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The agreement states that each Order Form is non-cancelable and that all fees paid to NVIDIA are non-refundable. This applies to direct purchases from NVIDIA, with fees payable upon invoice in U.S. dollars.
This analysis describes what NVIDIA NIM's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision requires enterprise customers to commit to the full financial obligation of each Order Form with no contractual mechanism for cancellation or fee recovery. Procurement and finance teams should evaluate multi-year subscription commitments under this structure before execution.
Introduces explicit non-refundable purchase terms and establishes separate transaction frameworks for Order Forms, significantly restricting customer refund rights.
View full change record →Under this clause, fees paid for NVIDIA Software Offerings through direct Order Forms are non-refundable and the Order Form cannot be cancelled, meaning the full contracted amount remains payable regardless of changes in business requirements after execution.
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"Each Order Form placed by Customer through an Order Form is a separate transaction of the parties under the Agreement. The provisions in Sections 7.2 apply only to direct purchases from NVIDIA. Fees for Software Offerings are set forth in the associated Order Form and are payable pursuant to the terms of such Order Form. Unless otherwise expressly indicated in an Order Form, fees will be invoiced upon Customer's purchase, are payable upon invoice and are expressed in U.S. Dollars. Each Order Form placed is non-cancelable and fees received are non-refundable.Excerpt from NVIDIA NIM's Terms of Use
1) REGULATORY LANDSCAPE: This provision may engage the FTC Act in the context of unfair or deceptive commercial practices if applied to smaller enterprise customers without adequate pre-sale disclosure. In EU member states, non-refundable fee clauses in standard-form B2B contracts may be subject to national unfair contract terms frameworks, though B2B applicability varies by jurisdiction. State AG offices in consumer-protection-active states such as California may also have jurisdiction where the Customer is a small business. 2) GOVERNANCE EXPOSURE: Medium. The non-cancelable, non-refundable structure creates financial exposure for enterprise customers who commit to multi-year subscriptions and subsequently experience changes in operational requirements, licensing scope, or product discontinuation by NVIDIA. The provision does not explicitly address scenarios where NVIDIA discontinues or materially modifies a Software Offering during the Order Form term. 3) JURISDICTION FLAGS: EU member states with mandatory good-faith obligations in commercial contracts and California's commercial law framework create heightened review exposure. Where the Customer is a small or medium enterprise, certain jurisdictions may not permit full enforcement of non-refundable clauses in standard-form agreements. 4) CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should flag this clause as a contract review trigger for any multi-year subscription commitment. The absence of a cancellation mechanism may complicate vendor offboarding or platform migration scenarios. The clause does not appear to include a pro-rata refund mechanism for early termination initiated by NVIDIA, which may create asymmetric risk. 5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the Order Form template includes adequate pre-execution disclosure of the non-refundable term, and whether internal procurement approval processes account for the full financial commitment before signature. For reseller or distributor arrangements, the agreement notes that fees and payment terms are between Customer and the authorized reseller, so this clause may not directly apply to all purchasing channels.
This provision requires enterprise customers to commit to the full financial obligation of each Order Form with no contractual mechanism for cancellation or fee recovery. Procurement and finance teams should evaluate multi-year subscription commitments under this structure before execution.
Under this clause, fees paid for NVIDIA Software Offerings through direct Order Forms are non-refundable and the Order Form cannot be cancelled, meaning the full contracted amount remains payable regardless of changes in business requirements after execution.
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