GameWorks Binary SDK EULA
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. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL DESTROY THIS ENTIRE PRODUCT AND PROVIDE EMAIL VERIFICATION TO PHYSXLICENCING@NVIDIA.COM OF DELETION OF ALL COPIES OF THE ENTIRE PRODUCT.
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).
“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; NVIIDA 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@example.com and provide the following information in the email:
- Company Name
- Publisher and Developer Name
- Game Title or Application Name
- Platforms (i.e. PC, Xbox, PS3, Wii)
- 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.