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The agreement requires Customer to establish enforceable agreements with Customer End Users that are at least as protective as the NVIDIA agreement, including with respect to grants, restrictions, and intellectual property ownership. Customer must update these End User agreements whenever NVIDIA issues an Updated Agreement.
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 creates a downstream contracting obligation for enterprise customers who distribute Customer Products to end users, requiring them to maintain End User agreement terms that meet NVIDIA's minimum standards and to propagate agreement updates on an ongoing basis.
Requires customers to cascade restrictive terms to their downstream users and keep those agreements synchronized with NVIDIA's unilateral updates.
View full change record →Under this clause, enterprise customers who make NVIDIA-powered products available to end users must ensure their End User agreements include terms at least as protective as the NVIDIA agreement, and must update those agreements whenever NVIDIA updates its own terms.
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"Customer must enter into enforceable agreements with Customer End Users that are at least as protective as the terms of the Agreement (including, but not limited to, terms relating to the grants, restrictions and ownership of intellectual property). NVIDIA reserves the right to update the Agreement from time to time (an updated version being referred to as "Updated Agreement"). Upon notification of an Updated Agreement, which may be in the form of electronic acceptance by Customer of an Updated Agreement, Customer agrees to review the Updated Agreement and as appropriate update the terms it presents to Customer End Users on a going forward basis.Excerpt from NVIDIA NIM's Terms of Use
1) REGULATORY LANDSCAPE: This provision may engage GDPR where End User agreements govern data processing activities involving personal data, as updates to data processing terms may require updated data subject notices or consent mechanisms. Consumer protection regulations in applicable jurisdictions may also be relevant where Customer End Users are consumers rather than businesses. 2) GOVERNANCE EXPOSURE: Medium. The obligation to maintain End User agreements at least as protective as the NVIDIA agreement, combined with the obligation to update those agreements upon NVIDIA's updates, creates a continuous legal operations dependency. Enterprise customers with large end-user bases or complex product distribution chains may face significant operational burden in implementing updates. 3) JURISDICTION FLAGS: EU-based enterprise customers whose products serve consumers are subject to GDPR and applicable consumer protection law when updating End User agreements. Adequate notice periods and consent mechanisms may be required before updated terms take effect for consumer-facing End Users. B2B customers face different but still jurisdiction-specific obligations. 4) CONTRACT AND VENDOR IMPLICATIONS: Product and legal teams should review existing Customer End User agreement templates to confirm they meet the minimum protections required by the NVIDIA agreement, including intellectual property ownership and use restriction terms. A process for monitoring NVIDIA agreement updates and operationalizing downstream End User agreement updates should be established. 5) COMPLIANCE CONSIDERATIONS: Legal teams should assess the adequacy of current End User agreement update mechanisms, including notice periods, consent capture processes, and version control. For products distributed through third-party channels, the ability to implement timely End User agreement updates may be operationally constrained and should be assessed as part of distribution channel agreements.
This provision creates a downstream contracting obligation for enterprise customers who distribute Customer Products to end users, requiring them to maintain End User agreement terms that meet NVIDIA's minimum standards and to propagate agreement updates on an ongoing basis.
Under this clause, enterprise customers who make NVIDIA-powered products available to end users must ensure their End User agreements include terms at least as protective as the NVIDIA agreement, and must update those agreements whenever NVIDIA updates its own terms.
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