The NVIDIA Metropolis Application Framework, including associated services, software and materials (the “App”) is an application that may facilitate your selection, optimization and/or installation of vendor applications for your smart city or other projects.

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA") for use of the App. By registering to use the App or using the App, you are affirming that you have read, understand, and agree to be bound to the terms of this license. PLEASE ALSO NOTE THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER SECTION BELOW AS IT AFFECTS HOW DISPUTES WILL BE HANDLED.

This license can be accepted only by an adult of legal age of majority in the country in which the App is used. If you don’t have the required age to accept this license, ask a parent or guardian to assist you.

If you are entering into this license on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to the terms of this license, in which case “you” will mean the entity you represent.

If you don’t have the required age or authority to accept this license, or if you don’t accept all the terms and conditions of this license, do not download, install or use the App.

1. License

Subject to the terms of this license, NVIDIA grants you a revocable, non-exclusive license to access and use the App from a browser and to install and use downloadable software on any compatible system that runs on NVIDIA GPUs.

You may only transfer the App software downloaded to a system in connection with the transfer of ownership of the system and the person receiving the system agrees to the terms of this license.

2. Limitations

2.1 You may not use the App for any purpose other than as described in section 1 above and as permitted under the laws, regulations and guidelines of your place of use.

2.2 You may not sell, rent, sublicense, transfer or distribute the App, except as expressly permitted in this license.

2.3 You may not reverse engineer, decompile, disassemble, modify, create derivative works, or remove copyright or other proprietary notices from any portion of the App.

2.4 You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in the App.

3. Vendor Applications

The App may enable access to third party websites, products, services or information such as the NVIDIA GPU Cloud (NGC) and other NVIDIA and third-party websites and services (“Vendor Applications”). Such Vendor Applications may not be available to all users, in all languages or in all countries. NVIDIA may, at discretion, elect to grant you access to certain Vendor Applications that may be separately available. Use of Vendor Applications may require an NVIDIA or other user account, may require you to accept terms of use and may be subject to fees. If you select to use or use Vendor Applications, you do so at your own risk, and you understand that Vendor Applications are outside the scope of this license.

NVIDIA encourages you to review the privacy statements on those websites that you choose to visit so that you can understand how they may collect, use and share your personal information. Under this license NVIDIA does not take responsibility or liability for: (i) the availability or accuracy of such websites; or (ii) the products, services or information available on or through such websites; or (iii) the privacy statements or practices of websites controlled by other companies or organizations. The availability of Vendor Applications does not imply any endorsement by NVIDIA and you expressly relieve NVIDIA from any and all liability arising from your use of any third-party websites, products, services or information.

4. Pre-Release App Versions

Any pre-release App versions delivered to you may not be fully functional, may contain errors or design flaws, and may have reduced or different security, privacy, or availability standards relative to generally released versions. Use of a pre-release App version may result in unexpected results, such as loss of use. You may use a pre-release App version at your risk and stop at your convenience.

Pre-release App versions have confidential information of NVIDIA and you agree to use it confidentiality and that you will not: share pre-release versions with others; or discuss the availability, features and functionality with others; or share or discuss any benchmarks or comparative test or evaluation results.

5. Updates

NVIDIA will from time to time update the App to remove, change and add new features, content and functionality. The App may not be fully functional during an update. This license governs your use of the updates.

6. Third Party Software

The App 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, and in the event of conflict with this license the third-party terms shall govern.

7. Termination

This license can be terminated with written notice to you, and it is highly recommended that you maintain full data backups of your data outside of this App. This license will automatically terminate without notice from NVIDIA if you fail to comply with any of the terms in this license, and upon termination you must stop using and de-install the App. Also, if you start or participate in any legal proceeding against NVIDIA with respect to the App, NVIDIA may, on its own, suspend or terminate your licenses upon notice. You can terminate this license whenever you want by stopping to use the App and de-installing it. All provisions will survive termination, except for the licenses granted to you.

8. Ownership and Feedback

8.1 The App, including all intellectual property rights, is and will remain the sole and exclusive property of NVIDIA or its licensors. NVIDIA reserves all rights, title and interest in and to the App not expressly granted to you under this license.

8.2 When using the App, you may be able to send feedback to NVIDIA including (but not limited to) suggestions, feature requests, or possible enhancements or modifications to the App. For any feedback you provide, you hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without the payment of any royalties or fees to you. NVIDIA will use feedback at its choice.

9. Data Collection

To access the App, individuals will need to register and create an account with NVIDIA and become a registered user. When creating an account, the registrant will be required to provide certain information and establish a username and a password. NVIDIA reserves the right to suspend or terminate an account if any information provided is inaccurate, false or misleading. Each registrant is responsible for safeguarding the password created for the account and for any activities or actions under such account, whether or not authorized by the registrant. NVIDIA will not be liable for any loss or damage arising from any registrant’s failure to comply with the above requirements.

When you choose to send feedback to NVIDIA in accordance with Section 8.2 above, you acknowledge that NVIDIA may collect system logs from the system where the App is installed to review your feedback and to improve NVIDIA products and services. NVIDIA will delete any personal data unintentionally included in your feedback submission within 30 days.

To grant you access to certain Vendor Applications, NVIDIA may need to share certain data with the Vendor. Please refer to Section 3 above regarding use of Vendor Applications.

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.

10. Binding Arbitration and Class Action/Jury Trial Waiver

If you have any complaint about this license or the App, please give NVIDIA a chance to resolve it and contact NVIDIA by U.S. Mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051. If NVIDIA is unable to resolve your dispute and you wish to present it to an authority for decision, you agree to resolve it according to the laws of the State of Delaware without regard to its conflict of laws rules or principles and submit the dispute to 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. BY ENTERING INTO THIS LICENSE, YOU AGREE TO BRING ANY CLAIMS IN YOUR INDIVIDUAL CAPACITY AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR OTHER TYPE OF REPRESENTATIVE PROCEEDING. 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, any dispute shall be resolved in the state or federal courts located in Santa Clara County, California.

Nothing in this license shall prevent a party from seeking injunctive or equitable relief from the courts in any jurisdiction to protect data security, intellectual property rights, or other proprietary rights.

11.No Warranties and Limitations of Liability

11.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO OR ARISING FROM THE APP, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS SUPPLIERS 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 THIS LICENSE OR THE USE OR PERFORMANCE OF THE APP, 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 AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED THE NET AMOUNT PAID TO NVIDIA FOR YOUR USE OF THE APP, OR US$10.00 IF NVIDIA RECEIVED NO FEES FOR YOUR USE OF THE APP. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT.

12. General

You agree that you will not transfer or assign this license or your rights and obligations by any means or operation of law without NVIDIA’s written permission, except as expressly permitted in this license.

If NVIDIA needs to contact you about the App or your use of the App, you consent to receive notices by email or through the software interface and agree that electronic notice will satisfy any legal communication requirements. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United States of America, Attention: Legal.

The App 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 this license pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2788 San Tomas Expressway, Santa Clara, CA 95051.

The App is subject to United States export laws and regulations. You agree that you will not ship, transfer or export the App into any country, or use the App in any manner, prohibited by the United States Bureau of Industry and Security or economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or any applicable export laws, restrictions or regulations. These laws include restrictions on destinations, end users and end use. By accepting this license, 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 App.

This license constitutes the entire agreement between you and NVIDIA concerning the App. If it turns out that any provision of this license is not enforceable, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law and the remaining provisions will remain in full force and effect. No waiver or failure to assert a right under this license shall be deemed a further or continuing waiver of such right or any other right. This license may only be modified in a writing signed by an authorized representative of each party.

NVIDIA may make changes to this license from time to time. NVIDIA will publish the new license at https://metropolis.nvidia.com. Updated versions of the NVIDIA privacy policy and NVIDIA account terms will be posted on the applicable NVIDIA website. The updated license will be effective when published. You understand and agree that your continued use of the App will be deemed acceptance of the updated license terms after the date of publication. If you do not agree with the updated terms, you must terminate your use of App.

(v. July 3, 2019)