Abstract

This document is the Software License Agreement (SLA) for NVIDIA NCCL. The
following contains specific license terms and conditions for NVIDIA NCCL. By
accepting this agreement, you agree to comply with all the terms and conditions
applicable to the specific product(s) included herein. 

1. NVIDIA SOFTWARE LICENSE AGREEMENT
Release Date: October 20, 2016
Important: READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED
SOFTWARE

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.

2. SOFTWARE LICENSE AGREEMENT 

2.1. License 

2.1.1. 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.

2.1.2. Limited Purpose Licenses

If your license is provided for one of the purposes indicated below,
then notwithstanding contrary terms in License Grant or in a Supplement, such
licenses are for internal use and do not include any right or license to
sub-license 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:

1. 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).

2. 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.

3. 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.

2.1.3. Pre-Release Licenses

With respect to alpha, beta, preview, and other
pre-release Software and Documentation (“Pre-Release Licensed Software”)
delivered to you under the AGREEMENT you acknowledge and agree that such
Pre-Release Licensed Software:

1. 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
2. use of such PreRelease 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.

2.1.4. 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:

1. 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 
2. 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.

2.1.5. 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.

2.2. Limitations

2.2.1. License Restrictions

Except as expressly authorized in the AGREEMENT, you agree that you will not
(nor authorize third parties to) 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); 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; sell, transfer, assign, distribute, rent, loan,
lease, sublicense or otherwise make available the Licensed Software or its
functionality to third parties as an application services provider or service
bureau, by operating hosted/virtual system environments, by hosting, time
sharing or providing any other type of services, or otherwise by means of the
internet; modify, translate or otherwise create any derivative works of any
Licensed Software; remove, alter, cover or obscure any proprietary notice that
appears on or with the Licensed Software or any copies thereof; use the
Licensed Software, or allow its use, transfer, transmission or export in
violation of any applicable export control laws, rules or regulations;
distribute, permit access to, or sublicense the Licensed Software as a
stand-alone product; 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; use the Licensed Software for the purpose of developing competing
products or technologies or assisting a third party in such activities; 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; 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 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.

2.2.2. 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 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.

2.2.3. 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.

2.3. 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 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), uses reasonable
effort to obtain confidential treatment or similar protection to the fullest
extent possible to avoid such public disclosure, and discloses only the minimum
amount of information necessary to comply with such requirements.  

2.4. 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.

2.5. 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.

2.6. 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-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. 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.

2.7. 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.

2.8. TERM AND TERMINATION

2.8.1. 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 the expiration of
the applicable license term, or 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.

2.8.2. Termination and Effect of Expiration or Termination

NVIDIA may terminate the AGREEMENT in whole or in part:

1. 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); 

2. 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 

3. 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, any amounts owed to NVIDIA become immediately due and payable, you
must promptly discontinue use of the affected Licensed Software and/or service,
and 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.

2.9.CONSENT TO COLLECTION AND USE OF INFORMATION

You hereby agree and acknowledge
that the Software may access and 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 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
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.  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 the availability or accuracy of such links; or the
products, services or information available on or through such links; or 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.

2.10. 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.

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.

3. NCCL BINARY SUPPLEMENT TO SOFTWARE LICENSE AGREEMENT

Release date: July 25, 2017

The terms set forth in this NCCL Binary Supplement (“Supplement”) govern your
use of the NVIDIA collective communications library (NCCL) (the “NCCL 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.

3.1. LICENSE TERMS

NCCL Licensed Software is licensed to you hereunder for use in Systems
containing less than eight (8) NVIDIA GPUs. For the purpose of this Supplement,
“System” means a logically single server, computer or appliance having one or
more NVIDIA GPUs and one or more CPUs.

3.2. NCCL 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 under this Supplement (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
NCCL 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 NCCL 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 NCCL
Licensed Software within a Licensee Application. The expiration or termination
of your licenses to the NCCL Licensed Software under the SLA and this Supplement
will not affect your previous NCCL Licensed Software distributions in compliance
with the SLA and this Supplement.  The above distributions are subject to the
following:

    all distributions by you or your distribution channels must be consistent
with the terms of the AGREEMENT; the distributed NCCL License Software must
include valid copyright notices indicating NVIDIA’s ownership of the Licensed
Software and (if permitted) modifications; and you must enter into enforceable
agreements that pass down terms consistent with the terms set forth in the
AGREEMENT for use of the distributable NCCL 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 NCCL Licensed Software .

You are liable for the distribution and use of NCCL 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 NCCL Licensed Software not in compliance with the terms of the AGREEMENT,
and to enforce the terms of your agreements with respect to NCCL Licensed
Software you distributed.

3.3. LICENSE DURATION

Each NCCL 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.

3.4. 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 NCCL
Licensed Software 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
non-compliance was previously found. If such an inspection and audit reveals a
material non-conformance with the terms of the AGREEMENT, then you will pay
NVIDIA’s reasonable costs of conducting the inspection and audit. Further, you
agree that the party delivering the NCCL 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 NCCL Licensed Software.

3.5. 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 NCCL Licensed Software under the SLA or this Supplement.  4. GLOSSARY
OF TERMS Certain capitalized terms, if not otherwise defined elsewhere in this
SLA, shall have the meanings set forth below:

Affiliate 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.  AGREEMENT AGREEMENT means this
SLA and all associated Supplements entered by the parties referencing this SLA.
Authorized Users Authorized Users means your Enterprise individual employees and
any of your Enterprise’s Contractors, subject to the terms of the Enterprise and
Contractor Usage section.  Confidential Information 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 is or becomes generally known to the
public through no fault of or breach of the AGREEMENT by the receiving party;
is rightfully known by the receiving party at the time of disclosure without an
obligation of confidentiality; is independently developed by the receiving
party without use of the disclosing party’s Confidential Information; or is
rightfully obtained by the receiving party from a third party without
restriction on use or disclosure.

Contractor Contractor means an individual who works primarily for your
Enterprise on a contractor basis from your secure network.  Documentation
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.  Enterprise 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.  Feedback Feedback means any and all
suggestions, feature requests, comments or other feedback regarding the Licensed
Software, including possible enhancements or modifications thereto.
Intellectual Property Rights 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.  Licensed Software Licensed Software means
Software, Documentation and all modifications owned by NVIDIA.  Open Source
License 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 disclosed or distributed in source code form; be
licensed for the purpose of making derivative works; or be redistributable at
no charge.

Order 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.  Software Software
means the NVIDIA software programs licensed to you under the AGREEMENT
including, without limitation, libraries, sample code, utility programs and
programming code.  Supplement Supplement means the additional terms and
conditions beyond those stated in this SLA that apply to certain Licensed
Software licensed hereunder. 

Notices Notice

THE INFORMATION IN THIS GUIDE AND ALL OTHER INFORMATION CONTAINED IN NVIDIA
DOCUMENTATION REFERENCED IN THIS GUIDE IS PROVIDED “AS IS.” NVIDIA MAKES NO
WARRANTIES, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE
INFORMATION FOR THE PRODUCT, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF
NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding any damages that customer might incur for any reason whatsoever,
NVIDIA’s aggregate and cumulative liability towards customer for the product
described in this guide shall be limited in accordance with the NVIDIA terms and
conditions of sale for the product.

THE NVIDIA PRODUCT DESCRIBED IN THIS GUIDE IS NOT FAULT TOLERANT AND IS NOT
DESIGNED, MANUFACTURED OR INTENDED FOR USE IN CONNECTION WITH THE DESIGN,
CONSTRUCTION, MAINTENANCE, AND/OR OPERATION OF ANY SYSTEM WHERE THE USE OR A
FAILURE OF SUCH SYSTEM COULD RESULT IN A SITUATION THAT THREATENS THE SAFETY OF
HUMAN LIFE OR SEVERE PHYSICAL HARM OR PROPERTY DAMAGE (INCLUDING, FOR EXAMPLE,
USE IN CONNECTION WITH ANY NUCLEAR, AVIONICS, LIFE SUPPORT OR OTHER LIFE
CRITICAL APPLICATION). NVIDIA EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR SUCH HIGH RISK USES. NVIDIA SHALL NOT BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY CLAIMS OR DAMAGES
ARISING FROM SUCH HIGH RISK USES.

NVIDIA makes no representation or warranty that the product described in this
guide will be suitable for any specified use without further testing or
modification. Testing of all parameters of each product is not necessarily
performed by NVIDIA. It is customer’s sole responsibility to ensure the product
is suitable and fit for the application planned by customer and to do the
necessary testing for the application in order to avoid a default of the
application or the product. Weaknesses in customer’s product designs may affect
the quality and reliability of the NVIDIA product and may result in additional
or different conditions and/or requirements beyond those contained in this
guide. NVIDIA does not accept any liability related to any default, damage,
costs or problem which may be based on or attributable to: (i) the use of the
NVIDIA product in any manner that is contrary to this guide, or (ii) customer
product designs.

Other than the right for customer to use the information in this guide with the
product, no other license, either expressed or implied, is hereby granted by
NVIDIA under this guide. Reproduction of information in this guide is
permissible only if reproduction is approved by NVIDIA in writing, is reproduced
without alteration, and is accompanied by all associated conditions,
limitations, and notices.  Trademarks

NVIDIA, the NVIDIA logo, and cuBLAS, CUDA, cuDNN, cuFFT, cuSPARSE, DIGITS, DGX,
DGX-1, Jetson, Kepler, NVIDIA Maxwell, NCCL, NVLink, Pascal, Tegra, TensorRT,
and Tesla are trademarks and/or registered trademarks of NVIDIA Corporation in
the Unites States and other countries. Other company and product names may be
trademarks of the respective companies with which they are associated.
Copyright

© 2017 NVIDIA Corporation. All rights reserved.

