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

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.