TERMS OF USE FOR NVIDIA & VMWARE TEST DRIVE

The NVIDIA & VMware Test Drive, and any content available through Test Drive, is available for your personal evaluation and non-commercial use on your Computer only. Subject to these Terms of Use and during the limited trial period, NVIDIA grants you a limited, non-exclusive, non-transferable, revocable license to access Test Drive during the trial period, and use client software for operating your Computer with Test Drive, to access applications, content, and online services ("Test Drive Content") that are available in or through the NVIDIA & VMware Test Drive on your Computer. Computers are sold separately and may be governed by separate terms and conditions which cover any issues related to your Computer and its compatibility with Test Drive.

Except for the foregoing limited licenses, no right, title or interest in and to the NVIDIA & VMware Test Drive, Test Drive Content or client software are granted to you, and NVIDIA and its licensors reserve all rights, interests, and remedies in connection with the NVIDIA & VMware Test Drive, Test Drive Content and client software.

You may not sell, rent, sublicense, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the NVIDIA & VMware Test Drive, Test Drive Content or client software. Except as stated in these Terms of Use or otherwise expressly permitted by NVIDIA in writing, you may not reproduce or transfer any portion of the NVIDIA & VMware Test Drive, Test Drive Content and client software. You may not create any derivative works, attempt to create the source code from the object code, or download or use any NVIDIA & VMware Test Drive, Test Drive Content or client software for any purpose other than as expressly permitted. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the NVIDIA & VMware Test Drive, Test Drive Content or client software, or share your account password with any other person. You agree to notify NVIDIA immediately of any unauthorized use of your password or account. The NVIDIA & VMware Test Drive, Test Drive Content and client software is not licensed to you for resale or distribution. You acknowledge that the content providers and licensors of Test Drive Content are intended third party beneficiaries who have rights to enforce these Terms of Use against you and your permitted users.

The quality of streaming the NVIDIA & VMware Test Drive on your Computer may vary and be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. NVIDIA makes no representations or warranties about the quality of your user experience.

The NVIDIA & VMware Test Drive may enable access to Test Drive Content from third parties ("Third Party Content"). Such Third Party Content may not be available in all languages or in all countries and availability may change from time to time. Use of the Third Party Content may require you to accept additional terms and may be subject to additional fees. NVIDIA does not endorse or assume any responsibility for any Third Party Content, information, materials, products, or services. If you access a third party website from the NVIDIA Service, you do so at your own risk, and you understand that these Terms of Use and NVIDIA's Privacy Policy do not apply to your use of such sites. You expressly release, indemnify, and hold NVIDIA harmless from any and all liability arising from your use of any Third Party Content, website, service, or other materials. THIRD PARTY CONTENT IS OWNED OR OPERATED BY THIRD PARTIES THAT MAY NOT BE RELATED TO WITH OR SPONSORED BY NVIDIA AND MAY NOT BE AUTHORIZED FOR USE WITH OUR SERVICE IN ALL COUNTRIES. USE OF THIRD PARTY CONTENT IS AT YOUR OWN OPTION AND RISK.

NVIDIA may terminate or restrict your use of the NVIDIA & VMware Test Drive at any time and for any or no reason. Your rights under these Terms of Use will terminate automatically without notice from NVIDIA if you, or NVIDIA suspects you, fail to comply with these Terms of Use or engage in illegal or improper use of the NVIDIA & VMware Test Drive or Test Drive Content. Upon the termination of these Terms of Use, access to the NVIDIA & VMware Test Drive and Test Drive Content will be disabled.

The sole act of termination or suspension of the NVIDIA & VMware Test Drive and these Terms of Use by NVIDIA, for any reason, will under no circumstances result in any liability for NVIDIA. You are responsible for backing up all data and content, and acknowledge that NVIDIA has no obligation to store or return any data or content created or used in connection with the NVIDIA & VMware Test Drive, whether during or after the termination of the operation of the NVIDIA & VMware Test Drive.

NVIDIA respects the privacy of all visitors to the NVIDIA & VMware Test Drive and is committed to implementing appropriate protections for any Personal Information and other information that our users share with us. You acknowledge and agree that NVIDIA may monitor your use of the NVIDIA & VMware Test Drive and may collect system and application data used with the NVIDIA & VMware Test Drive for statistical and compliance purposes. Please review NVIDIA's Online Privacy Policy, which set forth our policies and procedures regarding our collection, use, and/or sharing of your information, at privacy policy, the terms of which are incorporated herein.

THE NVIDIA & VMWARE TEST DRIVE, TEST DRIVE CONTENT, CLIENT SOFTWARE AND ALL THIRD PARTY CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NVIDIA & VMWARE TEST DRIVE, TEST DRIVE CONTENT AND CLIENT SOFTWARE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NVIDIA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE NVIDIA & VMWARE TEST DRIVE, TEST DRIVE CONTENT AND CLIENT SOFTWARE IS ACCURATE, RELIABLE, ERROR-FREE OR CORRECT; THAT THE NVIDIA & VMWARE TEST DRIVE WILL MEET YOUR REQUIREMENTS; THAT THE NVIDIA & VMWARE TEST DRIVE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE NVIDIA & VMWARE TEST DRIVE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NVIDIA & VMWARE TEST DRIVE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE NVIDIA & VMWARE TEST DRIVE, TEST DRIVE CONTENT, AND CLIENT SOFTWARE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF USE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF USE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IN NO EVENT SHALL NVIDIA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR USE ARISING OUT OF OR IN CONNECTION WITH THIS LIMITED WARRANTY, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NVIDIA'S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE, REGARDLESS OF FORM OF ACTION, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100). SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

These Terms of Use gives you specific legal rights. You may also have other rights which vary from state to state, and jurisdiction to jurisdiction. You hereby agree to all terms of this warranty in the English language. These Terms of Use and all disputes that may arise from it arise out of use of the NVIDIA & VMware Test Drive, Test Drive Content and client software in interstate commerce and shall be governed by the Federal Arbitration Act, in addition to the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

Arbitration. For any dispute with NVIDIA, you agree to first contact us at by U.S. Mail at NVIDIA Corporation, ATTN: NVIDIA & VMware Test Drive-Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and attempt to resolve the dispute with us informally. In the unlikely event that NVIDIA has not been able to resolve a dispute it has with you within 60 days of your original informal claim (or sooner if, in NVIDIA's opinion, a dispute is not likely to be resolved within 60 days), we each agree to resolve any claim, dispute, or controversy (excluding any NVIDIA claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, "Claims"), 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. JAMS may be contacted at www.jamsadr.com and will require you to pay an initial filing fee of $250.00 (unless you successfully apply for a waiver of this fee from JAMS). All other JAMS costs associated with the arbitration will be borne by the party that loses the arbitration. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS Office to Santa Clara County), unless you request an in-person hearing in your hometown or you 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 Claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California.

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NVIDIA without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

If NVIDIA needs to contact you about the NVIDIA & VMware Test Drive, you consent to receive the notices by email. You agree that any such notices that we send you electronically will satisfy any legal communication requirements. NVIDIA is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the NVIDIA & VMware Test Drive, including the NVIDIA website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the NVIDIA & VMware Test Drive, and you hereby assign to NVIDIA any and all rights in any Feedback you provide. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. If you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you hereby irrevocably waive any claim against NVIDIA and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

These Terms of Use, together with any amendments and any additional agreements you may enter into with NVIDIA in connection with the NVIDIA & VMware Test Drive, shall constitute the entire agreement between you and NVIDIA concerning the NVIDIA & VMware Test Drive. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and NVIDIA's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

These Terms of Use were last modified on April 13, 2018.