END USER LICENSE AGREEMENT ("Agreement")

BY DOWNLOADING THE SOFTWARE AND OTHER AVAILABLE MATERIALS, YOU ("DEVELOPER") 
AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. IF 
DEVELOPER DOES NOT AGREE TO THE TERMS AND CONDITION OF THIS AGREEMENT, THEN DO 
NOT DOWNLOAD THE SOFTWARE AND MATERIALS.

The materials available for download to Developers may include software in both
sample source ("Source Code") and object code ("Object Code") versions, document
ation ("Documentation"), certain art work ("Art Assets") and other materials 
(collectively, these materials referred to herein as "Materials"). Except as 
expressly indicated herein, all terms and conditions of this Agreement apply to
all of the Materials.

Except as expressly set forth herein, NVIDIA owns all of the Materials and makes
them available to Developer only under the terms and conditions set forth in 
this Agreement.

License: Subject to the terms of this Agreement, NVIDIA hereby grants to 
Developer a royalty-free, non-exclusive license to possess and to use the 
Materials. Developer may install and use multiple copies of the Materials on a 
shared computer or concurrently on different computers, and make multiple 
back-up copies of the Materials, solely for Licensee’s use within Licensee’s 
Enterprise. "Enterprise" shall mean individual use by Licensee or any legal 
entity (such as a corporation or university) and the subsidiaries it owns by 
more than 50 percent. The following terms apply to the specified type of 
Material:

Source Code: Developer shall have the right to modify and create derivative 
works with the Source Code. Developer shall own any derivative works 
("Derivatives") it creates to the Source Code, provided that Developer uses the 
Materials in accordance with the terms and conditions of this Agreement. 
Developer may distribute the Derivatives, provided that all NVIDIA copyright 
notices and trademarks are used properly and the Derivatives include the 
following statement: "This software contains source code provided by NVIDIA 
Corporation."

Object Code: Developer agrees not to disassemble, decompile or reverse engineer 
the Object Code versions of any of the Materials. Developer acknowledges that 
certain of the Materials provided in Object Code version may contain third party
components that may be subject to restrictions, and expressly agrees not to 
attempt to modify or distribute such Materials without first receiving consent 
from NVIDIA.

Art Assets: Developer shall have the right to modify and create Derivatives of 
the Art Assets, but may not distribute any of the Art Assets or Derivatives 
created therefrom without NVIDIA’s prior written consent.

No Other License: No rights or licenses are granted by NVIDIA to Developer under
this Agreement, expressly or by implication, with respect to any proprietary 
information or patent, copyright, trade secret or other intellectual property 
right owned or controlled by NVIDIA, except as expressly provided in this 
Agreement.

Intellectual Property Ownership: All rights, title, interest and copyrights in 
and to the Materials (including but not limited to all images, photographs, 
animations, video, audio, music, text, and other information incorporated into 
the Materials), are owned by NVIDIA, or its suppliers. The Materials are 
protected by copyright laws and international treaty provisions. Accordingly, 
Developer is required to treat the Materials like any other copyrighted 
material, except as otherwise allowed pursuant to this Agreement.

Term of Agreement: This Agreement will automatically terminate if Licensee 
fails to comply with any of the terms and conditions hereof. In such event, 
Licensee must destroy all copies of the SOFTWARE and all of its component parts.

Defensive Suspension: If Developer commences or participates in any legal 
proceeding against NVIDIA, then NVIDIA may, in its sole discretion, suspend or 
terminate all license grants and any other rights provided under this Agreement 
during the pendency of such legal proceedings.

No Support: NVIDIA has no obligation to support or to continue providing or 
updating any of the Materials.

No Warranty: THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED BY NVIDIA TO 
DEVELOPER HEREUNDER ARE PROVIDED "AS IS." NVIDIA DISCLAIMS ALL WARRANTIES, 
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED 
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND 
NONINFRINGEMENT.

Limitation of Liability: NVIDIA SHALL NOT BE LIABLE TO DEVELOPER, DEVELOPER’S 
CUSTOMERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER DEVELOPER FOR
ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, 
SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES (WHETHER IN AN ACTION IN CONTRACT,
TORT OR BASED ON A WARRANTY), EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF 
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL NVIDIA’S 
AGGREGATE LIABILITY TO DEVELOPER OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH 
OR UNDER DEVELOPER EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY DEVELOPER TO 
NVIDIA FOR THE SOFTWARE OR ANY OTHER MATERIALS.

Applicable Law: This Agreement shall be deemed to have been made in, and shall 
be construed pursuant to, the laws of the State of Delaware. The United Nations 
Convention on Contracts for the International Sale of Goods is specifically 
disclaimed.

Feedback: In the event Developer contacts NVIDIA to request Feedback (as defined
below) on how to optimize Developer’s product for use with the Materials, the 
following terms and conditions apply the Feedback:
1. Exchange of Feedback. Both parties agree that neither party has an obligation
   to give the other party any suggestions, comments or other feedback, whether 
   verbally or in code form ("Feedback"), relating to (i) the Materials; 
   (ii) Developer’s products; (iii) Developer’s use of the Materials; or 
   (iv) optimization of Developer’s product with NVIDIA product(s). 
   In the event either party provides Feedback to the other party, the party 
   receiving the Feedback may use and include any Feedback that the other party 
   voluntarily provides to improve the (i) Materials or other related NVIDIA 
   technologies, respectively for the benefit of NVIDIA; or (ii) Developer’s 
   product or other related Developer technologies, respectively for the benefit 
   of Developer. Accordingly, if either party provides Feedback to the other 
   party, both parties agree that the other party and its respective Developers 
   may freely use, reproduce, license, distribute, and otherwise commercialize 
   the Feedback in the (i) Materials or other related technologies; or 
   (ii) Developer’s products or other related technologies, respectively without 
   the payment of any royalties or fees.

2. Residual Rights. Developer agrees that NVIDIA shall be free to use any 
   general knowledge, skills and experience, (including, but not limited to, 
   ideas, concepts, know-how, or techniques) ("Residuals"), contained in the (i)
   Feedback provided by Developer to NVIDIA; (ii) Developer’s products, in 
   source or object code form, shared or disclosed to NVIDIA in connection with 
   the Feedback; or (c) Developer’s confidential information voluntarily 
   provided to NVIDIA in connection with the Feedback, which are retained in the
   memories of NVIDIA’s employees, agents, or contractors who have had access to
   such (i) Feedback provided by Developer to NVIDIA; (ii) Developer’s products; 
   or (c) Developer’s confidential information voluntarily provided to NVIDIA, 
   in connection with the Feedback. Subject to the terms and conditions of this 
   Agreement, NVIDIA’s employees, agents, or contractors shall not be prevented 
   from using Residuals as part of such employee’s, agent’s or contractor’s 
   general knowledge, skills, experience, talent, and/or expertise. NVIDIA shall
   not have any obligation to limit or restrict the assignment of such 
   employees, agents or contractors or to pay royalties for any work resulting 
   from the use of Residuals.
   
3. Disclaimer of Warranty. FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER 
   PARTY’S USE "AS IS" AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, 
   IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES 
   OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BOTH PARTIES DO NOT 
   REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY’S 
   REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE 
   UNINTERRUPTED OR ERROR-FREE.
   
4. No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY 
   APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR 
   ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER 
   (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, 
   BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY 
   LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF 
   THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
5. Freedom of Action. Developer agrees that this Agreement is nonexclusive and 
   NVIDIA may currently or in the future be developing software, other 
   technology or confidential information internally, or receiving confidential 
   information from other parties that maybe similar to the Feedback and 
   Developer’s confidential information (as provided in subsection 2 above), 
   which may be provided to NVIDIA in connection with Feedback by Developer. 
   Accordingly, Developer agrees that nothing in this Agreement will be 
   construed as a representation or inference that NVIDIA will not develop, 
   design, manufacture, acquire, market products, or have products developed, 
   designed, manufactured, acquired, or marketed for NVIDIA, that compete with 
   the Developer’s products or confidential information.

RESTRICTED RIGHTS NOTICE: Materials has been developed entirely at private 
expense and is commercial computer software provided with RESTRICTED RIGHTS. 
Use, duplication or disclosure by the U.S. Government or a U.S. Government 
subcontractor is subject to the restrictions set forth in the license agreement 
under which Materials was obtained pursuant to DFARS 227.7202-3(a) or as set 
forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - 
Restricted Rights clause at FAR 52.227-19, as applicable. 
Contractor/manufacturer is 
NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.

Miscellaneous: If any provision of this Agreement is inconsistent with, or 
cannot be fully enforced under, the law, such provision will be construed as 
limited to the extent necessary to be consistent with and fully enforceable 
under the law. This Agreement is the final, complete and exclusive agreement 
between the parties relating to the subject matter hereof, and supersedes all 
prior or contemporaneous understandings and agreements relating to such subject
matter, whether oral or written. This Agreement may only be modified in writing 
signed by an authorized officer of NVIDIA. Developer agrees that it will not 
ship, transfer or export the Materials into any country, or use the Materials 
in any manner, prohibited by the United States Bureau of Industry and Security 
or any export laws, restrictions or regulations.