TO COLLECTION AND USE OF INFORMATION.

You hereby agree and acknowledge that the Software may access, collect non-personally identifiable 
information about your
Enterprise computer systems in order to properly optimize such systems for use with the Software. 
To the extent that you use the
Software, you hereby consent to all of the foregoing, and represent and warrant that you have the 
right to grant such consent. In
addition, you agree that you are solely responsible for maintaining appropriate data backups and 
system restore points for your
Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such 
systems (including loss of data or
access) arising from or relating to (a) any changes to the configuration, application settings, 
environment variables, registry, drivers,
BIOS, or other attributes of the systems (or any part of such systems) initiated through the 
Software; or (b) installation of any
Software or third party software patches initiated through the Software. In certain systems you may 
change your system update
preferences by unchecking "Automatically check for updates" in the "Preferences" tab of the control 
panel for the Software.

NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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In connection with the receipt of the Licensed Software or services you may receive access to links 
to third party websites and
services and the availability of those links does not imply any endorsement by NVIDIA. 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
personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability 
or accuracy of such links; or (ii) the
products, services or information available on or through such links; or (iii) the privacy 
statements or practices of sites and services
controlled by other companies or organizations.
To the extent that you or members of your Enterprise provide to NVIDIA during registration or 
otherwise personal information, you
acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance 
with NVIDIA's privacy policy,
available at URL http://www.nvidia.com/object/privacy_policy.html.
10. GENERAL.
This SLA, any Supplements incorporated hereto, and Orders constitute the entire agreement of the 
parties with respect to the
subject matter hereto and supersede all prior negotiations, conversations, or discussions between 
the parties relating to the subject
matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or 
conflicting terms and conditions on
purchase order(s) or any other documents issued by you are null, void, and invalid. Any amendment 
or waiver under the
AGREEMENT must be in writing and signed by representatives of both parties.
The AGREEMENT and the rights and obligations thereunder may not be assigned by you, in whole or in 
part, including by merger,
consolidation, dissolution, operation of law, or any other manner, without written consent of 
NVIDIA, and any purported assignment
in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or 
transfer the AGREEMENT and its rights and
obligations hereunder, and if to a non-Affiliate you will be notified.
Each party acknowledges and agrees that the other is an independent contractor in the performance 
of the AGREEMENT, and each
party is solely responsible for all of its employees, agents, contractors, and labor costs and 
expenses arising in connection therewith.
The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority 
to make any statements,
representations or commitments of any kind to bind the other party without prior written consent.
Neither party will be responsible for any failure or delay in its performance under the AGREEMENT 
(except for any payment
obligations) to the extent due to causes beyond its reasonable control for so long as such force 
majeure event continues in effect.
The AGREEMENT 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. The parties consent to the personal jurisdiction of the federal and state courts 
located in Santa Clara County,
California. You acknowledge and agree that a breach of any of your promises or agreements contained 
in the AGREEMENT may
result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an 
adequate remedy and therefore
NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be 
appropriate. If any court of competent
jurisdiction determines that any provision of the AGREEMENT is illegal, invalid or unenforceable, 
the remaining provisions will
remain in full force and effect. Unless otherwise specified, remedies are cumulative.
The Licensed Software has been developed entirely at private expense and is “commercial items” 
consisting of “commercial
computer software” and “commercial computer software documentation” 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 AGREEMENT
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.
You acknowledge that the Licensed Software described under the AGREEMENT 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, reexport or transfer in-country the 
Licensed Software without first
obtaining any license or other approval that may be required by 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 Licensed Software. By
accepting this SLA, 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 Licensed Software.
NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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Any notice delivered by NVIDIA to you under the AGREEMENT will be delivered via mail, email or fax. 
Please direct your legal notices
or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 
95050, United States of
America, Attention: Legal Department.
GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this SLA, shall have the meanings 
set forth below:
a. “Affiliate” means any legal entity that Owns, is Owned by, or is commonly Owned with a 
party. “Own” means having more than
50% ownership or the right to direct the management of the entity.
b. “AGREEMENT” means this SLA and all associated Supplements entered by the parties referencing 
this SLA.
c. “Authorized Users” means your Enterprise individual employees and any of your Enterprise’s 
Contractors, subject to the terms
of the “Enterprise and Contractors Usage” section.
d. “Confidential Information” means the Licensed Software (unless made publicly available by 
NVIDIA without confidentiality
obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, 
technical, scientific, financial
status, proposed new products or other information disclosed by NVIDIA to you which, at the time of 
disclosure, is designated in
writing as confidential or proprietary (or like written designation), or orally identified as 
confidential or proprietary or is otherwise
reasonably identifiable by parties exercising reasonable business judgment, as confidential. 
Confidential Information does not and
will not include information that: (i) is or becomes generally known to the public through no fault 
of or breach of the AGREEMENT by
the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure 
without an obligation of confidentiality;
(iii) is independently developed by the receiving party without use of the disclosing party’s 
Confidential Information; or (iv) is
rightfully obtained by the receiving party from a third party without restriction on use or 
disclosure.
e. “Contractor” means an individual who works primarily for your Enterprise on a contractor 
basis from your secure network.
f. “Documentation” means the NVIDIA documentation made available for use with the Software, 
including (without limitation)
user manuals, datasheets, operations instructions, installation guides, release notes and other 
materials provided to you under the
AGREEMENT.
g. “Enterprise” means you or any company or legal entity for which you accepted the terms of 
this SLA, and their subsidiaries of
which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding 
equity.
h. “Feedback” means any and all suggestions, feature requests, comments or other feedback 
regarding the Licensed Software,
including possible enhancements or modifications thereto.
i.
“Intellectual Property Rights” means all patent, copyright, trademark, trade secret, trade 
dress, trade names, utility models,
mask work, moral rights, rights of attribution or integrity service marks, master recording and 
music publishing rights, performance
rights, author’s rights, database rights, registered design rights and any applications for the 
protection or registration of these rights,
or other intellectual or industrial property rights or proprietary rights, howsoever arising and in 
whatever media, whether now
known or hereafter devised, whether or not registered, (including all claims and causes of action 
for infringement, misappropriation
or violation and all rights in any registrations and renewals), worldwide and whether existing now 
or in the future.
j. “Licensed Software” means Software, Documentation and all modifications owned by NVIDIA.
k. “Open Source License” includes, without limitation, a software license that requires as a 
condition of use, modification, and/or
distribution of such software that the Software be (i) disclosed or distributed in source code 
form; (ii) be licensed for the purpose of
making derivative works; or (iii) be redistributable at no charge.
l. “Order” means a purchase order issued by you, a signed purchase agreement with you, or other 
ordering document issued by
you to NVIDIA or a NVIDIA authorized reseller (including any on-line acceptance process) that 
references and incorporates the
AGREEMENT and is accepted by NVIDIA.
m. “Software” means the NVIDIA software programs licensed to you under the AGREEMENT including, 
without limitation, libraries,
sample code, utility programs and programming code.
n. “Supplement” means the additional terms and conditions beyond those stated in this SLA that 
apply to certain Licensed
Software licensed hereunder.

NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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cuDNN SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT
Release date: January 5, 2017
The terms set forth in this cuDNN Supplement (“Supplement”) govern your use of the CUDA Deep 
Neural Network library (cuDNN)
(the “cuDNN Licensed Software”) under the terms of your software license agreement (“SLA”) 
as modified by this Supplement. This
Supplement is an exhibit to the SLA and is hereby incorporated as an integral part thereto. 
Capitalized terms used but not defined
herein shall have the meaning assigned to them in the SLA. In the event of conflict between the 
terms in this Supplement and the
terms in the SLA, this Supplement shall control.
1. CUDNN DISTRIBUTION. Subject to the terms of the SLA and this Supplement, NVIDIA hereby grants 
you a non-exclusive, nontransferable license during the applicable license term unless earlier 
terminated pursuant to the SLA, to distribute the runtime files
(.so, .h) when delivered to you as part of the cuDNN Licensed Software in source code form or 
binary form (but not when provided to
you as part of a hardware product), subject to such distribution being solely in binary form to 
your licensees (“Customers”) only as a
component of your own software products having additional material functionality beyond the 
redistributable cuDNN Licensed
Software (each, a “Licensee Application"). Subject to the terms and conditions of the SLA and 
this Supplement, you may further
authorize Customers to redistribute the cuDNN Licensed Software as incorporated into a Licensee 
Application, solely in binary form,
provided, however, that you shall require in your agreements with your Customers that their 
distributions be on terms at least as
restrictive as those applicable for your use of the cuDNN Licensed Software within a Licensee 
Application. The expiration or
termination of your licenses to the cuDNN Licensed Software under the SLA and this Supplement will 
not affect your previous cuDNN
distributions in compliance with the SLA and this Supplement.
The above distributions are subject to the following: (a) all distributions by you or your 
distribution channels must be consistent with
the terms of the AGREEMENT; (b) the distributed cuDNN License Software must include valid copyright 
notices indicating NVIDIA’s
ownership of the Licensed Software and (if permitted) modifications; and (c) you must enter into 
enforceable agreements that pass
down terms consistent with the terms set forth in the AGREEMENT for use of the distributable cuDNN 
License Software, including
(without limitation) terms relating to the license grant and license restrictions, confidentiality 
and protection of NVIDIA’s Intellectual
Property Rights in and to the cuDNN Licensed Software. You are liable for the distribution and use 
of cuDNN Licensed Software if you
failed to comply with the distribution requirements of this Supplement. You agree to notify NVIDIA 
in writing of any known or
suspected distribution or use of the cuDNN Licensed Software not in compliance with the terms of 
the AGREEMENT, and to enforce
the terms of your agreements with respect to cuDNN Licensed Software you distributed.
2. LICENSE DURATION. Each cuDNN Licensed Software is licensed to you for an initial duration of one 
year starting from the date of
delivery or download. The licenses granted will automatically renew for successive one year 
periods, provided that NVIDIA reserves
the right to terminate licenses upon ninety days (90) days written notice to you prior to the 
commencement of a renewal year in
addition to the termination rights set forth in the SLA.
3. AUDIT. During the term of the AGREEMENT and for three (3) years thereafter, you will maintain 
all usual and proper books and
records of account relating to the cuDNN Licensed Software and services provided under the 
AGREEMENT. During such period and
upon written notice to you, NVIDIA or its authorized third party auditors subject to 
confidentiality obligations will have the right to
inspect and audit your Enterprise books and records for the purpose of confirming compliance with 
the terms of the AGREEMENT.
Any such inspection and audit will be conducted during regular business hours and no more 
frequently than annually unless noncompliance was previously found. If such an inspection and audit 
reveals an underpayment of any amounts payable to NVIDIA, then
you will promptly remit the full amount of such underpayment to NVIDIA, including interest accruing 
(without the requirement of a
notice) from the time underpayment began at the lower of 1.5% per month or the highest rate 
permissible by law. If the underpaid
amount exceeds five percent (5%) of the amounts payable to NVIDIA for the period audited and/or 
such an inspection and audit
reveals a material non-conformance with the terms of the AGREEMENT, then you will also pay 
NVIDIA’s reasonable costs of
conducting the inspection and audit. Further, you agree that the party delivering the cuDNN 
Licensed Software to you may collect
and disclose to NVIDIA information for NVIDIA to verify your compliance with the terms of the 
AGREEMENT including (without
limitation) information regarding your use of the cuDNN Licensed Software.
4. EXPIRATION OF TERMINATION OF THIS SUPPLEMENT. Your failure to comply with the terms of this 
Supplement is ground for
termination for breach by NVIDIA under the SLA. This Supplement will automatically expire or 
terminate upon the expiration or
termination of your rights to cuDNN Licensed Software under the SLA or this Supplement.

NVIDIA SOFTWARE LICENSE AGREEMENT (V. 10.20.2016)

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