GameWorks Binary SDK EULA NVIDIA CORPORATION NVIDIA GAMEWORKS BINARY SDK END USER LICENSE AGREEMENT* NVIDIA Corporation ("NVIDIA") is willing to license the NVIDIA GameWorks Binary SDK associated with this download and the accompanying documentation, installation routines and support files, sample art files and assets, and supporting utilities (collectively, the "NVIDIA GameWorks SDK") to you only on the condition that you accept all the terms in this License Agreement ("Agreement"). NVIDIA agrees that notwithstanding the fact that you may be required to click to accept the standard terms and conditions on the NVIDIA website or provided with the applicable software with respect to this Agreement, such standard terms shall have no effect and terms and conditions of this Agreement shall apply with respect to all use by you and your employees or subsidiaries. IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE ACCOMPANYING NVIDIA GAMEWORKS SDK. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, NVIDIA IS NOT WILLING TO LICENSE THE NVIDIA GAMEWORKS SDK TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL DESTROY THIS ENTIRE PRODUCT AND PROVIDE EMAIL VERIFICATION TO PHYSXLICENCING@NVIDIA.COM OF DELETION OF ALL COPIES OF THE ENTIRE PRODUCT. *Note: this End User License Agreement applies to GameWorks Modules downloaded in binary (compiled) form. This End User License Agreement does not apply to GameWorks Source Code. For GameWorks Source Code, please refer to:* GameWorks Source SDK EULA (please log into NVIDIA Registered Developer Program to see this document). 1. Definitions. “NVIDIA GameWorks Application” means a software application designed for use and fully compatible with the NVIDIA Graphics processor products, including but not limited to, a video game, visual simulation, movie, or other product. The term “NVIDIA GameWorks Application” shall include any software application that uses or otherwise incorporates Epic Games, Inc.’s Unreal Engine or any portion thereof. "NVIDIA GameWorks Binary SDK" means the set of instructions for computers, in executable form only and in any media (which may include diskette, CD-ROM, downloadable internet, hardware, or firmware) comprising NVIDIA's proprietary Software Development Kit (in compiled or binary form) and related media and printed materials, including reference guides, documentation, and other manuals, installation routines and support files, libraries, sample art files and assets, tools, support utilities and any subsequent updates or adaptations provided by NVIDIA, whether with this installation or as separately downloaded (unless containing their own separate license terms and conditions). “Redistributable Code” means, with respect to an NVIDIA GameWorks Application, those libraries included in the NVIDIA GameWorks Binary SDK that are necessary for such NVIDIA GameWorks Application to operate. “Sample Code” means the sample interface or application source and object code files contained within the particular GameWorks SDK’s “Samples” directory or made available for download from the NVIDIA GameWorks developer site and designated as sample code. 2. License. Subject to the terms and conditions of this Agreement, NVIDIA grants you (“you”) a limited, non-exclusive, non-transferable world-wide, royalty-free license to (a) internally install, use and display the NVIDIA GAMEWORKS SDK, solely for purposes of developing NVIDIA GameWorks asset content for NVIDIA GameWorks Applications; (b) internally use, copy, modify and compile the Sample Code to design, develop and test NVIDIA GameWorks assets; (c) internally install, use and display the NVIDIA GAMEWORKS SDK, solely for purposes of using an NVIDIA GameWorks Application and (d) reproduce and distribute the Redistributable Code only in object code form and only as fully integrated into NVIDIA GameWorks Applications. In addition, you may not and shall not permit others to: I. modify, reproduce, de-compile, reverse engineer or translate the NVIDIA GameWorks SDK; or II. distribute or transfer the NVIDIA GameWorks SDK other than as part of an NVIDIA GameWorks Application. Except as expressly granted herein, no other license under any patent, copyright, trade secret, trademark or other intellectual property right is granted to or conferred upon you by this Agreement. All other rights are expressly reserved by NVIDIA and its licensors. 3. Redistribution; NVIDIA GameWorks Applications. Any redistribution of the NVIDIA GameWorks SDK (in accordance with Section 2 above) or portions thereof must be subject to this agreement. 4. Ownership, Protections. The NVIDIA GameWorks SDK is owned by NVIDIA and NVIDIA licensors, and is protected by United States copyright laws, international treaty provisions, and other applicable laws. With regard to any copies made, you agree to reproduce any copyright notices and other proprietary legends included on the original. NVIDIA copyright notice(s) may appear in any of several forms, including machine-readable form, and you agree to reproduce such notice in each form in which it appears. Title and copyrights to the NVIDIA GameWorks SDK and any copies made by you remain with NVIDIA and its licensors. You acknowledge that the NVIDIA GameWorks SDK contain valuable proprietary information and trade secrets and that unauthorized or improper use of the NVIDIA GameWorks SDK will result in irreparable harm to NVIDIA and its licensors for which monetary damages would be inadequate and for which NVIDIA and its licensors will be entitled to immediate injunctive relief. Subject to the rights of NVIDIA and its licensors in the NVIDIA GameWorks SDK and the Sample Code, you own your modifications to the Sample Code. 5. Restrictions. You will not, and will not permit others to: (a) modify, translate, decompile, bootleg, reverse engineer, disassemble, or extract the inner workings of any portion of the NVIDIA GameWorks SDK except the Sample Code, (b) copy the look-and-feel or functionality of any portion of the NVIDIA GameWorks SDK except the Sample Code; (c) remove any proprietary notices, marks, labels, or logos from the NVIDIA GameWorks SDK or any portion thereof; (d) rent, transfer or use as a service bureau all or some of the NVIDIA GameWorks SDK without NVIDIA’s prior written consent, except in the form of NVIDIA GameWorks Applications and subject to the requirements of this Agreement; (e) utilize any computer software or hardware which is designed to defeat any copy protection device, should the NVIDIA GameWorks SDK be equipped with such a protection device; or (f) use the NVIDIA Licensed Software in any manner that would cause the NVIDIA Licensed Software to become subject to an 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 NVIDIA Licensed Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge. Unauthorized copying of the NVIDIA GameWorks SDK, or failure to comply with any of the provisions of this Agreement, will result in automatic termination of this license. 6. No Trademark License. Except as expressly set forth herein, or in a separate written agreement with NVIDIA, you may not use NVIDIA's trademarks, whether registered or unregistered, in connection with the Application in any manner or imply that NVIDIA endorses or otherwise approves of the Application or that you and NVIDIA are in any way affiliated. Your use of the NVIDIA name under this Agreement does not create any right, title or interest in the NVIDIA name or any NVIDIA trademarks and all goodwill arising from your use inure solely to the benefit of NVIDIA. 7. DISCLAIMER. THE NVIDIA GAMEWORKS SDK IS PROVIDED “AS IS” AND NVIDIA AND ITS LICENSORS MAKE, AND YOU RECEIVE, NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. NVIDIA SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NVIDIA MAKES NO WARRANTY WITH RESPECT TO THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE SOFTWARE AND DOCUMENTATION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. 8. Intentionally Left Blank. 9. LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF NVIDIA AND ITS LICENSORS UNDER THIS AGREEMENT FOR DAMAGES WILL NOT EXCEED $100 IN THE AGGREGATE. IN NO EVENT WILL NVIDIA OR ITS LICENSORS BE LIABLE IN ANY WAY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS PROFITS, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not permit limitations of liability for incidental or consequential damages, so the above exclusions may not apply to you. 10. Term of License; Termination. The license is effective until otherwise terminated. You may terminate it at any time by destroying the NVIDIA GameWorks SDK and all portions thereof, together with all copies in any form. If you fail to comply with any material term or condition of this Agreement and do not cure the noncompliance within 30 days of receipt of written notice of noncompliance from NVIDIA, NVIDIA may terminate your rights to conduct any further development under Sections 2(a) and (b) of this Agreement ("Partial Termination"). Upon Partial Termination, you will certify to NVIDIA in writing that the original and all stand-alone copies, in whole or in part, of the NVIDIA GameWorks SDK have been destroyed. Upon Partial Termination, you may continue to distribute any NVIDIA GameWorks Application that has been commercially released prior to such termination subject to prospective compliance with this Agreement. Upon any other termination, you will certify to NVIDIA in writing that the original and all copies, in whole or in part, of the NVIDIA GameWorks SDK have been destroyed, including those portions contained within any unshipped NVIDIA GameWorks Applications developed by you. 11. Governing Law. This Agreement will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of Delaware notwithstanding the application of any conflicts of law rules. Exclusive venue over all disputes arising under or relating to this Agreement shall be in the federal or state courts of Santa Clara County, California. 12. Export. You agree and certify that no portion of the NVIDIA GameWorks SDK nor any other technical data received from NVIDIA will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If you have rightfully obtained the NVIDIA GameWorks SDK outside of the United States, you agree that you will not re-export any portion of the NVIDIA GameWorks SDK nor any other technical data received from NVIDIA, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the NVIDIA GameWorks SDK. 13. Assignment. You may not sublicense, assign or transfer this Agreement or the NVIDIA GameWorks SDK except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void. 14. Survival. The parties agree that where the context of any provision indicates an intent that it will survive the term of this Agreement, then it will survive. All terms of this Agreement survive Partial Termination except Sections 2(a) and (b). 15. Entire Agreement. This Agreement contains the parties’ entire agreement regarding your use of the NVIDIA GameWorks SDK and may be amended only in writing signed by both parties. Copyright © 2014 NVIDIA Corporation. All rights reserved. US AND INTERNATIONAL PATENTS PENDING.