Drivers

License For Customer Use of NVIDIA GeForce Software

IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of NVIDIA GeForce Software ("LICENSE") is the agreement which governs use of the GeForce software of NVIDIA Corporation and its subsidiaries ("NVIDIA") downloadable herefrom, including computer software and associated materials ("SOFTWARE"). By downloading, installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this LICENSE. If you do not agree to the terms of this LICENSE, do not download the SOFTWARE.

RECITALS

Use of NVIDIA's products requires three elements: the SOFTWARE, the hardware on a graphics controller board, and a personal computer. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is not sold, and instead is only licensed for use, strictly in accordance with this LICENSE. The hardware is protected by various patents, and is sold, but this LICENSE does not cover that sale. This LICENSE sets forth the terms and conditions of the SOFTWARE use only.

1. DEFINITIONS

1.1 Customer. Customer means the entity or individual that downloads the SOFTWARE.

2. GRANT OF LICENSE

2.1 Rights and Limitations of Grant. NVIDIA hereby grants Customer a non-exclusive, non-transferable license to install and use the SOFTWARE for use with NVIDIA GeForce or Titan branded hardware products owned by Customer, subject to the following:

2.1.1 Rights. Customer may install and use multiple copies of the SOFTWARE on a shared computer or concurrently on different computers, and make multiple back-up copies of the SOFTWARE, solely for Customer's use within Customer's Enterprise. "Enterprise" shall mean individual use by Customer or any legal entity (such as a corporation or university) and the subsidiaries it owns by more than fifty percent (50%).

2.1.2 Linux/FreeBSD Exception. Notwithstanding the foregoing terms of Section 2.1.1, SOFTWARE designed exclusively for use on the Linux or FreeBSD operating systems, or other operating systems derived from the source code to these operating systems, may be copied and redistributed, provided that the binary files thereof are not modified in any way (except for unzipping of compressed files).

2.1.3 Limitations.

No Modification or Reverse Engineering. Customer may not modify (except as provided in Section 2.1.2), reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain the source code.

No Separation of Components. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer, nor otherwise used separately from the other parts.

No Sublicensing or Distribution. Customer may not sell, rent, sublicense, distribute or transfer the SOFTWARE; or use the SOFTWARE for public performance or broadcast; or provide commercial hosting services with the SOFTWARE.

No Datacenter Deployment. The SOFTWARE is not licensed for datacenter deployment, except that blockchain processing in a datacenter is permitted.

3. TERMINATION

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

Defensive Suspension. If Customer 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 LICENSE during the pendency of such legal proceedings.

4. OWNERSHIP

All title and intellectual property rights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying materials, and any copies of the SOFTWARE, are owned by NVIDIA or its suppliers.

5. APPLICABLE LAW AND BINDING ARBITRATION

Governing Law. This LICENSE shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Delaware, without regard to or application of its conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

Arbitration. For any claim against or dispute or controversy with NVIDIA relating to this LICENSE or that may arise from it or out of use of the SOFTWARE (collectively, “Disputes”), Customer agrees to first contact NVIDIA by U.S. Mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and attempt to resolve the Dispute with NVIDIA informally. In the unlikely event that NVIDIA has not been able to resolve such Dispute it has with Customer within 60 days of Customer’s original informal claim (or sooner if, in NVIDIA's opinion, a Dispute is not likely to be resolved within 60 days), Customer and NVIDIA each agree to resolve any such Dispute (excluding any NVIDIA claims for injunctive or other equitable relief) by binding arbitration before an arbitrator from Judicial Mediation and Arbitration Services ("JAMS") located in Santa Clara County, California under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS Office to Santa Clara County), unless Customer requests an in-person hearing in Customer’s hometown or Customer and NVIDIA agree otherwise. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party's data security, intellectual property rights, or other proprietary rights. If for any reason this agreement to arbitrate is found not to apply to a Dispute and as a result a Dispute proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California.

Class Action & Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION UNLESS SUCH ARBITRATION IS NECESSARY TO EFFECTUATE THE ENFORCEMENT OF THE COURT CLASS ACTION WAIVER OR IN THE EVENT THAT CLASS ARBITRATION IS EXPRESSLY AGREED TO BY NVIDIA. CUSTOMER AGREES THAT, BY ENTERING INTO THIS LICENSE, CUSTOMER AND NVIDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Right to Opt Out. CUSTOMER MAY OPT OUT OF THE FOREGOING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION OF THIS LICENSE BY NOTIFYING NVIDIA IN WRITING WITHIN 30 DAYS OF COMMENCEMENT OF USE OF THE SOFTWARE UNDER THIS LICENSE. SUCH WRITTEN NOTIFICATION MUST BE SENT TO ATTN: LEGAL, 2788 SAN TOMAS EXPRESSWAY, SANTA CLARA, CALIFORNIA, 95051 AND MUST INCLUDE (1) CUSTOMER’S NAME, (2) CUSTOMER’S ADDRESS, (3) THE REFERENCE TO GEFORCE SOFTWARE AS THE SOFTWARE THE NOTICE RELATES TO, AND (4) A CLEAR STATEMENT INDICATING THAT CUSTOMER DOES NOT WISH TO RESOLVE DISPUTES THROUGH ARBITRATION AND DEMONSTRATING COMPLIANCE WITH THE 30 DAY TIME LIMIT TO OPT OUT.

6. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

6.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO OR ARISING FROM THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Without limiting the foregoing, Customer is solely responsible for determining and verifying that the SOFTWARE that Customer obtains and installs is the appropriate version for Customer’s model of graphics controller board, operating system, and computer hardware.

6.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED THE NET AMOUNT PAID TO NVIDIA FOR CUSTOMER’S USE OF THE PARTICULAR SOFTWARE UPON WHICH LIABILITY IS BASED, OR US$10.00 IF NVIDIA RECEIVED NO FEES FOR CUSTOMER’S USE OF THE SOFTWARE.

7. SYSTEM UPDATES

Customer hereby agrees and acknowledges that the SOFTWARE may access and collect information about, update, and configure Customer's system in order to properly optimize such system for use with the SOFTWARE. To the extent that Customer uses the SOFTWARE, Customer hereby consents to all of the foregoing, and represent and warrant that Customer has the right to grant such consent. In addition, Customer agrees that Customer is solely responsible for maintaining appropriate data backups and system restore points for Customer's system, and that NVIDIA will have no responsibility for any damage or loss to such system (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the system (or any part of such system) initiated through the SOFTWARE; or (b) installation of any SOFTWARE or third party software patches through the NVIDIA update service. The SOFTWARE may contain links to websites and services. NVIDIA encourages Customer to review the privacy statements on those sites and services that Customer chooses to visit so that Customer can understand how they may collect, use and share Customer’s personal information. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.

Registration and Customer Information. Customer represents and warrants that the information that Customer has furnished in connection with its registration for the SOFTWARE is complete and accurate. To the extent that Customer provides to NVIDIA during registration or otherwise personal data, Customer also acknowledges that such information will be collected, used, and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html. If Customer does not wish the SOFTWARE to provide system updates as described in this Section 7, uncheck "Automatically check for updates" in the "Preferences" tab of the applicable NVIDIA update control panel for the SOFTWARE.

8. MISCELLANEOUS

If any provision of this LICENSE 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 LICENSE 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 LICENSE may only be modified in writing signed by an authorized officer of NVIDIA. Customer agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner, prohibited by the United States Bureau of Industry and Security or any applicable export laws, restrictions or regulations.

 
 

AGREEMENT FOR CUSTOMER USE OF NVIDIA GEFORCE EXPERIENCE SOFTWARE

This License Agreement For Customer Use of NVIDIA GEFORCE SOFTWARE ("AGREEMENT") is the agreement which governs use of the GeForce Experience computer software, installers and drivers downloaded in connection therewith and any accompanying documentation (together, the “SOFTWARE”) of NVIDIA Corporation and its subsidiaries ("NVIDIA"). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. NVIDIA is willing to license the SOFTWARE to you only on the condition that you accept all of the terms contained in this AGREEMENT. By downloading, installing, copying, or otherwise using the SOFTWARE, you indicate that you understand this AGREEMENT and agree to be bound by all of its terms. If you do not agree to all of the terms of this AGREEMENT, then NVIDIA is unwilling to license the SOFTWARE to you and you must return or destroy all copies of the SOFTWARE and not download, install, copy, or otherwise use the SOFTWARE.

RECITALS

Use of NVIDIA's products requires three elements: the SOFTWARE, the hardware on a graphics controller board, and a personal computer (collectively, such hardware and personal computer is defined herein as "CUSTOMER SYSTEM"). The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is not sold, and instead is only licensed for use, strictly in accordance with this AGREEMENT. The hardware is protected by various patents, and is sold, but this AGREEMENT does not cover that sale, since it may not necessarily be sold as a package with the SOFTWARE. This AGREEMENT sets forth the terms and conditions of the SOFTWARE license only.

1. DEFINITIONS

1.1 Customer. Customer means the entity or individual that downloads and/or installs the SOFTWARE.

2. GRANT OF LICENSE

2.1 Rights and Limitations of Grant. Provided Customer complies with the terms in this AGREEMENT, NVIDIA hereby grants a non-exclusive, non-transferable right for a single Customer to load, install, run, and use the executable form of the SOFTWARE in the manner and for the purposes described in the associated printed materials, with the following limitations:

2.1.1 Rights. Customer may install and use one copy of the SOFTWARE on CUSTOMER SYSTEM, and except for making one back-up copy of the SOFTWARE, may not otherwise copy the SOFTWARE. The SOFTWARE may not be shared or used concurrently on different computers.

2.1.2 Limitations. Except as expressly specified in this AGREEMENT, Customer may not: (a) copy (except in the course of loading or installing) or modify the SOFTWARE, including but not limited to, adding new features or otherwise making adaptations that alter the functioning of the SOFTWARE; (b) reverse engineer, decompile, or disassemble the SOFTWARE, or attempt in any other manner to obtain the source code, in whole or part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (c) remove any copyright or other proprietary rights notices from the SOFTWARE; (d) transfer, sublicense, lend, rent, lease or otherwise distribute the SOFTWARE to someone else; or (e) make the functionality of the SOFTWARE available to multiple users through any means, including but not limited to, by uploading the SOFTWARE to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services.

2.2 Additional Information.

7-Zip. The SOFTWARE includes the 7-Zip software program ("7-Zip"). Use of the source code for 7-Zip is subject to the terms and conditions found at www.7-zip.org.

3. CONSENT TO COLLECTION AND USE OF INFORMATION

Customer hereby acknowledges that the SOFTWARE accesses and collects both non-personally identifiable information and personally identifiable information about Customer and CUSTOMER SYSTEM as well as configures CUSTOMER SYSTEM in order to (a) properly optimize CUSTOMER SYSTEM for use with the SOFTWARE, (b) deliver content through the SOFTWARE, (c) improve NVIDIA products and services, and (d) deliver marketing communications. Information collected by the SOFTWARE includes, but is not limited to, CUSTOMER SYSTEM'S (i) hardware configuration and ID, (ii) operating system and driver configuration, (iii) installed games and applications, (iv) games and applications settings, performance, and usage data, and (iv) usage metrics of the SOFTWARE. To the extent that Customer uses the SOFTWARE, Customer hereby consents to all of the foregoing, and represents and warrants that Customer has the right to grant such consent.

In addition, Customer agrees that Customer is solely responsible for maintaining appropriate data backups and system restore points for CUSTOMER SYSTEM, and that NVIDIA will have no responsibility for any damage or loss to CUSTOMER SYSTEM (including loss of data or access) arising from or relating to (y) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of CUSTOMER SYSTEM (or any part of CUSTOMER SYSTEM) initiated through the SOFTWARE; or (z) installation of any SOFTWARE or third party software patches initiated through the SOFTWARE. The SOFTWARE may contain links to websites and services. NVIDIA encourages Customer to review the privacy statements on those sites and services that Customer chooses to visit so that Customer can understand how they may collect, use and share Customer’s personally identifiable information. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.

For more information on NVIDIA's collection, use, and disclosure of information from its SOFTWARE users, please refer to NVIDIA’s privacy policy available at URL http://www.nvidia.com/object/privacy_policy.html.

4. TERM AND TERMINATION

4.1 Term. Each license provided hereunder has a duration starting from the date of download and ending at the end of use of the associated CUSTOMER SYSTEM, subject to earlier termination as provided in the section below. This AGREEMENT remains in effect until the last license expires or terminates.

4.2 Termination. Customer may terminate the AGREEMENT at any time by destroying all copies of the SOFTWARE in Customer’s possession or control. This AGREEMENT will automatically terminate, with or without notice from NVIDIA, if Customer fails to comply with any of the terms and conditions hereof. In such event, Customer must, at NVIDIA’s option, either destroy or return all copies of the SOFTWARE and all of its component parts in Customer’s possession or control. If Customer 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.

5. COPYRIGHT

5.1 Copyright Ownership. The copy of the SOFTWARE is licensed, not sold. Customer owns any media on which the SOFTWARE is recorded, but NVIDIA and its licensors or suppliers retain ownership of the copy of the SOFTWARE itself, including all copyrights and other intellectual property rights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. Accordingly, Customer is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this AGREEMENT and that it may make one copy of the SOFTWARE solely for backup or archive purposes, provided that Customer reproduces all copyright and proprietary notices that are on the original copy. The algorithms, structure, organization and source code of the SOFTWARE are the valuable trade secrets and confidential information of NVIDIA. Except as otherwise expressly provided herein, neither this AGREEMENT nor NVIDIA grants Customer any express or implied right under any NVIDIA patents, copyrights, trademarks, or other intellectual property rights in the SOFTWARE, and all rights, title and interest in and to the SOFTWARE not expressly granted are reserved by NVIDIA or its licensors or suppliers.

5.2 Recorded Content. The SOFTWARE enables Customers to record their electronic activity, including but not limited to gameplay (“CONTENT VIDEOS”), and upload or broadcast the CONTENT VIDEOS on services such as Twitch.tv and YouTube. Customers are solely responsible for their CONTENT VIDEOS and assume all risk arising from their use of third party websites, services, and networks. Customer represents and warrants that Customer is the creator and owner of any CONTENT VIDEOS or otherwise has sufficient rights and authority to post or publish them. By using the SOFTWARE to upload and publish CONTENT VIDEOS on third party websites, services, or networks, Customer agrees to indemnify and hold harmless NVIDIA and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses (“CLAIMS”) arising out of or in any way connected with Customer’s CONTENT VIDEOS, including but not limited to CLAIMS that Customer’s CONTENT VIDEOS (a) infringe, violate, or misappropriate any third party right, including copyright, trademark, patent, trade secret, moral right, privacy or publicity rights, or any other intellectual property or proprietary right; or (b) slander, defame, or libel any other person.

6. 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, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The state and/or federal courts residing in Santa Clara County, California shall have exclusive jurisdiction over any dispute or claim arising out of this Agreement. Customer agrees to comply fully with all U.S. export laws and regulations to ensure that the SOFTWARE, any technical data related thereto, and any direct product thereof are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, applicable export laws and regulations.

7. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

7.1 No Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NVIDIA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

7.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NVIDIA 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 SOFTWARE, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING THE FOREGOING, NVIDIA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000.00). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. U.S. Government End Users.

The SOFTWARE and associated documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SOFTWARE and documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the SOFTWARE and documentation will be only those specified in this AGREEMENT.

9. MISCELLANEOUS

Customer may not assign or transfer this AGREEMENT or any rights granted hereunder, by operation of law or otherwise, without NVIDIA’s prior written consent, and any attempt by Customer to do so, without such consent, will be void. Except as expressly set forth in this AGREEMENT, the exercise by either party of any of its remedies under this AGREEMENT will be without prejudice to its other remedies under this AGREEMENT or otherwise. If any provision of this AGREEMENT is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed to the maximum extent possible, and the other provisions will remain in full force and effect. This AGREEMENT is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, communications, and agreements relating to such subject matter, whether oral or written, unless Customer and NVIDIA execute a separate agreement governing the use of the SOFTWARE. Failure by either party to enforce any provision of this AGREEMENT will not constitute a waiver of future enforcement of that or any other provision. This AGREEMENT may only be waived or modified in writing signed by an authorized officer of NVIDIA.