COPYING-nvidia-cg-toolkit

DISTRIBUTION LICENSE


IMPORTANT NOTICE -- READ CAREFULLY: THIS DISTRIBUTION LICENSE IS THE
AGREEMENT THAT GOVERNS USE OF THE SOFTWARE AND ASSOCIATED MATERIALS
PROVIDED HEREIN. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE
USING THE SOFTWARE, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT, YOU MAY NOT INSTALL, USE, OR DISTRIBUTE THE
SOFTWARE.

1)       Subject to all of the terms set forth herein, NVIDIA Corporation (“NVIDIA”) hereby grants a
non-exclusive, worldwide, royalty-free license (“License”) to the distributor or publisher (“Distributor”)
set forth below to use, reproduce, distribute, publicly display, and publicly perform NVIDIA’s software
comprising its Cg Toolkit, including CgFX, any associated documentation, and any portions thereof
provided by NVIDIA (all together, each apart, referred to herein as “Software”) by incorporating the
Software into Distributor’s software or published works (“Works”) and any advertising and promotional
materials relating thereto.
2)       NVIDIA represents that the Software is either owned by NVIDIA or that, to the best of
NVIDIA’s knowledge, it has full authority from the owner of items incorporated into the Software to
grant the rights set forth in this License and that such items do not violate the copyright, trademark, or any
other rights of any third party.
3)       Distributor agrees that the Software is proprietary information of NVIDIA and that NVIDIA
owns all right, title and interest therein. There are no implied licenses under this License, and any rights
not expressly granted are reserved by NVIDIA. The Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws and treaties. The Software is
not sold, and instead is only licensed for use, strictly in accordance with this License. Distributor agrees
not to disassemble, decompile or reverse engineer the Software in whole or in part. All copies of the
Software shall contain NVIDIA’s proprietary rights notices as provided therein. Distributor shall not
remove or modify any such proprietary rights notices of NVIDIA. This License will automatically
terminate if Distributor fails to comply with any of the terms and conditions hereof. In such event,
Distributor must cease reproducing, distributing, or otherwise using the Software and destroy all copies
thereof.
4)       NVIDIA will not be responsible for providing maintenance and support to Distributor, its
customers, or any other end users for the Software or Works distributed by Distributor or others.
5)       THE SOFTWARE IS PROVIDED BY NVIDIA TO DISTRIBUTOR “AS IS.” NVIDIA
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT.
6)       IN NO EVENT SHALL NVIDIA BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES (WHETHER IN AN ACTION IN CONTRACT OR
TORT) WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWARE OR IN CONNECTION WITH THIS LICENSE, EVEN IF NVIDIA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NVIDIA SHALL HAVE NO CONTRACTUAL OBLIGATION TO INDEMNIFY DISTRIBUTOR
UNDER THIS LICENSE.              DISTRIBUTOR AND/OR ITS CUSTOMERS ASSUME THE ENTIRE
COST OF ANY DAMAGE, LOSS, OR EXPENSE RESULTING FROM THEIR USE OR
EXPLOITATION OF THE SOFTWARE.
7)       Distributor may not assign, sublicense, or otherwise attempt to transfer this License or any right
or obligation hereunder without NVIDIA’s prior written consent.
8)       The export of the Software may be subject to the export control laws of the United States of
America and/or other countries, and Distributor agrees to abide by all such export control laws and
regulations.
9)          If any provision of this License is held to be invalid or unenforceable for any reason, the
remaining provisions will continue in full force without being impaired or invalidated in any way.
10)         No term or provisions hereof shall be deemed waived, and no breach excused, unless such
waiver or consent is in writing and signed by the party claimed to have waived or consented. The waiver
by either party of a breach of any provision of this License will not operate or be interpreted as a waiver
of any other or subsequent breach.
            This License will be governed and construed in accordance with the laws of the State of
11)
California without giving effect to principles of conflict of laws. Any suit or controversy arising
hereunder shall be brought in the federal or state courts located in Santa Clara County, California, and
each party submits to the venue and jurisdiction thereof. The United Nations Convention on Contracts for
the International Sale of Goods is specifically disclaimed.
12)         This License constitutes the final, complete, and exclusive agreement between the parties with
respect to the subject matter hereof and supersedes any previous proposals, negotiations, agreements,
letters of intent, arrangements, or warranties, whether verbal or written, made between the parties with
respect to such subject matter. This License may be changed only by mutual agreement in writing of the
authorized representatives of the parties.