NVIDIA OMNIVERSE LICENSE AGREEMENT
This license, including the terms referenced is a legal agreement between you and NVIDIA Corporation (“NVIDIA”) and governs the use of NVIDIA Omniverse for both individuals and Omniverse Enterprise Subscriptions. By accessing or using Omniverse and the associated services, as applicable, you are affirming that you have read and agree to this license.
This license can be accepted only by an adult of legal age of majority in the country in which Omniverse 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 the legal authority to bind the entity to this license, in which case “you” will mean the entity you represent.
If you don’t have the required age or authority to accept this license, or if you don’t accept all the terms and conditions of this license, do not use Omniverse.
You agree to use Omniverse 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. Definitions.
1.1 “App” means a NVIDIA application. An App is typically a user persona specific tool, service or workflow.
1.2 “Batch” means a NVIDIA batch processing tool for rendering and microservices.
1.3 “Configurator Runtime” means software-based tools or applications that facilitate the customization or modification of digital or physical products by selecting or adjusting the features, components or design elements of a product through a digital interactive interface.
1.4 “Connector” means a NVIDIA plug-in between Omniverse Products and certain third-party content creation tools or a file format converter.
1.5 “Connect SDK” means the NVIDIA software development kit and associated libraries for developing Connectors which enables Apps, and other software applications to communicate with each other.
1.6 “Content” means a NVIDIA audio asset, 2D asset or 3D asset.
1.7 “Contribution” means any code, in source code format or object code format, or any other information or content, that you make available to NVIDIA by any means (e.g., via submissions to forums, or via the Exchange, or NVIDIA’s GitHub Omniverse repository, or through email or otherwise), except for: (i) those portions of your applications and extensions developed on top of Apps and Extensions without modifying the Apps and Extensions, and (ii) derivative works of Content as authorized under Section 2.1 (e), which are not Contributions.
1.8 “Enterprise Support” means your access to the then-current support offerings for the Omniverse Products described at https://docs.nvidia.com/enterprise-services-policy.pdf.
1.9 “Exchange” means a feature of the Launcher that allows the exchange of Omniverse Products with other Omniverse Licensees.
1.10 “Extension” means a uniquely named and versioned software package that enables new capabilities, workflows, UIs or services in Kit.
1.11 “Feedback” means suggestions, fixes, modifications, feature requests or other feedback regarding Omniverse, including proposed changes.
1.12 “Kit” means a NVIDIA toolkit including Extensions for the development of applications, microservices or plugins.
1.13 “Launcher” means a download manager for Omniverse Products.
1.14 “License Portal” means the website https://nvid.nvidia.com and its subdomains, including (but not limited to) the associated software and services, from which certain Omniverse users can obtain designated Omniverse Products not generally available from the Omniverse Website.
1.15 “Mod” means user-generated content developed using the NVIDIA RTX Remix App, usually using existing content as a foundation.
1.16 “Nucleus” means a NVIDIA application that enables collaboration services.
1.17 “Omniverse” means the Omniverse Website, License Portal and Omniverse Products.
1.18 “Omniverse GitHub Repository” means the repository at https://github.com/NVIDIA-Omniverse.
1.19 “Omniverse Licensee” means a third party who is separately licensed by NVIDIA to use the Omniverse Products.
1.20 “Omniverse Products” means the NVIDIA published content that can be downloaded from the Omniverse Website or the License Portal such as the Launcher, Nucleus, Connectors, Connect SDK, Apps, Kits, Batch, Extensions, Content, and Utility Tools each as available at NVIDIA’s discretion exclusive of Third-Party Published Content.
1.21 “Omniverse Website” means the website http://www.nvidia.com/omniverse/ and its subdomains, including (but not limited to) the associated software and services.
1.22 “Project Content” means a game, application, software, or other content that you develop using Omniverse Products.
1.23 “Public Distribution” means to provide Omniverse or otherwise make a copy available, or to make Omniverse functionality available to third parties.
1.24 “Third-Party Published Content” means any content from third party publishers available to Omniverse users.
1.25 “Utility Tools” means tools for use with Omniverse Products for troubleshooting, diagnostics, performance analysis and maintenance.
2. Licenses.
2.1 Grant to Omniverse Products. Subject to the terms of this license and payment of fees (where applicable), NVIDIA grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this license) license to use the NVIDIA Omniverse Products as follows:
Install and use copies of the Launcher, Nucleus, Connectors, Connect SDK, Apps, Kits, Batch, Extensions, Content, and Utility Tools subject to the applicable limitations of your license (for example, your license type and duration),
Install and use a single instance of Nucleus Enterprise Subscription License that is bridged with the NVIDIA Omniverse Cloud, and such Nucleus instance can be accessed by any number of NVIDIA Omniverse Cloud users,
Configure Omniverse Products using the configuration files provided (as applicable),
Modify and create derivative works of source code provided by NVIDIA as part of the Apps and Extensions, and any Public Distribution (i.e., intended for Omniverse Licensees generally) which includes Apps and Extensions (including as modified by you under this license) must take place either through the Exchange or through a fork of the Omniverse GitHub Repository,
Modify and create derivative works of: the sample or reference source code delivered in the Utility Tools, and the Content,
Distribute Connect SDK (unmodified or as modified by you),
Distribute those Extensions that are identified as samples (unmodified or as modified by you),
Distribute snippets of any Extensions, up to 30 lines of code in length, online in public forums for the sole purpose of discussing the content of the snippet, or distribute such snippets in connection with supporting patches and plug-ins for the Extension or other Omniverse Products, so long as it is not to aggregate, recombine, or reconstruct any larger portion of the Extension,
While you have Enterprise Subscription Licenses for Omniverse Products, redistribute the software components listed at https://docs.omniverse.nvidia.com/platform/latest/common/redistributable-ov-software.html (unmodified or as modified by you) to the extent they are incorporated into a Configurator Runtime that runs on the NVIDIA Graphics Delivery Network (GDN) service. You must enter into a separate agreement with NVIDIA to use the GDN service,
Distribute extensions or applications, other than a Configurator Runtime, that you develop using the Kit and/or Extensions, provided that the Kit itself is not distributed and that Extensions are only distributed pursuant to the grants in subsections 2(f), 2(g) or 2(h),
Distribute Content (unmodified or as modified by you) as incorporated into your products or services for the purpose of enhancing your work, but not deploy or distribute the Content on a stand-alone basis,
Distribute user generated content that you develop using Omniverse, such as video, audio, stills, Mods, odels, 3D assets and screen captures, and
Execute batch jobs using Omniverse Products obtained from the License Portal, such as rendering, on compute nodes up to the number of GPUs authorized in your license.
2.2 Terms for Third-Party Published Content. On Omniverse, users may find content from third party publishers, as available from time to time. NVIDIA encourages you to review the license, privacy statements and other documents (as applicable) for the Third-Party Published Content that you choose to obtain, including so that you can understand how the provider may collect, use and share your data. When you obtain Third-Party Published Content delivered by NVIDIA, NVIDIA may also share your registration information and information about your use with the third-party provider. NVIDIA is not responsible for the licenses, privacy statements or practices of other companies or organizations.
NVIDIA does not provide any warranties or support, nor shall NVIDIA be liable to you or third parties with respect to use of Third-Party Published Content. Any claims related to your use of Third-Party Published Content is solely between you and the licensor.
2.3 Promotional Offerings. NVIDIA may, from time to time, offer free or discounted pricing programs covering certain uses of Omniverse Products, as examples for evaluation or academic use. NVIDIA may stop accepting new sign-ups or discontinue a promotional offering at any time. Standard charges will apply after a promotional offering end or if you exceed the promotional offering use terms. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for a promotional offering as described in the corresponding offer terms.
2.4 License Types.
Omniverse Products obtained by individuals from the Omniverse Website under this license may be used commercially, provided however that (a) an authorized user can only use Nucleus, Connectors, Apps and Kits without Enterprise Support with one other individual in your entity or its affiliates to create Project Content without purchasing Subscription Licenses and (b) use of Batch by an individual is limited to two GPUs. For clarity, an entity and its affiliates may have multiple groups of up to two individuals creating Project Content without purchasing Subscription Licenses. Omniverse Enterprise Subscription Licenses are required for an authorized user to use Nucleus, Connectors, Apps and Kits with three or more individuals in your entity or affiliates to create Project Content. The License Portal contains Omniverse Products available under Subscription Licenses.
Omniverse Products in the License Portal are licensed under the license types below; and not all license types may be available for each Omniverse Product. Your order, license key and/or the product description will indicate the features of your license. If a product description indicates more than one limitation, for example GPU, each such limit may not be exceeded.
“Subscription License” means a license with a fixed duration and inclusive of certain Enterprise Support for the duration of the license. You may have the option to purchase additional Enterprise Support for the duration of a Subscription License, based on NVIDIA’s then-current service offerings.
“GPU” means (i) for on-premise deployments, the number of physical GPUs in the computing environment which is accessed by the Omniverse Product, or (ii) in a cloud computing environment, the number of GPUs attached to the compute instance on which the Omniverse Product is installed. For per GPU licenses, NVIDIA requires one Omniverse Product license for each GPU. For Omniverse Products that are licensed under the Agreement to run on computing environments or compute instances without an NVIDIA GPU, NVIDIA requires one Omniverse Product license for each computing environment, or compute instance.
“Named User License” means a license that may only be used by a single named authorized user and such authorized user may not re-assign or share the license with any other person (including, without limitation, other authorized users); provided, however, that if the named authorized user is no longer employed or no longer requires any access to Omniverse Product as part of his or her job, you may re-assign a named user license to a new named authorized user. You shall track the names and the access period of individuals in conjunction with the use of Named User Licenses.
3. Distribution Requirements.
These are the distribution requirements for you to exercise the distribution grants described above:
3.1 For Omniverse Products distributed that contain NVIDIA source code, you shall include the following notice: “This software contains source code provided by NVIDIA Corporation.”
3.2 The terms under which you distribute Omniverse Products must be at least as protective as the terms of this license (including, but not limited to, terms relating to the license grant, license restrictions and protection of NVIDIA’s intellectual property rights).
5. Limitations.
Your license to use Omniverse is restricted as follows:
5.1 You shall use Omniverse exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others.
5.2 You may not combine the use of paid and unpaid Omniverse Products to bypass paying license or service fees to NVIDIA. If three or more individuals in your entity or its affiliates collaborate to create Project Content, Subscription Licenses are required.
5.3 You may not reverse engineer, decompile or disassemble, or remove copyright or other proprietary notices from any portion of the Omniverse Products or copies of the Omniverse Products.
5.4 Except as expressly provided in this license, you may not copy, sell, rent, sublicense, transfer, distribute, modify or create derivative works of any portion of Omniverse, including (without limitation) in any publicly accessible software repositories.
5.5 You are not licensed to use Omniverse Products to provide a service to third parties as a hosted or managed service without having a separate agreement with NVIDIA for this purpose. You may contact
omniverse-license-questions@nvidia.comwith a request for a license.5.6 You may not indicate that a product or service developed with Omniverse is sponsored or endorsed by NVIDIA.
5.7 You may not bypass, disable, or circumvent any technical limitations, encryption, security, digital rights management or authentication mechanism in Omniverse.
5.8 You may not misuse, disrupt or exploit NVIDIA servers for any unauthorized use, or try to access areas not intended for users, or upload to NVIDIA servers any malware (such as viruses, drop dead device, worm, trojan horse, trap, back door or other software routine of such nature), or use NVIDIA servers for any form of excessive automated bulk activity, or to relay any other form of unsolicited advertising or solicitation.
5.9 You may not use the Omniverse Products in any manner that would cause them to become subject to an open source software or shareware license. As examples, licenses that require as a condition of use, modification, and/or distribution that the Omniverse Products be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
5.10 Unless you have an agreement with NVIDIA for the use of Omniverse in critical applications, you may not use the Omniverse Products with any system or application where the use or failure of the system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use in avionics, navigation, military, medical, life support or other life critical applications. NVIDIA does not design, test or manufacture the Omniverse Products for these critical uses and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such uses.
5.11 You agree to defend, indemnify and hold harmless NVIDIA and its affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to your use of Omniverse outside of the scope of this license, or not in compliance with its terms. If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.
5.12 You may not distribute or disclose to third parties the output of the Utility Tools where the output reveals functionality or performance data pertinent to NVIDIA hardware or software products, results of benchmarking, competitive analysis, regression or performance data relating to the Utility Tools or NVIDIA GPUs without the prior written permission from NVIDIA.
5.13 You may not replace any NVIDIA software components in the Omniverse Products that are governed by this license with other software that implements NVIDIA APIs.
5.14 You may not use the Omniverse Products for the purpose of developing competing products or technologies or assisting a third party in such activities.
Updates and Support.
NVIDIA will at its sole discretion update the Omniverse Website, License Portal and Omniverse Products that are available from the Omniverse Website and License Portal. NVIDIA and you may consent to update over the air your version of the Launcher. Except if pursuant to an accepted order, NVIDIA is under no obligation to provide Enterprise Support services. Unless revisions are provided with their separate governing terms, they are deemed part of the Omniverse Website, License Portal or the Omniverse Product, as applicable, and governed by this license.
Log-In Information.
You are responsible for maintaining your NVIDIA Account log-in information secure for your use only, and for the activities under your account. You agree to notify NVIDIA of any known unauthorized use of your NVIDIA account.
Pre-Release Versions.
The Omniverse Website and/or Omniverse Products 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 offerings. You may use a pre-release Omniverse offering at your own risk, understanding that such versions are not intended for use in business-critical systems. NVIDIA may choose not to make available a commercial version of any pre-release Omniverse offering. NVIDIA may also choose to abandon development and terminate the availability of a pre-release Omniverse offering at any time without liability.
Components Under Other Licenses.
Omniverse may include NVIDIA or third-party components with separate legal notices or terms as may be described in proprietary notices accompanying the Omniverse component. If and to the extent there is a conflict between the terms in this license and the license terms associated with a component, the license terms associated with a component control only to the extent necessary to resolve the conflict.
To obtain source code for software provided under licenses that require redistribution of source code, including the GNU General Public License (GPL) and GNU Lesser General Public License (LGPL),
contact oss-requests@nvidia.com. This offer is valid for a period of three (3) years from the date of the distribution of this product by NVIDIA CORPORATION.It is your responsibility to have appropriate rights or licenses for content you use to create Mods.
Ownership.
NVIDIA reserves all rights, title and interest in and to Omniverse not expressly granted to you under this license. NVIDIA and its suppliers hold all rights, title and interest in and to Omniverse, including their respective intellectual property rights. Omniverse is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.
Feedback.
You may, but are not obligated to, provide Feedback to NVIDIA or a NVIDIA Affiliate. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for NVIDIA. NVIDIA and its designees have a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, publicly display, modify, create derivative works of, license, sublicense, and otherwise distribute and exploit Feedback as NVIDIA sees fit without payment and without obligation or restriction of any kind on account of intellectual property rights or otherwise. You represent and warrant that you have sufficient rights in any Feedback that you provide to grant the rights described above.
Contribution.
If you make a Contribution as described in this license, you hereby assign to NVIDIA all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights are not effectively assigned under applicable law, you hereby grant NVIDIA and its designees a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country. If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert such rights. NVIDIA will use the Contribution as it sees fit without payment and without obligation or restriction of any kind on account of intellectual property rights or otherwise. You represent and warrant that you have sufficient rights in any Contributions that you provide to grant the rights described above.
Data Collection.
13.1 Collection Purposes. Customer hereby acknowledges that Omniverse Products collect the following data for the following purposes: (i) configuration, operating system and installation data to optimize for better performance; (ii) feature usage data to improve stability and understand user workflow; and (iii) performance logs for diagnostic and troubleshooting purposes. Further, NVIDIA may require certain personal information such as name, email address, and entitlement information to deliver or provide Omniverse Products including the Enterprise Support services to Customer and its authorized users.
13.2 If you are using Omniverse Products without purchasing a Subscription License, you can opt-out of data collection by visiting https://docs.omniverse.nvidia.com/platform/latest/common/data-collection.html, and you can exercise the data subject rights by visiting https://www.nvidia.com/en-us/about-nvidia/privacy-center/. If you are using Omniverse Products under a Subscription License, there is no data collection by default and you can opt-into data collection by visiting https://docs.omniverse.nvidia.com/launcher/latest/it-managed-launcher/data-collection-faq.html. Subscription License users can exercise data subject rights by submitting a request in Enterprise Support portal.
13.3 Omniverse may contain links to websites and services. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share your data. NVIDIA is not responsible for the privacy statements or practices of sites and services controlled by other companies or organizations.
13.4 You should review the NVIDIA Privacy Policy, located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy/, which explains NVIDIA’s policy for collecting and using data.
No Warranties.
OMNIVERSE IS PROVIDED AS-IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NVIDIA DOES NOT WARRANT THAT OMNIVERSE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS CAN OR 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 in Omniverse.
Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR 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 OMNIVERSE, 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 AND REGARDLESS IF A REMEDY FAILS ITS ESSENTIAL PURPOSE. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS LICENSE EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA OR ITS AFFILIATES FOR YOUR USE OF THE PARTICULAR UNEXPIRED OMNIVERSE LICENSES GIVING RISE TO THE CLAIM BEFORE THE LIABILITY AROSE (or up to US$10.00 if you obtained licenses or services at no charge). THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. The disclaimers, exclusions and limitations of liability set forth in this license form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of the license, including, without limitation, the economic terms, would be substantially different.
Termination.
16.1 NVIDIA may terminate this license upon notice if: (i) you fail to comply with any term of this license and the non-compliance is not fixed within thirty (30) days following notice from NVIDIA (or immediately if you violate NVIDIA’s intellectual property rights); (ii) you commence or participate in any legal proceeding against NVIDIA with respect to Omniverse; or (iii) you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing, or if you cease to do business.
16.2 For Omniverse Products for which NVIDIA indicates a fixed license duration (i.e., a Subscription term), your license ends at the earlier of the expiration or termination of the applicable subscription term or this license. For Omniverse Products for which NVIDIA does not indicate a fixed license duration, either party may terminate the license at any time for convenience with 30 days prior written notice. Each service ends at the earlier of the expiration or termination of the service or this license, or upon the expiration or termination of the associated license and no credit or refund will be provided for any fees paid.
16.3 Upon any expiration or termination of this license, a particular license or a service any amounts owed to NVIDIA become immediately due and payable and you agree to promptly discontinue use of the affected Omniverse Products and destroy all copies in your possession or control. Upon written request, you will certify in writing that you have complied with your commitments under this section. Upon any termination of this license all provisions survive except for the licenses granted to you.
General
17.1 Applicable Law. This license will be governed in all respects by the laws of the United States and of the State of Delaware, 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 license 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 urgent legal relief in any jurisdiction.
17.2 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. NVIDIA may assign, delegate or transfer this license and its rights and obligations, and if to a non-affiliate you will be notified.
17.3 Audit Rights. During the term of this license and for a period of three (3) years thereafter, NVIDIA or an independent auditor will have the right to audit you during regular business hours to check for compliance with the terms of this license. Audits will be conducted no more frequently than annually, unless non-compliance was previously found. If an audit reveals an underpayment, you will promptly remit the full amount of such underpayment to NVIDIA including interest that will accrue (without the requirement of a notice) at the lower of 1.5% per month or the highest rate permissible by law. If the underpaid amount exceeds five percent (5%) of the amounts payable to NVIDIA during the audited period and/or if the audit reveals a material non-conformance with the terms of this license, then you will reimburse NVIDIA’s reasonable audit costs. Further, you agree that the party delivering Omniverse licenses or services to you may share with NVIDIA information regarding your compliance with this license.
17.4 Export. Omniverse 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 assessing or using Omniverse.
17.5 Government Use. Omniverse 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 Omniverse beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2).
17.6 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. If NVIDIA needs to contact you about Omniverse, you consent to receive the notices by email or through Omniverse. You agree that any such notices that NVIDIA sends you electronically will satisfy any legal communication requirements.
17.7 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such force majeure event continues in effect.
17.8 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. Any additional and/or conflicting terms and conditions on any other documents are null, void, and invalid. Any amendment or waiver under this license shall be in writing and signed by representatives of both parties to be valid.
17.9 Licensing. If the distribution terms in this license are not suitable for your organization, or for any questions regarding this license, please contact NVIDIA at
omniverse-license-questions@nvidia.com.
(v. January 12, 2024)