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:

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).
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.
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:

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
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:

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
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:

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);
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
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: December 20, 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. 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.

3.2. 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.

3.3. 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.

3.4. 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.

Notice

This document is provided for information purposes only and shall not be regarded
as a warranty of a certain functionality, condition, or quality of a product.
NVIDIA Corporation (“NVIDIA") makes no representations or warranties, expressed
or implied, as to the accuracy or completeness of the information contained
in this document and assumes no responsibility for any errors contained herein.
NVIDIA shall have no liability for the consequences or use of such information
or for any infringement of patents or other rights of third parties that may
result from its use. This document is not a commitment to develop, release,
or deliver any Material (defined below), code, or functionality.

NVIDIA reserves the right to make corrections, modifications, enhancements,
improvements, and any other changes to this document, at any time without notice.

Customer should obtain the latest relevant information before placing orders
and should verify that such information is current and complete.

NVIDIA products are sold subject to the NVIDIA standard terms and conditions
of sale supplied at the time of order acknowledgment, unless otherwise agreed
in an individual sales agreement signed by authorized representatives of NVIDIA
and customer (“Terms of Sale"). NVIDIA hereby expressly objects to applying
any customer general terms and conditions with regards to the purchase of the
NVIDIA product referenced in this document. No contractual obligations are formed
either directly or indirectly by this document.

NVIDIA products are not designed, authorized, or warranted to be suitable for
use in medical, military, aircraft, space, or life support equipment, nor in
applications where failure or malfunction of the NVIDIA product can reasonably
be expected to result in personal injury, death, or property or environmental
damage. NVIDIA accepts no liability for inclusion and/or use of NVIDIA products
in such equipment or applications and therefore such inclusion and/or use is
at customer’s own risk.

NVIDIA makes no representation or warranty that products based on this document
will be suitable for any specified use. Testing of all parameters of each product
is not necessarily performed by NVIDIA. It is customer’s sole responsibility
to evaluate and determine the applicability of any information contained in
this document, ensure the product is suitable and fit for the application planned
by customer, and perform 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 document. NVIDIA accepts no 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 document
or (ii) customer product designs.
Trademarks

NVIDIA, the NVIDIA logo, and cuBLAS, CUDA, CUDA Toolkit, cuDNN, DALI, DIGITS,
DGX, DGX-1, DGX-2, DGX Station, DLProf, GPU, Jetson, Kepler, Maxwell, NCCL,
Nsight Compute, Nsight Systems, NVCaffe, NVIDIA Deep Learning SDK, NVIDIA Developer
Program, NVIDIA GPU Cloud, NVLink, NVSHMEM, PerfWorks, Pascal, SDK Manager,
Tegra, TensorRT, TensorRT Inference Server, Tesla, TF-TRT, Triton Inference
Server, Turing, and Volta are trademarks and/or registered trademarks of NVIDIA
Corporation in the United States and other countries. Other company and product
names may be trademarks of the respective companies with which they are associated.