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NVIDIA may suspend access to Software Offerings if payment becomes overdue, and may terminate the agreement if the delinquency is not cured within the period stated in Section 10.2. Payment obligations survive termination.
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 establishes that NVIDIA may interrupt operational access to Software Offerings for payment delinquency, which may affect enterprise AI inference, GPU virtualization, or networking workloads that depend on continuous platform access. The survival of payment obligations post-termination means financial liability persists beyond the end of the contractual relationship.
Interpretive note: The clause does not specify whether advance notice is required before suspension is implemented; the cure period is referenced to Section 10.2, which was not fully reproduced in the provided document text.
Grants NVIDIA unilateral right to suspend service for overdue payments and establishes post-termination payment survival obligations.
View full change record →Under this clause, overdue payment by Customer or its authorized reseller may result in suspension of access to NVIDIA Software Offerings including AI and GPU services, and payment obligations continue to apply even after the agreement is terminated.
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"If any payment is overdue from Customer or an authorized reseller/distributor, NVIDIA reserves the right to suspend the Software Offerings, in addition to any other remedies it may have, until the payment delinquency is corrected. If a payment delinquency is not cured within the cure period stated in Section 10.2 for payment obligations, NVIDIA may terminate the Agreement. Customer's payment obligations survive any expiration or termination of the Agreement.Excerpt from NVIDIA NIM's Terms of Use
1) REGULATORY LANDSCAPE: This provision does not directly engage a specific consumer protection regulation in the B2B context, but the right to suspend without a cure period stated in the suspension clause itself (referencing a separate Section 10.2 only for termination) may warrant review under applicable commercial law in jurisdictions that require reasonable notice before service interruption. In the EU, suspension clauses in standard-form commercial contracts may be subject to national contract law requirements. 2) GOVERNANCE EXPOSURE: Medium. Operational risk is elevated for enterprise customers who rely on NVIDIA Software Offerings as part of production AI infrastructure. A suspension event triggered by a payment dispute or reseller billing failure could interrupt mission-critical workloads without a cure opportunity prior to suspension, as the clause reserves the right to suspend immediately upon payment being overdue. 3) JURISDICTION FLAGS: EU member states with proportionality requirements for contract enforcement and California commercial law may create heightened exposure. Where payment flows through an authorized reseller or distributor, the Customer's operational access may be affected by billing disputes between the reseller and NVIDIA that are outside the Customer's direct control. 4) CONTRACT AND VENDOR IMPLICATIONS: Procurement and IT operations teams should assess business continuity risk associated with payment-triggered suspension, particularly for multi-tenant or production AI deployments. The clause does not explicitly require advance notice before suspension, only that NVIDIA reserves the right to suspend upon overdue payment. Vendor management teams should confirm cure period timelines in Section 10.2. 5) COMPLIANCE CONSIDERATIONS: Legal teams may want to confirm the cure period duration referenced in Section 10.2 and assess whether internal payment approval workflows can meet invoice payment timelines to mitigate suspension risk. For reseller-mediated purchases, contractual protections against reseller-side billing failures that could trigger Customer-side suspension should be evaluated.
This provision establishes that NVIDIA may interrupt operational access to Software Offerings for payment delinquency, which may affect enterprise AI inference, GPU virtualization, or networking workloads that depend on continuous platform access. The survival of payment obligations post-termination means financial liability persists beyond the end of the contractual relationship.
Under this clause, overdue payment by Customer or its authorized reseller may result in suspension of access to NVIDIA Software Offerings including AI and GPU services, and payment obligations continue to apply even after the agreement is terminated.
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