path: root/docs/GameWorks Binary SDK EULA _ NVIDIA Developer.txt

  GameWorks Binary SDK EULA

*NVIDIA CORPORATION
NVIDIA GAMEWORKS BINARY SDK END USER LICENSE AGREEMENT*

NVIDIA Corporation ("NVIDIA") is willing to license the NVIDIA GameWorks
Binary SDK associated with this download and the accompanying
documentation, installation routines and support files, sample art files
and assets, and supporting utilities (collectively, the "NVIDIA
GameWorks SDK") to you only on the condition that you accept all the
terms in this License Agreement ("Agreement").

IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE
ACCOMPANYING NVIDIA GAMEWORKS SDK.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, NVIDIA IS NOT
WILLING TO LICENSE THE NVIDIA GAMEWORKS SDK TO YOU AND YOU SHALL NOT 
USE THIS SDK OR ANY PART OF IT.

*Note: this End User License Agreement applies to GameWorks Modules
downloaded in binary (compiled) form. This End User License Agreement
does not apply to GameWorks Source Code. For GameWorks Source Code,
please refer to:* GameWorks Source SDK EULA (please log into NVIDIA
Registered Developer Program to see this document).
<https://developer.nvidia.com/gameworks-source-sdk-eula>
1. Definitions.

“NVIDIA GameWorks Application” means a software application designed for
use and fully compatible with the NVIDIA Graphics processor products,
including but not limited to, a video game, visual simulation, movie, or
other product.

"NVIDIA GameWorks Binary SDK" means the set of instructions for
computers, in executable form only and in any media (which may include
diskette, CD-ROM, downloadable internet, hardware, or firmware)
comprising NVIDIA's proprietary Software Development Kit (in compiled or
binary form) and related media and printed materials, including
reference guides, documentation, and other manuals, installation
routines and support files, libraries, sample art files and assets,
tools, support utilities and any subsequent updates or adaptations
provided by NVIDIA, whether with this installation or as separately
downloaded (unless containing their own separate license terms and
conditions).

“Sample Code” means the sample interface or application source and
object code files contained within the particular GameWorks SDK’s
“Samples” directory or made available for download from the NVIDIA
GameWorks developer site and designated as sample code.

2. License.  Subject to the terms and conditions of this Agreement,
NVIDIA grants you (“you”) a limited, non-exclusive, non-transferable
world-wide, royalty-free license to (a) internally install, use and
display the NVIDIA GAMEWORKS SDK, solely for purposes of developing
NVIDIA GameWorks asset content for NVIDIA GameWorks Applications; (b)
internally use, copy, modify and compile the Sample  Code  to  design, 
develop  and  test  NVIDIA GameWorks  assets;  and  (c)  reproduce  and 
distribute  the Redistributable Code only in object code form and only
as fully integrated into NVIDIA GameWorks Applications, in each case
solely for your commercial and non-commercial purposes provided that
your NVIDIA GameWorks Applications run solely on Windows PCs .  

In addition, you may not and shall not permit others to:

I.    modify, reproduce, de-compile, reverse engineer or translate the
NVIDIA GameWorks SDK; or
II.    distribute or transfer the NVIDIA GameWorks SDK other than as
part of the NVIDIA GameWorks Application.

Except  as  expressly  granted  herein,  no  other  license  under  any 
patent,  copyright,  trade  secret, trademark or other intellectual
property right is granted to or conferred upon you by this Agreement.
All other rights are expressly reserved by NVIDIA and its licensors.

3. Redistribution; NVIDIA GameWorks Applications.  Any redistribution of
the NVIDIA GameWorks SDK (in accordance with Section 2 above) or
portions  thereof must  be subject to  an end user  license  agreement 
including language that

a)   prohibits the end user from modifying, reproducing, de-compiling,
reverse engineering or translating the NVIDIA GameWorks SDK;
b)   prohibits the end user from distributing or transferring the NVIDIA
GameWorks SDK other than as part of the NVIDIA GameWorks Application;
c)   disclaims any and all warranties on behalf of NVIDIA and its
affiliated companies and licensors;
d)   disclaims, to the maximum extent permitted by law, NVIDIA’s, its
affiliated companies and its licensors' liability for all damages,
direct or indirect, incidental or consequential, that may arise from any
use of the NVIDIA GameWorks SDK and/or NVIDIA GameWorks Application;
e)   requires the end user to agree not to export the NVIDIA GameWorks
SDK and/or NVIDIA GameWorks Application, directly or indirectly, in
violation of any U.S. laws; and

You are required to notify NVIDIA prior to use of the NVIDIA GameWorks
SDK in the development of any commercial Application.  Please send
notification by email to: [email protected] and provide the
following information in the email:

  * Company Name
  * Publisher  and Developer Name
  * Game Title or Application Name
  * Platforms (i.e. PC, Xbox, PlayStation)
  * Scheduled Ship Date
  * WebLink to product/video

Any Application integrating the NVIDIA GameWorks SDK is subject to a
license to NVIDIA for use and public display of such Application for
advertising and marketing purposes.

Failure to notify NVIDIA pursuant to this Section AND FAILURE to provide
attribution pursuant to section 6 shall be considered a material breach
of this agreement.
 
4. Ownership, Protections.  The NVIDIA GameWorks SDK is owned by NVIDIA
and NVIDIA licensors, and is protected by United States copyright laws,
international treaty provisions, and other applicable laws. With regard
to any copies made, you agree to reproduce any copyright notices and
other proprietary legends  included on  the original.    NVIDIA
copyright  notice(s) may  appear in any of several forms, including
machine-readable form, and you agree to reproduce such notice in each
form in which it appears.  Title and copyrights to the NVIDIA GameWorks
SDK and any copies made by you remain with NVIDIA and its licensors. 
You acknowledge that the NVIDIA GameWorks SDK contain valuable
proprietary information and trade secrets and that unauthorized or
improper use of the NVIDIA GameWorks SDK will result in irreparable harm
to NVIDIA and its licensors for which monetary damages would be
inadequate and for which NVIDIA and its licensors will be entitled to
immediate injunctive relief.  Subject to the rights of NVIDIA and its
licensors in the NVIDIA GameWorks SDK and the Sample Code, you own your
modifications to the Sample Code.

5. Restrictions.  You will not, and will not permit others to: (a)
modify, translate, decompile, bootleg, reverse engineer, disassemble, or
extract the inner workings of any portion of the NVIDIA GameWorks SDK
except the Sample Code, (b) copy the look-and-feel or functionality of
any portion of the NVIDIA GameWorks SDK except the Sample Code; (c)
remove any proprietary notices, marks, labels, or logos from the NVIDIA
GameWorks SDK or any portion thereof; (d) rent, transfer or use as a
service bureau all or some of the NVIDIA GameWorks SDK without NVIDIA’s
prior written consent, except in the form of Applications and subject to
the requirements of this Agreement; (e) utilize any computer software or
hardware which is designed to defeat any copy protection device, should
the NVIDIA GameWorks SDK be equipped with such a protection device; or
(f) use the NVIDIA Licensed Software in any manner that would cause the
NVIDIA Licensed Software to become subject to an 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 NVIDIA Licensed Software be (i) disclosed or
distributed in source code form; (ii) be licensed for the purpose of
making derivative works; or (iii) be redistributable at no charge. 
Unauthorized copying of the NVIDIA GameWorks SDK, or failure to comply
with any of the provisions of this Agreement, will result in automatic
termination of this license.

6. Attribution Requirements and Trademark License.  You must provide
attribution to NVIDIA.

A.   You will include a reference to the NVIDIA GameWorks and NVIDIA in
any press releases for such Game/Application that relate to NVIDIA, or
in-game NVIDIA GameWorks technology, and will identify NVIDIA as the
provider of "NVIDIA GameWorks" (or such other term or phrase as
indicated by NVIDIA from time to time).

B.   For Games, Demos, and Videos that incorporate the NVIDIA GameWorks
SDK or portions thereof, the NVIDIA GameWorks logos must appear:

a. on the back cover of the instruction manual or similar placement in
an electronic file for the purpose of
acknowledgement/copyright/trademark notice;
b. on external packaging;
c.    during opening marquee or credits with inclusion of “NVIDIA”;
d. must appear on title marketing feature list   with a specific
call-out of NVIDIA GameWorks Technology
e. on the credit screen; and
f.    in  the  “About”  or  “Info”  box  menu  items  (or  equivalent) 
of  all  Games  or Applications using any portion of the NVIDIA
GameWorks SDK.

C.   Provide a quote citing yourthe Licensee’s integration of the NVIDIA
GameWorks SDK into the Game or Application for NVIDIA’s use in press
materials and website.

D.   Refer to NVIDIA GameWorks in all press coverage referring to the
use NVIDIA GameWorks technology in the development of any Game or
Application.

E. Identification by NVIDIA.  Subject to the terms and conditions of
this Agreement, you agree that NVIDIA may identify you, on NVIDIA's
website, printed collateral, trade-show displays and other retail
packaging materials, as a company that produces products and/or services
which incorporate the NVIDIA Gameworks SDK. To the extent that you
provide NVIDIA with input or usage requests with regard to the use of
your logo or materials, NVIDIA will use commercially reasonable efforts
to comply with such requests.  For the avoidance of doubt, NVIDIA’s
rights pursuant to this Section 6(E) shall survive any cancellation or
termination of the Agreement with respect to existing products and/or
services which incorporate the NVIDIA GameWorks SDK.

F.     Game/Demo-related Marketing Material. You permit NVIDIA to create
and display self-promotional demo materials and use screenshot materials
that capture game assets from real-time game play, captured video clips
and images from the Game, after release of the Game to the public, and
you may also provide NVIDIA with screenshots / imagery and video footage
of the Game/Demo representative of your use of the NVIDIA Gameworks SDK
in the Game (collectively, “Assets”). You hereby grant to NVIDIA the
right to distribute, sub-license, and use the Assets in order to promote
and market the NVIDIA GameWorks SDK. To the extent that Company provides
NVIDIA with input or usage requests with regard to the use of your logo
or materials, NVIDIA will use commercially reasonable efforts to comply
with such requests.  For the avoidance of doubt, NVIDIA’s rights
pursuant to this Section 6(F) shall survive any cancellation or
termination of the Agreement with respect to Applications which
incorporate the NVIDIA GameWorks SDK.

Failure to provide attribution pursuant to this Section shall be
considered a material breach of this agreement.

Except as expressly set forth in this Section 6, or in a separate
written agreement with NVIDIA, you may not use NVIDIA's trademarks,
whether registered or unregistered, in connection with the Application
in any manner or imply that NVIDIA endorses or otherwise approves of the
Application or that you and NVIDIA are in any way affiliated.  Your use
of the NVIDIA name under this Agreement does not create any right, title
or interest in the NVIDIA name or any NVIDIA trademarks and all goodwill
arising from your use inure solely to the benefit of NVIDIA.

7. DISCLAIMER.   THE NVIDIA GAMEWORKS SDK IS PROVIDED “AS IS” AND NVIDIA
AND ITS LICENSORS MAKE, AND YOU RECEIVE, NO OTHER WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH
YOU. NVIDIA SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR
A PARTICULAR PURPOSE.  NVIDIA DOES NOT WARRANT THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE
SOFTWARE WILL BE CORRECTED.  NVIDIA MAKES NO WARRANTY WITH RESPECT TO
THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND
DOCUMENTATION.  Some jurisdictions do not allow the exclusion of implied
warranties, so the above exclusion may not apply to you.


8. Confidential Information.  All technical and business information
disclosed by NVIDIA to you under this Agreement, including but not
limited to source code, documentation, technical assistance and any
confidential information pertaining to NVIDIA’s business or products,
are to be considered “NVIDIA Confidential Information.” You will not
disclose any portion of NVIDIA Confidential Information to any third
party and will protect all NVIDIA Confidential Information with the same
degree of care as you use to protect your own information of a
confidential or proprietary nature, but always with at least a
reasonable degree of care.  This obligation of confidentiality will
survive termination and/or expiration of this Agreement for any reason.
 
9. LIMITATION OF LIABILITY.  THE TOTAL LIABILITY OF NVIDIA AND ITS
LICENSORS UNDER THIS AGREEMENT FOR DAMAGES WILL NOT EXCEED $100 IN THE
AGGREGATE.  IN NO EVENT WILL NVIDIA OR ITS LICENSORS BE LIABLE IN ANY
WAY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES
OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS, OR
LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT,
REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.   Some jurisdictions do not permit
limitations of liability for incidental or consequential damages, so the
above exclusions may not apply to you.


10. Term of License; Termination.  Your right to use the NVIDIA
GameWorks SDK will begin when you click the “ACCEPT” button, which
constitutes acceptance of the terms and conditions herein.  The license
is effective until otherwise terminated.  You may terminate it at any
time by destroying the NVIDIA GameWorks SDK and all portions thereof,
together with all copies in any form.  If you fail to comply with any
material term or condition of this Agreement and do not cure the
noncompliance within 30 days of receipt of written notice of
noncompliance from NVIDIA, NVIDIA may terminate your rights to conduct
any further development under Sections 2(a) and (b) of this Agreement
("Partial Termination").   Upon Partial Termination, you will certify to
NVIDIA in writing that the original and all stand-alone copies, in whole
or in part, of the NVIDIA GameWorks SDK have been destroyed. Upon
Partial Termination, you may continue to distribute any Application that
has been commercially released prior to such termination subject to
prospective compliance with this Agreement.  Upon any other termination,
you will certify to NVIDIA in writing that the original and all copies,
in whole or in part, of the NVIDIA GameWorks SDK have been destroyed,
including those portions contained within any unshipped Applications.

11. Governing Law. This Agreement will be governed by the laws of the
United States of America to the extent that they apply and otherwise by
the laws of the State of Delaware notwithstanding the application of any
conflicts of law rules. Exclusive venue over all disputes arising under
or relating to this Agreement shall be in the federal or state courts of
Santa Clara County, California.  .

12. Export.  You agree and certify that no portion of the NVIDIA
GameWorks SDK nor any other technical data received from NVIDIA will be
exported outside the United States except as authorized and as permitted
by the laws and regulations of the United States. If you have rightfully
obtained the NVIDIA GameWorks SDK outside of the United States, you
agree that you will not re-export any portion of the NVIDIA GameWorks
SDK nor any other technical data received from NVIDIA, except as
permitted by the laws and regulations of the United States and the laws
and regulations of the jurisdiction in which you obtained the NVIDIA
GameWorks SDK.
 
13. Assignment.  You may not sublicense, assign or transfer this
Agreement or the NVIDIA GameWorks SDK except as expressly provided in
this Agreement.  Any attempt to otherwise sublicense, assign or transfer
any of the rights, duties or obligations hereunder is null and void.

14. Survival.  The parties agree that where the context of any provision
indicates an intent that it will survive the term of this Agreement,
then it will survive.  All terms of this Agreement survive Partial
Termination except Sections 2(a) and (b).

15. Entire Agreement.  This Agreement contains the parties’ entire
agreement regarding your use
of the NVIDIA GameWorks SDK and may be amended only in writing signed by
both parties. Copyright © 2014 NVIDIA Corporation. All rights reserved.

US AND INTERNATIONAL PATENTS PENDING.