                 NVIDIA DATA CENTER GPU MANAGER LICENSE

This license is a legal agreement between you and NVIDIA Corporation ("NVIDIA")
and governs your use of the NVIDIA Data Center GPU Manager (DCGM) software and
materials provided hereunder ("SOFTWARE").

This license can be accepted only by an adult of legal age of majority in the
country in which the SOFTWARE is used. If you are under the legal age of
majority, you must ask your parent or legal guardian to consent to this license.
If you are entering into this license on behalf of a company or other legal
entity, you represent that you have legal authority and "you" will mean the
entity you represent.

By using the SOFTWARE, you affirm that you have reached the legal age of
majority, you accept the terms of this license, and you take legal and financial
responsibility for the actions of your permitted users.

You agree to use the SOFTWARE only for purposes that are permitted by (a) this
license, and (b) any applicable law, regulation or generally accepted practices
or guidelines in the relevant jurisdictions.

1. LICENSE
Subject to the terms of this license, NVIDIA hereby grants you a
non-exclusive, non-transferable license to install and use the SOFTWARE for your
purposes in systems with NVIDIA GPUs.

2. LIMITATIONS
Your license to use the SOFTWARE is restricted as follows:
a. You may not reverse engineer, decompile or disassemble, or remove copyright
or other proprietary notices from any portion of the SOFTWARE or copies of the
SOFTWARE.
b. You may not modify or create derivative works of any portion of the SOFTWARE.
c. Except as provided in this license, you may not sell, rent, sublicense,
transfer or distribute the SOFTWARE, or make its functionality available to
others.
d. You may not bypass, disable, or circumvent any technical limitations,
encryption, security, digital rights management or authentication mechanism in
the SOFTWARE.
e. You may not use the SOFTWARE in any manner that would cause it to become
subject to an open source software license. As examples, licenses that require
as a condition of use, modification, and/or distribution that the SOFTWARE be
(i) disclosed or distributed in source code form; (ii) licensed for the purpose
of making derivative works; or (iii) redistributable at no charge.

3. AUTHORIZED USERS
You may allow employees and contractors of your entity or
of your subsidiary(ies) to access and use the SOFTWARE from your secure network
to perform work on your behalf. If you are an academic institution you may allow
users enrolled or employed by the academic institution to access and use the
SOFTWARE from your secure network. You are responsible for the compliance with
the terms of this license by your authorized users.

4. UPDATES
NVIDIA is not obligated to support or update the SOFTWARE. This
license also applies to SOFTWARE patches, workarounds or other updates, unless
other terms accompany those items.

5. PRE-RELEASE VERSIONS
SOFTWARE versions identified as alpha, beta, preview,
early access or otherwise as pre-release may not be fully functional, may
contain errors or design flaws, and may have reduced or different security,
privacy, availability, and reliability standards relative to commercial versions
of NVIDIA software and materials. You may use a pre-release SOFTWARE version at
your own risk, understanding that these versions are not intended for use in
production or business-critical systems.

6. THIRD-PARTY COMPONENTS
The SOFTWARE may include third-party components with
separate legal notices or terms as may be described in proprietary notices
accompanying the SOFTWARE. If and to the extent there is a conflict between the
terms in this license and the third-party license terms, the third-party terms
control only to the extent necessary to resolve the conflict.

7. OWNERSHIP
NVIDIA reserves all rights, title and interest in and to the
SOFTWARE not expressly granted to you under this license. The SOFTWARE and the
related intellectual property rights therein are and will remain the sole and
exclusive property of NVIDIA or its licensors. The SOFTWARE is copyrighted and
protected by the laws of the United States and other countries, and
international treaty provisions.

8. FEEDBACK
You may, but are not obligated to, provide to NVIDIA suggestions,
fixes, modifications, feature requests or other feedback regarding the SOFTWARE
("Feedback"). For any Feedback that you voluntarily provide, you hereby grant
NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable
license to use, reproduce, modify, license, sublicense (through multiple tiers
of sublicensees), and distribute (through multiple tiers of distributors) the
Feedback without the payment of any royalties or fees to you. NVIDIA will use
Feedback at its choice.

9. NO WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR
IMPLIED WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA
DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE
OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL
BE CORRECTED. NVIDIA does not warrant or assume responsibility for the accuracy
or completeness of any information, text, graphics, links or other items
contained within the SOFTWARE.

10. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA
AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, PROJECT DELAYS, LOSS OF USE, LOSS OF
DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING
OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OR PERFORMANCE OF THE
SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF NVIDIA HAS PREVIOUSLY
BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL NVIDIA"S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY
UNDER OR ARISING OUT OF THIS LICENSE EXCEED US$10.00. THE NATURE OF THE
LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS
LIMIT.

11. TERMINATION
Your rights under this license will terminate automatically
without notice from NVIDIA if you fail to comply with any term of this license
or if you commence or participate in any legal proceeding against NVIDIA with
respect to the SOFTWARE. NVIDIA may terminate this license with advance written
notice to you, if NVIDIA decides to no longer provide the SOFTWARE in a country
or, in NVIDIA"s sole discretion, the continued use of it is no longer
commercially viable. Upon any termination of this license, you agree to promptly
discontinue use of the SOFTWARE and destroy all copies in your possession or
control. All provisions of this license will survive termination, except for the
license granted to you.

12. APPLICABLE LAW
This license will be governed in all respects by the laws of
the United States and of the State of Delaware as those laws are applied to
contracts entered into and performed entirely within Delaware by Delaware
residents, without regard to the conflicts of laws principles. The United
Nations Convention on Contracts for the International Sale of Goods is
specifically disclaimed. You agree to all terms of this Agreement in the English
language. The state or federal courts residing in Santa Clara County, California
shall have exclusive jurisdiction over any dispute or claim arising out of this
license. Notwithstanding this, you agree that NVIDIA shall still be allowed to
apply for injunctive remedies or an equivalent type of urgent legal relief in
any jurisdiction.

13. NO ASSIGNMENT
This license and your rights and obligations thereunder may
not be assigned by you by any means or operation of law without NVIDIA"s
permission. Any attempted assignment not approved by NVIDIA in writing shall be
void and of no effect.

14. EXPORT
The SOFTWARE is subject to United States export laws and
regulations. You agree to comply with all applicable U.S. and international
export laws, including the Export Administration Regulations (EAR) administered
by the U.S. Department of Commerce and economic sanctions administered by the
U.S. Department of Treasury"s Office of Foreign Assets Control (OFAC). These
laws include restrictions on destinations, end-users and end-use. By accepting
this license, you confirm that you are not currently residing in a country or
region currently embargoed by the U.S. and that you are not otherwise prohibited
from receiving the SOFTWARE.

15. GOVERNMENT USE
The SOFTWARE is, and shall be treated as being, "Commercial
Items" as that term is defined at 48 CFR " 2.101, consisting of "commercial
computer software" and "commercial computer software documentation",
respectively, as such terms are used in, respectively, 48 CFR " 12.212 and 48
CFR "" 227.7202 & 252.227-7014(a)(1). Use, duplication or disclosure by the U.S.
Government or a U.S. Government subcontractor is subject to the restrictions in
this license pursuant to 48 CFR " 12.212 or 48 CFR " 227.7202. In no event shall
the US Government user acquire rights in the SOFTWARE beyond those specified in
48 C.F.R. 52.227-19(b)(1)-(2).

16. NOTICES
Please direct your legal notices or other correspondence to NVIDIA
Corporation, 2788 San Tomas Expressway, Santa Clara, California 95051, United
States of America, Attention: Legal Department.

17. ENTIRE AGREEMENT
This license is the final, complete and exclusive
agreement between the parties relating to the subject matter of this license and
supersedes all prior or contemporaneous understandings and agreements relating
to this subject matter, whether oral or written. If any court of competent
jurisdiction determines that any provision of this license is illegal, invalid
or unenforceable, the remaining provisions will remain in full force and effect.
This license may only be modified in a writing signed by an authorized
representative of each party.

(v. January 22, 2021)












