LICENSE

NVIDIA Open NVDLA License and Agreement v1.0

NVIDIA's Deep Learning Accelerator ("NVDLA") is a hardware design that
accelerates inferencing in System-on-a-Chip designs.  Subject to the terms
and conditions of this Open NVDLA License and Agreement, NVIDIA offers its
NVDLA design on a royalty-free, open-source basis, promoting the adoption of
deep learning inferencing in third-party designs and IoT devices, and
expanding the overall market for AI.

By exercising the rights granted hereunder, You accept and agree to be bound
by these terms and conditions.  You are granted the rights hereunder in
consideration of Your agreement to these terms and conditions.  If You do
not agree to these terms and conditions, do not download or use the NVDLA
Specification.

If You are agreeing to these terms and conditions on behalf of a legal
entity, You represent that You have the legal authority to bind the legal
entity to these terms and conditions.

In consideration of the mutual covenants contained herein, You agree as
follows:

1. DEFINITIONS.

"NVDLA Specification" shall mean and include the design information, code,
and documentation used in designing a deep learning accelerator or creating
a DLA Product, which may include:  HDL, netlists, GDSII files, mask works,
architectural descriptions, interface specifications, microcode, software
source code, documentation source, and configuration files.

"Contributor" shall mean NVIDIA and any owner of a NVDLA Contribution that
NVIDIA has incorporated within the NVDLA Specification.

"Derivative Work" shall mean any work that is based on (or derived from)
any portion of the NVDLA Specification. For the purposes of this License,
Derivative Works shall not include works that remain separable from, or
merely link (or bind by name) to the interfaces of, any portion of the NVDLA
Specification and Derivative Works thereof.

"DLA Product" shall mean a semiconductor chip product or portions thereof
designed or manufactured in accordance with a NVDLA Specification or a
Derivative Work, including any semiconductor chip product embodying a mask
work included in a NVDLA Specification or a Derivative Work.

"NVDLA" means NVIDIA's Deep Learning Accelerator, a hardware design that
accelerates inferencing in System-on-a-Chip designs.

"NVDLA Contribution" shall mean any work of authorship, design, or
inventorship that is intentionally submitted to NVIDIA for inclusion in the
NVDLA Specification by a person authorized to submit the contribution on
behalf of the owner.

"NVDLA Patents" shall mean patents that are necessary to practice the NVDLA
Specification and any Derivative Works.

"NVDLA Patent Rights" shall mean the right to make, have made, use, sell,
offer for sale, and import patents that are necessary to practice the NVDLA
Specification and any Derivative Works.

"Other NVDLA Rights" includes copyright, design right (whether registered or
unregistered), semiconductor topography (mask work) rights, and database
rights to the NVDLA Specification and any Derivative Work.  For the
avoidance of doubt, Other NVDLA Rights does not include patents or
trademarks.

"License" and "Agreement" shall mean the terms and conditions for use,
reproduction, and distribution as set forth in this document.

"You" (or "Your") shall mean an individual or Legal Entity agreeing to the
terms and conditions of this License.

2. LICENSE TO NVDLA PATENTS.

Subject to the terms and conditions of this License, NVIDIA and each
Contributor hereby grant to You a perpetual, worldwide, non-exclusive,
no-charge, royalty-free, irrevocable (except as stated in this section)
license under the NVDLA Patents to make, have made, use, offer to sell,
sell, import, and otherwise transfer DLA Products and the NVDLA
Specification, where such license applies only to those patent claims
licensable by such Contributor that are necessarily infringed either by (i)
their Contribution(s) alone or (ii) the combination of their NVDLA
Contribution(s) with the portion of the NVDLA Specification to which such
NVDLA Contribution(s) was submitted.

If You institute patent litigation against any entity (including a
cross-claim or counterclaim in a lawsuit) alleging that any portion of the
NVDLA Specification, a NVDLA Contribution incorporated within the NVDLA
Specification, or any portion of a DLA Product directly or contributorily
infringes any patent, then any patent licenses granted to You under this
License and Agreement shall terminate as of the date such litigation is
filed.

3. LICENSE TO OTHER NVDLA RIGHTS.

Subject to the terms and conditions of this License, NVIDIA and each
Contributor hereby grant to You a perpetual, worldwide, non-exclusive,
no-charge, royalty-free, irrevocable license under the Other NVDLA Rights to
reproduce, prepare Derivative Works of, publicly display, publicly perform,
sublicense, and distribute the NVDLA Specification and such Derivative
Works, and to commercially exploit any mask works included in the NVDLA
Specification or such Derivative Works.

4. REDISTRIBUTION.

You may reproduce and distribute copies of the NVDLA Specification or
Derivative Works thereof in any medium, with or without modifications,
provided that You meet the following conditions:

  1. You must give any other recipients of the NVDLA Specification or
     Derivative Works a copy of this License and Agreement; and

  2. You must cause any modified files or other portions of the NVDLA
     Specification to carry prominent notices stating that You changed such
     files or other portions; and

  3. You must retain, in any Derivative Works that You distribute, all
     notices, including copyright, patent, trademark, and attribution
     notices, from the NVDLA Specification, excluding those notices that do
     not pertain to any part of the Derivative Works; and

  4. You may add Your own copyright statement to Your modifications and may
     provide additional or different license terms and conditions for use,
     reproduction, or distribution of Your modifications, or for any such
     Derivative Works as a whole, provided Your use, reproduction, and
     distribution of the NVDLA Specification otherwise complies with the
     conditions stated in this License and Agreement.

5. SUBMISSION OF NVDLA CONTRIBUTIONS.

You are not required to submit contributions to the NVDLA Specification, but
you may do so at your discretion.  Unless You explicitly state otherwise,
any NVDLA Contribution intentionally submitted by you to NVIDIA for
inclusion in the NVDLA Specification shall be provided under the terms and
conditions of this License and Agreement, without any additional terms or
conditions.  NVIDIA is under no obligation to consider, review, or
incorporate any NVDLA Contribution into any version of the NVDLA
Specification

6. TRADEMARKS.
 
This License does not grant permission to use the trade names, trademarks,
service marks, or product names ("Marks") of NVIDIA or any Contributor,
except as required for reasonable and customary use in describing the origin
of the NVDLA Specification.  For DLA Products that are compatible with NVDLA
interfaces, NVIDIA and You may mutually agree on certain marketing
activities and branding involving the use of NVIDIA's Marks under separate
agreement and/or supplemental terms.

7. NO IMPLIED RIGHTS.

Except for the licenses expressly set forth herein, no other licenses are
granted hereunder whether by implication, estoppel or otherwise.  This
License and Agreement provides you with no implied rights or licenses to the
intellectual property of NVIDIA or any Contributor.

8. DISCLAIMER OF WARRANTY.

Unless required by applicable law or agreed to in writing, NVIDIA provides
the NVDLA Specification (and each Contributor provides its NVDLA
Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY
KIND, either express or implied, including, without limitation, any
warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or
FITNESS FOR A PARTICULAR PURPOSE.

You are solely responsible for determining the appropriateness of Your use
of NVDLA, the NVDLA Specification, or any DLA Product, and You assume all
associated risks, including but not limited to the risks and costs of damage
to or loss of data, programs or equipment, and unavailability or
interruption of operations.  You agree to comply with all regulations and
safety standards applicable to Your use of NVDLA and the NVDLA
Specification.  You acknowledge that the NVDLA and NVDLA Specification
provided to You under this Agreement are not intended to be used, without
additional safeguards and/or process technology, to control or operate
machines that can lead to personal injury, death, or severe physical or
environmental damage, and if You make, use, or sell such machines, You agree
to assume all liability therefor and will comply with all applicable
safety-related laws, regulations, and best industry practices.

9. LIMITATION OF LIABILITY.

In no event and under no legal theory, whether in tort (including
negligence), contract, or otherwise, shall NVIDIA or any Contributor be
liable to You for damages, including any direct, indirect, special,
incidental, or consequential damages of any character arising as a result of
this License and Agreement, or arising out of the use or inability to use
any DLA Product (including but not limited to damages for loss of goodwill,
work stoppage, computer failure or malfunction, or any and all other
commercial damages or losses).

10. WAIVER AND INDEMNITY.

You agree to waive any and all claims against NVIDIA and each Contributor
arising from Your use of NVDLA or the NVDLA Specification.  If Your use of
the NVDLA, the NVDLA Specification, or any portion thereof, results in any
liabilities, demands, damages, expenses or losses arising from such use,
including any damages from products based on, or resulting from, Your use of
NVDLA or the NVDLA Specification licensed under this Agreement, You shall
indemnify and hold harmless NVIDIA and each Contributor to the extent
permitted by law.  In addition, You agree to defend, indemnify, and hold
NVIDIA and each Contributor harmless from any claim brought by a third party
alleging any defect in the design, manufacture, or any Product which You
make, have made, sell, or distribute pursuant to this Agreement.  Your sole
remedy for any such matter shall be the immediate, unilateral termination of
this Agreement.

END OF OPEN NVDLA LICENSE AND AGREEMENT