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This page describes what the document states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability may vary by jurisdiction. Methodology
“Use of the Software Offerings under the Agreement must be consistent with NVIDIA's Trustworthy AI terms at /content/nvidiaGDC/zz/en_ZZ/agreements/trustworthy-ai/terms/.”
“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).”
“Customer agrees to comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations.”
“TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTY EXPRESSLY PROVIDED IN SECTIONS 13.1 AND 13.2, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING.”
“EACH PARTY'S CUMULATIVE, AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO (I) ENTERPRISE PRODUCTS WILL NOT EXCEED THE NET AMOUNT NVIDIA WAS PAID FOR THE ENTERPRISE PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE (12-)MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE LIABILITY...”
“EXCEPT AS PROVIDED IN SECTION 14.2.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR THE (A) COST OF PROCURING SUBSTITUTE GOODS, OR (B) LOST PROFITS, REVENUE, USE, DATA OR GOODWILL...”
This document sets out the rules for using NVIDIA NIM's software: you get a limited license to use it, but NVIDIA keeps all ownership rights and you cannot transfer or sublicense access to others. You are responsible for ensuring anyone you allow to use the software is bound by equivalent terms, and you must comply with export and sanctions laws. NVIDIA disclaims all warranties, limits what damages either side can recover, and can suspend your access if any payment is overdue.
The NVIDIA NIM Terms of Use establish the conditions under which customers may access and use NVIDIA's Software Offerings, granting a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license for the Term to install, use, and reproduce the Software while NVIDIA retains sole and exclusive ownership of all Intellectual Property Rights. Customers bear downstream contractual obligations, including binding their End Users to agreements at least as protective as the Agreement and complying with all applicable export, import, trade, and economic sanctions laws, including U.S. Export Administration Regulations and OFAC regulations. All use must conform to NVIDIA's Trustworthy AI terms, and any Feedback submitted by Customer is licensed to NVIDIA on a perpetual, irrevocable, royalty-free, sublicensable, worldwide, and transferable basis. Liability is substantially circumscribed: NVIDIA disclaims all warranties of any kind, excludes indirect, special, incidental, punitive, and consequential damages to the maximum extent permitted by law, and caps aggregate liability for Enterprise Product claims at net fees paid in the twelve months preceding the triggering event. Payment obligations are non-cancelable and non-refundable upon invoicing, and NVIDIA reserves the right to suspend Software Offerings for overdue payments and to update the Agreement over time.
As a customer, your license to use NVIDIA NIM's Software Offerings is limited, non-transferable, and non-sublicensable, meaning you cannot pass rights to others except as the Agreement expressly permits. Any Feedback you submit grants NVIDIA a perpetual, irrevocable, royalty-free, worldwide license to use it, with no ability to later revoke or seek compensation. You are contractually obligated to ensure your own End Users are bound by agreements at least as protective as your own terms with NVIDIA, comply with all applicable export and sanctions laws, and keep payments current — with overdue payment risking suspension of your access. Order Forms are non-cancelable and fees are non-refundable unless an Order Form expressly states otherwise, so you should review any Order Form carefully before committing.
Which mapped governance frameworks each document engages, tied to the specific provisions that engage them.
We withheld clauses we had published from this document. Each withholding is recorded in our correction log:
“Use of the Software Offerings under the Agreement must be consistent with NVIDIA's Trustworthy AI terms at /content/nvidiaGDC/zz/en_ZZ/agreements/trustworthy-ai/terms/.”
“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).”
“Customer agrees to comply with all applicable export, import, trade and economic sanctions laws and regulations, as amended, including without limitation U.S. Export Administration Regulations and Office of Foreign Assets Control regulations.”
“TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTY EXPRESSLY PROVIDED IN SECTIONS 13.1 AND 13.2, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THE AGREEMENT, …”
“EACH PARTY'S CUMULATIVE, AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO (I) ENTERPRISE PRODUCTS WILL NOT EXCEED THE NET AMOUNT NVIDIA WAS PAID FOR THE ENTERPRISE PRODUCTS GIVING RISE TO THE CLAIM …”
“EXCEPT AS PROVIDED IN SECTION 14.2.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR THE (A) COST OF PROCURING …”
“If Customer provides Feedback, Customer hereby grants NVIDIA, its Affiliates and its designees a non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up, and transferable license, under Customer's Intellectual Property Rights, to publicly perform, publicly display, reproduce, use, make...”
“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.”
“Subject to the terms of the Agreement, Customer’s Order Form and license parameters of an Enterprise Product Part Number, and payment of applicable fees, NVIDIA grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable (except as expressly granted in the Agreement) …”
“The Software Offerings, including all Intellectual Property Rights, are and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted in the Agreement, (i) NVIDIA reserves all rights, interests and remedies in connection with …”
“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.”
“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 …”
Every distinct legal provision identified in this document. Featured provisions appear above with analysis.
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