Arch-Dev/NVIDIA-Linux-x86_64-535.161.07-grid/LICENSE

END USER LICENSE AGREEMENT FOR vGPU SOFTWARE June 2019

This end user license agreement, including the exhibit attached ("Agreement”)
is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs
your use of the NVIDIA vGPU software and materials (“SOFTWARE”).

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

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

You agree to use the SOFTWARE only for purposes that are permitted by (a) this
Agreement, and (b) any applicable law, regulation or generally accepted
practices or guidelines in the relevant jurisdictions.

1. License.

1.1 Grant.

Subject to the terms of this Agreement, NVIDIA hereby grants you a
non-exclusive, non-transferable license, without the right to sublicense, to:
(i) install and use the SOFTWARE, and (ii) make a reasonable number of
SOFTWARE copies solely for backup purposes. No orders are binding until
accepted by NVIDIA. All orders accepted are subject to the terms of this
Agreement.

Under a vGPU product license the authorized users are licensed to access
virtual desktops, except that under a vApps product license the authorized
users are licensed to access only remote desktop session host (RDSH) based
applications and desktops.

1.2 Promotional Offerings.

NVIDIA may, from time to time, offer free or discounted pricing programs
covering certain uses of the SOFTWARE, as examples for evaluation or academic
use. NVIDIA may stop accepting new sign-ups or discontinue a promotional
offering at any time. Standard charges will apply after a promotional offering
ends or if you exceed the promotional offering use terms. You must comply with
any additional terms, restrictions, or limitations (e.g., limitations on the
total amount of usage) for a promotional offering as described in the
corresponding offer terms.

1.3 Product Uplift.

NVIDIA may, from time to time at its discretion, give you the option to
replace your SOFTWARE licenses subject to payment of applicable fees. In such
cases, you must discontinue use of the replaced product license(s) timely upon
NVIDIA’s delivery of the replacement product license(s). If requested in
writing by NVIDIA, you will provide a written certificate signed by an
authorized officer affirming your compliance with the terms of this section.

1.4 License Types.

vGPU product licenses are licensed under the license types below; and not all
license types may be available for each product. Your order, license key and/or
the product description will indicate the features of your license.

“Concurrent Users License” or “CCU” means a license that allows concurrent
authorized users to use the SOFTWARE, however the simultaneous number of
authorized users cannot exceed the maximum number of CCUs authorized under the
license.

“Named User License” means a license that may only be used by a single named
authorized user and such authorized user may not re-assign or share the license
with any other person (including, without limitation, other authorized users);
provided, however, that if the named authorized user is no longer employed or
no longer requires any access to the SOFTWARE as part of his or her job, you
may re-assign a named user license to a new named authorized user. You shall
track the names and the access period of individuals in conjunction with the
use of Named User Licenses. “Per GPU License” means a license that allows
concurrent authorized users to use the SOFTWARE in a single GPU under the
license, and in some cases the SKU or documentation will indicate the maximum
number of concurrent authorized users or virtual machines per GPU.

“Perpetual License” means a license that is exclusive of services, however
NVIDIA may require you to separately purchase services for a minimum period.
After the expiration of services, you retain the right to use a perpetual
license at the lastsupported level subject to the terms of this Agreement.

“Subscription License” means a license with a fixed duration and inclusive of
certain services for the duration of the license. You may have the option to
purchase additional services for the duration of a subscription license, based
on NVIDIA’s thencurrent service offerings.

1.5 Authorized Users.

You may allow employees and contractors of your entity or of your
subsidiary(ies) to access and use the SOFTWARE from your secure network to
perform work on your behalf.

If you are an academic institution you may allow users enrolled or employed by
the academic institution to access and use the SOFTWARE from your secure
network.

You are responsible for the compliance with the terms of this Agreement by your
authorized users. Any act or omission that if committed by you would constitute
a breach of this Agreement shall be deemed to constitute a breach of this
Agreement if committed by your authorized users.

1.6 Pre-Release.

The SOFTWARE versions identified as alpha, beta, preview, early access or
otherwise as pre-release may not be fully functional, may contain errors or
design flaws, and may have reduced or different security, privacy,
availability, and reliability standards relative to commercial versions of
NVIDIA software and materials. Use of a pre-release SOFTWARE may result in
unexpected results, loss of data, project delays or other unpredictable damage
or loss.

You may use a pre-release SOFTWARE at your own risk, understanding that these
versions are not intended for use in production or business-critical systems.
As with any software in pre-release, it is highly recommended that you maintain
full data backups for all your software and data.

NVIDIA may choose not to make available a commercial version of any pre-release
SOFTWARE. NVIDIA may also choose to abandon development and terminate the
availability at any time without liability.

1.7 Services.

Except as expressly indicated in an order, NVIDIA is under no obligation to
provide support for the SOFTWARE or to provide any maintenance, updates,
upgrades or other revisions to the SOFTWARE.

Unless revisions are provided with their separate governing terms, they are
deemed part of the SOFTWARE licensed to you as provided in this Agreement.

1.8 Third Party Licenses.

The SOFTWARE 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, or in the absence of third-party
terms, the terms of this Agreement. Copyright to third-party software is held
by the copyright holders indicated in the third-party software or license.

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 software 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 this Agreement any
necessary patent or other rights with respect to audio and/or video encoders
and decoders.

1.9 Reservation of Rights.

NVIDIA reserves all rights, title and interest in and to the SOFTWARE not
expressly granted to you under this Agreement.

2. Limitations.

The following license limitations apply to your use of the SOFTWARE:

2.1 You may not reverse engineer, decompile or disassemble, or remove copyright
or other proprietary notices from any portion of the SOFTWARE, or copies of the
SOFTWARE.

2.2 You may not modify or create derivative works of any portion of the
SOFTWARE.

2.3 You may not copy (except as expressly authorized in this Agreement), sell,
rent, sublicense, transfer or distribute the SOFTWARE.

2.4 You may not disclose the results of any benchmarking or other competitive
analysis relating to the SOFTWARE without prior written permission from NVIDIA.

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

2.6 You may not use the SOFTWARE in any manner that would cause it to become
subject to an open source software license. As examples, licenses that require
as a condition of use, modification, and/or distribution that the SOFTWARE be
(i) disclosed or distributed in source code form; (ii) licensed for the purpose
of making derivative works; or (iii) redistributable at no charge.

2.7 Unless you have an agreement with NVIDIA for this purpose, you may not use
the SOFTWARE with any system or application where the use or failure of the
system or application can reasonably be expected to threaten or result in
personal injury, death, or catastrophic loss. Examples include use in nuclear,
avionics, navigation, military, medical, life support or other life critical
applications. NVIDIA does not design, test or manufacture the SOFTWARE for
these critical uses 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 uses.

2.8 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 your use of the SOFTWARE outside
of the scope of this Agreement or not in compliance with its terms.

3. Ownership.

3.1 The SOFTWARE and its respective intellectual property rights are owned by
NVIDIA or its licensors and are licensed to you as described in this Agreement.
NVIDIA’s licensors are intended third party beneficiaries with the rights to
enforce this Agreement with respect to their intellectual property rights.

3.2 You may, but don’t have to, provide to NVIDIA suggestions, feature requests
or other feedback regarding the SOFTWARE, including possible enhancements or
modifications to the SOFTWARE. For any feedback that you voluntarily 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 decide if and how to respond to feedback and if to incorporate
feedback into the SOFTWARE.

4. No Warranties.

THE SOFTWARE IS PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS.” TO THE
MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM
ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS
THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE
USAGE, COURSE OF DEALING OR COURSE OF TRADE.

5. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES 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
AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, 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 AGREEMENT EXCEED THE NET
AMOUNTS RECEIVED BY NVIDIA OR ITS AFFILIATES FOR YOUR USE OF THE PARTICULAR
SOFTWARE DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to
US$10.00 if you obtained the SOFTWARE license at no charge). THE NATURE OF THE
LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS
LIMIT.

These exclusions and limitations of liability shall apply regardless if NVIDIA
or its affiliates have been advised of the possibility of such damages, and
regardless of whether a remedy fails its essential purpose. These exclusions
and limitations of liability form an essential basis of the bargain between the
parties, and, absent any of these exclusions or limitations of liability, the
provisions of this Agreement, including, without limitation, the economic
terms, would be substantially different.

6. Termination.

6.1 NVIDIA may terminate this Agreement upon notice if: (i) you fail to comply
with any term of this Agreement and the noncompliance is not fixed within
thirty (30) days following notice from NVIDIA (or immediately if you violate
NVIDIA’s intellectual property rights); (ii) you commence or participate in any
legal proceeding against NVIDIA with respect to the SOFTWARE; or (iii) 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.

6.2 Each SOFTWARE license ends at the earlier of the expiration or termination
of the license or this Agreement. Each service ends at the earlier of the
expiration or termination of the service or this Agreement, or upon the
expiration or termination of the associated license and no credit or refund
will be provided for any service fees paid.

6.3 Upon any expiration or termination of this Agreement, a license or a
service any amounts owed to NVIDIA become immediately due and payable and you
agree to promptly discontinue use of the SOFTWARE and destroy all copies in
your possession or control. Upon written request, you will certify in writing
that you have complied with your commitments under this section. Upon any
termination of this Agreement all provisions survive except for the licenses
granted to you.

7. Data Collection.

You hereby acknowledge that the SOFTWARE may access and collect data in order
to: (a) properly configure and optimize systems in which the SOFTWARE is
installed for use with the SOFTWARE; (b) deliver content or service through the
SOFTWARE; (c) improve NVIDIA products and services; and (d) provide automatic
updates. Information collected by the SOFTWARE may include: (i) configuration
data; (ii) operating system; (iii) installed applications and features; (iv)
applications and features settings, performance and usage data.

NVIDIA may require certain personal information such as name, email address,
and entitlement information in order to communicate with and to deliver or
provide products or services to you.

The SOFTWARE may contain links to websites and services. 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 your data.
NVIDIA is not responsible for the privacy statements or practices of sites and
services controlled by other companies or organizations.

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.

8. General.

If you wish to assign this Agreement or your rights and obligations, including
by merger, consolidation, dissolution or operation of law, contact NVIDIA to
ask for permission. Any attempted assignment not approved by NVIDIA in writing
shall be void and of no effect. NVIDIA may assign, delegate or transfer this
Agreement and its rights and obligations, and if to a nonaffiliate you will be
notified.

During the term of this Agreement and for a period of three (3) years
thereafter, NVIDIA or an independent auditor will have the right to audit you
during regular business hours to check for compliance with the terms of this
Agreement. Audits will be conducted no more frequently than annually, unless
non-compliance was previously found. If an audit reveals an underpayment, you
will promptly remit the full amount of such underpayment to NVIDIA including
interest that will accrue (without the requirement of a notice) 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 during the audited
period and/or if the audit reveals a material non-conformance with the terms of
this Agreement, then you will reimburse NVIDIA’s reasonable audit costs.
Further, you agree that the party delivering the SOFTWARE to you may share with
NVIDIA information regarding your compliance with this Agreement.

Neither party will be responsible for any failure or delay in its performance
under this 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.

This Agreement will be governed in all respects by the laws of the Unitead
States and of the State of Delaware as those laws are applied to contracts
entered into and performed entirely within Delaware by Delaware residents,
without regard to the conflicts of laws principles. The United Nations
Convention on Contracts for the International Sale of Goods is specifically
disclaimed. You agree to all terms of this Agreement in the English language.

The state or federal courts residing in Santa Clara County, California shall
have exclusive jurisdiction over any dispute or claim arising out of this
Agreement. Notwithstanding this, you agree that NVIDIA shall still be allowed
to apply for injunctive remedies or an equivalent type of urgent legal relief
in any jurisdiction.

If it turns out that any provision of this Agreement is not unenforceable, 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. Unless otherwise specified, remedies are
cumulative.

The 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 in this Agreement 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 SOFTWARE is subject to United States export laws and regulations. You agree
that you will not ship, transfer or export the SOFTWARE into any country, or
use the SOFTWARE 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
Agreement, 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 SOFTWARE.

Any notice delivered by NVIDIA to you under this Agreement will be delivered
via mail, email or fax. You agree that any notices that NVIDIA sends you
electronically 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 Department.

This Agreement and any exhibits incorporated into this Agreement constitute the
entire agreement of the parties with respect to the subject matter of this
Agreement and supersede all prior negotiations or documentation between the
parties relating to this subject matter. Any additional and/or conflicting
terms on purchase order(s) or any other documents issued by you are null, void,
and invalid. Any amendment or waiver under this Agreement shall be in writing
and signed by representatives of both parties.

vGPU SOFTWARE SERVICES SUPPLEMENT

The terms in this supplement describe the service subscriptions that you may
obtain directly from NVIDIA for vGPU SOFTWARE under the terms of your license
agreement (“Agreement”) as modified by this supplement. Capitalized terms used
but not defined below shall have the meaning assigned to them in this Agreement.

This supplement is an exhibit to this Agreement and is incorporated as an
integral part of this Agreement. In the event of conflict between the terms in
this supplement and the terms in this Agreement, the terms in this supplement
shall govern.

1. Scope. If your order indicates that NVIDIA will directly provide Technical
Support, Maintenance, Updates and/or Upgrades for your license(s), then NVIDIA
agrees to provide the below services for the Supported Software based on the
service subscription purchased during the applicable service term, solely on
Certified System(s), and solely for the Supported OSs.

The services described in this supplement are provided by NVIDIA to you based
on the then-current service subscription plan(s) available for the Supported
Software. If you have an agreement with a NVIDIA reseller specifying that a
third-party will deliver the same services described in this supplement for a
SOFTWARE, this supplement does not apply. NVIDIA may update the scope of
services under your service subscription plan and any such modifications are
binding on you, provided that such modifications do not single you out.

2. Services.

2.1 Technical Support. If your service subscription includes Technical Support,
subject to payment of applicable fees NVIDIA will make available to you
Technical Support for the Supported Software during the service term. You will
be permitted to designate in writing to NVIDIA designated users for purposes of
obtaining Technical Support. NVIDIA will provide Technical Support to such
designated users only via a dedicated support portal. NVIDIA will use
commercially reasonable efforts to analyze each potential Technical Support
issue to determine if it qualifies for service. NVIDIA shall issue a response
to all potential Technical Support issues filed, provided no commitment is made
with respect to the specific resolution.

2.2 Maintenance. If your service subscription includes Maintenance, subject to
payment of applicable fees NVIDIA will make available to you the Maintenance
associated with the Supported Software during the service term.

2.3 Updates. If your service subscription includes Updates, subject to payment
of applicable fees NVIDIA will make available to you the Updates associated
with the Supported Software during the service term.

2.4 Upgrades. If your service subscription includes Upgrades, subject to
payment of applicable fees NVIDIA will make available to you the Upgrades
associated with the Supported Software during the service term.

2.5 Reinstatement. If you elect not to renew certain service subscriptions and
later you desire to re-enroll, you must pay with respect to the services being
reinstated at the then-current rates: (a) fees for the period between the last
expiration of the service subscription and until commencement of the new
service subscription, (b) fees for service term of the new service subscription,
and (c) any applicable reinstatement fees in addition to fees under (a) and (b).
Service subscription reenrollment is subject to availability of the service
subscription plans at the time of ordering and software version restrictions.

2.6 Requirements and Availability. You shall (a) purchase the initial service
subscription for a Supported Software only for the most current generally
available version of the Supported Software, and (b) initially purchase and
renew service subscriptions for all of your licenses of a Supported Software.
The service subscription plans will indicate the types of services (from the
above) that are available for Supported Software. NVIDIA is not obligated to
provide any services under this supplement for a Supported Software version
after the end of support period to its licensees. NVIDIA is not obligated to
initiate or renew any service subscription if such service subscription plan is
no longer made available by NVIDIA.

3. Exclusions. NVIDIA does not provide services under this supplement related
to:

(a) errors in your own or your licensors’ products that are not due to Errors
in the Supported Software;

(b) service necessary due to operator error, improper use of the Supported
Software or attempted support by unauthorized persons;

(c) use of the Supported Software outside of this Agreement scope;

(d) modifications to the Supported Software made by you or on your behalf, or
any modifications made by any third party without NVIDIA’s authorization;

(e) use of the Supported Software that deviates from the operating procedures,
indicated supported operating systems and any other specifications indicated in
the documentation;

(f) to the extent the provision thereof would violate NVIDIA’s obligations to
its third-party licensors and suppliers with respect to such third parties’
intellectual property; or

(g) Supported Software or related services provided free of charge.

Further, services under this supplement do not include any enhancement(s) or
addition(s) to the Supported Software beyond Maintenance, Updates and Upgrades.

4. Your Responsibilities. In order for NVIDIA to deliver services under this
supplement, you agree that:

(a) you are responsible for procuring, installing and maintaining all equipment
and obtaining all consents for other software and other hardware necessary to
operate the Supported Software;

(b) your failure to deploy a Maintenance, Update or Upgrade available to you as
promptly as possible may render the applicable Supported Software non-operable
or non-conforming to later documentation provided by NVIDIA;

(c) you shall further provide through designated users such information, and/or
access to your resources and personnel as NVIDIA may reasonably require for
providing services. As examples, as reasonably requested you shall (i) identify
the correct version(s) of Supported Software, (ii) provide the documentation
and assistance necessary to demonstrate and diagnose each potential Technical
Support issue, including providing necessary test cases that NVIDIA can
reproduce on a Certified System, (iii) provide remote system access (upon
mutual agreement) for NVIDIA to replicate potential Errors, and (iv) provide
embedded diagnostic information;

(d) When you use Maintenance, Update or Upgrade, access to a new product version
does not change the number of authorized licenses you have for the Supported
Software and you shall discontinue use of the prior version as necessary to
maintain your authorized number of licenses;

(e) you will appoint as designated users only those of your employees who have
reasonably appropriate technical backgrounds and skills. You may remove or
replace designated users during the service term with notice to NVIDIA; and

(f) you will appoint, at NVIDIA’s request, designated service and engineering
contacts for service issue escalations. NVIDIA shall be excused from performing
any of its obligations hereunder to the extent any such non-performance is
attributable to your failure to perform your responsibilities under this
section.

5. Service Fees; Payment Terms. When you purchase service subscriptions
directly from NVIDIA the following applies: Fees for the service subscriptions
are set forth in the associated order and are payable pursuant to the terms of
such order. Unless otherwise expressly indicated in an order, fees will be
invoiced upon your purchase, are payable upon invoice and are expressed in U.S.
Dollars. All fees are non-refundable, and don’t include any taxes, duties or
similar charges. If NVIDIA is required to pay sales, use, property, value-added
or other taxes based on the payments provided in this Agreement and if NVIDIA
is required to collect and remit such taxes, then such taxes shall be billed to
and paid by you or your reseller, unless NVIDIA receives a valid exemption or
resale certificate. If you are not billed the applicable tax under the order,
then it is your responsibility to properly remit the tax directly to the
applicable tax jurisdiction. Further, you acknowledge that the payments to
NVIDIA under this Agreement shall be made in full without reduction for
withholding taxes, if applicable. This section shall not apply to taxes based
on NVIDIA’s net income or payroll taxes. All amounts not paid when due will
accrue interest (without the requirement of a notice) at the lower of 1.5% per
month or the highest rate permissible by law until the unpaid amounts are paid
in full. If payment is overdue, NVIDIA reserves the right to suspend or
terminate service subscriptions, in addition to any other remedies it may have,
until the payment delinquency is corrected. Payment obligations survive any
expiration or termination of this Agreement.

6. Definitions.

i. “Certified Systems” means Supported OS platforms, corresponding hardware
platforms, third party software and configuration details appearing on a list
maintained by NVIDIA and made available to you, or as otherwise approved by
NVIDIA.

ii. “Error(s)” means a reproducible defect, problem, logical error or bug in
the Supported Software that constitutes a failure to comply substantially with
the applicable documentation and is reported using standard NVIDIA procedures.

iii. “Error Correction(s)” means adapting, re-configuring, or reprogramming the
Supported Software to correct the Error(s).

iii. “Maintenance” means security patch(es), Error Correction(s) and
Workaround(s) to the Supported Software made available by NVIDIA in its sole
discretion and on a “when and if generally made available” basis to its other
commercial customers of the Supported Software who have the same Supported
Software version under a service subscription contract with NVIDIA that
specifically includes “Maintenance”. Maintenance may include revisions to
documentation.

iv. “Supported OS” means the supported operating system(s) listed in
conjunction with a particular Certified System on the list maintained by NVIDIA
and made available to you.

v. “Supported Software” means the SOFTWARE installed on your premises that are
under a current and valid license and for which you purchased service
subscriptions and does not include any modifications made by you or a third
party on your behalf, any modifications to the Supported Software made by
NVIDIA pursuant to a consulting services agreement or any portion of the
SOFTWARE not developed by NVIDIA.

vi. “Technical Support” means the provision of telephone or web-based technical
assistance to questions from designated users related to the installation, use
and operation of the Supported Software, including basic instruction or
assistance related to functional Errors in the Supported Software.

vii. “Updates” means those modifications to the Supported Software other than
Maintenance made available by NVIDIA in its sole discretion and on a “when and
if generally made available” basis to its other commercial customers of the
Supported Software who have the same Supported Software version under a service
subscription contract with NVIDIA that specifically includes “Updates” and that
is indicated by NVIDIA as being an update by means of a change in the digit to
right of first decimal point (e.g., version 5.0 to version 5.1).

viii. “Upgrades” means those modifications to the Supported Software other than
Maintenance made available by NVIDIA in its sole discretion and on a “when and
if generally made available” basis to its other commercial customers of the
Supported Software who have the same Supported Software version under a service
subscription contract with NVIDIA that specifically includes “Upgrades” and
that is indicated by NVIDIA as being an upgrade by means of a change in the
digit to left of first decimal point (e.g., version 5.0 to version 6.0).

ix. “Workarounds” means procedures and routines, for use by you, which, when
employed in the regular operation of, or access to, the Supported Software,
will avoid or substantially diminish the practical adverse effects of the
relevant Error.