﻿TEGRA DEVELOPMENT SYSTEM END USER LICENSE AGREEMENT

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE (AS DEFINED BELOW) OR TEGRA DEVELOPMENT SYSTEM HARDWARE, THE END USER OF THE TEGRA DEVELOPMENT SYSTEM ("YOU" OR "LICENSEE") AGREE TO ALL OF THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,

>> DO NOT (A) DOWNLOAD, INSTALL, COPY THE SOFTWARE; OR (B) ACCESS OR USE THE TEGRA DEVELOPMENT SYSTEM; AND

>> PROMPTLY RETURN THE TEGRA DEVELOPMENT SYSTEM AND SOFTWARE AND APPLICABLE PURCHASE ORDER TO THE PARTY FROM WHOM YOU ACQUIRED IT TO OBTAIN A REFUND OF THE AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED THE SOFTWARE, CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.

This Tegra Development System End User License Agreement (the "Agreement") is entered into by and between NVIDIA Corporation, a Delaware corporation, having its principal place of business at 2701 San Tomas Expressway, Santa Clara, CA 95050 ("NVIDIA") and the individual person or single legal entity ("Licensee" or "You") who acknowledges and agrees to fully abide by the terms and conditions of this Agreement in connection with their use of (i) the computer software programs provided pursuant to this Agreement in binary code only ("Software"); (ii) the Tegra development system hardware ("Hardware") included with the Software; and (iii) the documentation, specifications, or other information ("Documentation") provided in connection with the Software and Hardware (collectively the "Tegra Development System").

The following terms and conditions govern Licensee`s use of any and all Software and Hardware included in the Tegra Development System:

Scope of Use.  Licensee acknowledges and agrees that its use of the Software is solely limited to Licensee` use of the Hardware.  The Tegra Development System may also include, but is not limited to,  firmware for use with Tegra  (and its derivatives) and reference designs.  Licensee shall not sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign or transfer the Software to any other person or entity.

Term.  This Agreement and the licenses granted hereunder to the Tegra Development System shall be effective as of the date You first use the Tegra Development System ("Effective Date") and continue for a period of one (1) year (the "Initial Term"), unless terminated in accordance with the "Termination" section below.  Unless either party notifies the other party of its intent to terminate this Agreement at least three (3) months prior to the end of the Initial Term or the applicable renewal period, this Agreement will be automatically renewed for one (1) year renewal periods, provided however that this Agreement will automatically expire at such time when Licensee no longer intends to use the the Tegra Development System for the authorized purposes described in this Agreement, at which time Licensee will comply with the Termination provision.

Termination.  Either party may terminate this Agreement for convenience at any time upon fifteen (15) days prior written notice to the other party.  Additionally, NVIDIA may terminate this Agreement immediately upon written notice for the material breach of Licensee, which material breach is curable and has remained uncured for a period of thirty (30) days from the date of delivery of written notice thereof to the other party.  Upon the termination or expiration of this Agreement, Licensee shall (i) immediately cease using the Tegra Development System for any purpose whatsoever; (ii) immediately return to NVIDIA all Hardware in Licensee`s possession or control; (iii) immediately destroy or return to NVIDIA all materials belonging to NVIDIA, including without limitation all copies of the Tegra Development System then in Licensee`s possession or control; and (iv) certify to NVIDIA in writing that it has done so.  These remedies shall be cumulative and in addition to any other remedies available to NVIDIA.

Applicable Governing Laws.  You may not use or export the Tegra Development System in violation of U.S. export laws and regulations. Any claim relating to the Tegra Development System shall be governed by the internal substantive laws of the State of Delaware. NVIDIA and You hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within Santa Clara County, California, and both parties hereby consent to the personal and exclusive jurisdiction and venue of these courts.
No Assignment. This Agreement, and each party`s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other party`s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.   The terms of this Agreement shall be binding upon assignees.
Miscellaneous.  NVIDIA may revise the terms and conditions of this Agreement at any time by updating this Agreement.  The terms and conditions in this Agreement may also be superseded by subsequent agreements signed by the parties, as applicable
