|
Server : Apache/2.4.58 (Win64) OpenSSL/3.1.3 PHP/8.2.12 System : Windows NT SERVER-PC 10.0 build 26200 (Windows 11) AMD64 User : ServerPC ( 0) PHP Version : 8.2.12 Disable Function : NONE Directory : C:/Users/All Users/NVIDIA Corporation/Downloader/latest/NvApp/EULA/ |
Upload File : |
<html>
<head>
<meta http-equiv=Content-Type content="text/html; charset=windows-1252">
<meta name=Generator content="Microsoft Word 15 (filtered)">
<style>
<!--
/* Font Definitions */
@font-face
{font-family:"Cambria Math";
panose-1:2 4 5 3 5 4 6 3 2 4;}
@font-face
{font-family:Calibri;
panose-1:2 15 5 2 2 2 4 3 2 4;}
/* Style Definitions */
p.MsoNormal, li.MsoNormal, div.MsoNormal
{margin-top:0in;
margin-right:0in;
margin-bottom:8.0pt;
margin-left:0in;
line-height:107%;
font-size:11.0pt;
font-family:"Calibri",sans-serif;}
.MsoPapDefault
{margin-bottom:8.0pt;
line-height:107%;}
/* Page Definitions */
@page WordSection1
{size:8.5in 11.0in;
margin:1.0in .75in 1.0in .75in;}
div.WordSection1
{page:WordSection1;}
-->
</style>
</head>
<body lang=EN-US link=blue vlink="#954F72" style='word-wrap:break-word'>
<div class=WordSection1>
<p class=MsoNormal align=center style='text-align:center'>NVIDIA App License
Agreement</p>
<p class=MsoNormal style='text-align:justify'>IMPORTANT NOTICE � PLEASE READ
AND AGREE BEFORE USING THE SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>This license agreement
(�Agreement�) is a legal agreement between you, whether an individual or entity
("you�) and NVIDIA Corporation ("NVIDIA") and governs your use
of the NVIDIA app software and materials provided (�SOFTWARE�).</p>
<p class=MsoNormal style='text-align:justify'>This Agreement 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 Agreement.</p>
<p class=MsoNormal style='text-align:justify'>If you don�t have the required
age or authority to enter into this Agreement or if you don�t accept all the
terms below, do not use the SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>You agree to use the SOFTWARE
only for purposes that are permitted by this Agreement and any applicable law
or regulation in the relevant jurisdictions.</p>
<p class=MsoNormal style='text-align:justify'>1. License.</p>
<p class=MsoNormal style='text-align:justify'>1.1 Grant. Subject to the terms
of this Agreement, NVIDIA grants you a non-exclusive, revocable,
non-transferable and non-sublicensable (except as expressly provided in this
Agreement) license to install and use copies of the SOFTWARE only for use in
systems with NVIDIA GPUs.</p>
<p class=MsoNormal style='text-align:justify'>1.2 Recorded Content. The
SOFTWARE enables you to record electronic activity, including but not limited
to gameplay (�Content�). You are solely responsible for Content and assume all
risk arising from the use and distribution of it.� You agree 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 such Content,
including but not limited to CLAIMS that the Content� (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.</p>
<p class=MsoNormal style='text-align:justify'>2. Limitations. </p>
<p class=MsoNormal style='text-align:justify'>The following license limitations
apply to your use of the SOFTWARE:</p>
<p class=MsoNormal style='text-align:justify'>2.1 You may not reverse engineer,
decompile, or disassemble the SOFTWARE provided in binary form, nor attempt in
any other manner to obtain source code of such SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>2.2 You may not change or remove
copyright or other proprietary notices in the SOFTWARE. </p>
<p class=MsoNormal style='text-align:justify'>2.3 You may not modify or create
derivative works of the SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>2.4 Except as expressly granted
in this Agreement, you may not copy, sell, rent, sublicense, transfer or
distribute the SOFTWARE or make its functionality available to others.</p>
<p class=MsoNormal style='text-align:justify'>2.5 You may not bypass, disable,
or circumvent any technical limitation, encryption, security, digital rights
management or authentication mechanism in the SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>2.6 You may not use the SOFTWARE
for the purpose of developing competing products or technologies or assisting a
third party in such activities.</p>
<p class=MsoNormal style='text-align:justify'>2.7 You may not use the SOFTWARE
in any manner that would cause it to become subject to an open source software
license; subject to the terms in the �Components Under Other Licenses� section
below.</p>
<p class=MsoNormal style='text-align:justify'>2.8 You acknowledge that the
SOFTWARE as delivered is not tested or certified by NVIDIA for use in any
system or application where the use of or failure of such system or application
developed with the SOFTWARE could result in injury, death or catastrophic
damage (each, a "Critical Application"). Examples of Critical
Applications include use in avionics, navigation, autonomous vehicle
applications, automotive products, military, medical, life support or other
life critical applications. NVIDIA will not be liable to you or any third
party, in whole or in part, for any claims or damages arising from these uses.
You are solely responsible for ensuring that systems and applications developed
with the SOFTWARE include sufficient safety and redundancy features, and comply
with all applicable legal and regulatory standards and requirements.</p>
<p class=MsoNormal style='text-align:justify'>2.9 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 products or services that have been developed with or use the
SOFTWARE (including for use in or for Critical Applications), and for use of
the SOFTWARE outside of the scope of this Agreement or not in compliance with
its terms.</p>
<p class=MsoNormal style='text-align:justify'>3. Data Collection.</p>
<p class=MsoNormal style='text-align:justify'>You hereby acknowledge that the
SOFTWARE accesses and collects data to: (a) properly configure and optimize
systems in which the SOFTWARE is installed, (b) deliver software and content
updates through the SOFTWARE, (c) improve application features, (d) redeem
codes for free games, and (e) comply with local privacy laws. Information
collected by the SOFTWARE will include: (i) hardware configuration and ID, (ii)
operating software, (iii) installed games and creative/design applications,
(iv) games and applications settings, performance, and usage data, (v) usage
metrics of the SOFTWARE, and (vi) geographical region.</p>
<p class=MsoNormal style='text-align:justify'>NVIDIA may require certain
personal information such as email address and entitlement information to
deliver or provide certain features or services to you.</p>
<p class=MsoNormal style='text-align:justify'>The SOFTWARE may contain links to
third party 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.</p>
<p class=MsoNormal style='text-align:justify'>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, as well as visit the NVIDIA
Privacy Center, located at https://www.nvidia.com/en-us/privacy-center/, to
manage your consent and privacy preferences.� If you access the SOFTWARE
through your enterprise organization, please contact your systems administrator
with any questions relating to the collection and processing of your data.� If
you are your enterprise organization�s systems administrator, please contact
enterprisesupport@nvidia.com to manage your organization�s privacy preferences.</p>
<p class=MsoNormal style='text-align:justify'>4. Authorized Users.</p>
<p class=MsoNormal style='text-align:justify'>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 the work authorized by this
Agreement 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
as authorized by this Agreement from your secure network. You are responsible
for the compliance with the terms of this Agreement by your authorized users.
Any act or omission that if committed by you would constitute a breach of this
Agreement will be deemed to constitute a breach of this Agreement if committed
by your authorized users.</p>
<p class=MsoNormal style='text-align:justify'>5. Pre-Release SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>SOFTWARE versions or specific
features 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.</p>
<p class=MsoNormal style='text-align:justify'>You may use a pre-release
SOFTWARE at your own risk, understanding that such versions are not intended
for use in production or business-critical systems. NVIDIA may choose not to
make available a commercial version of any pre-release SOFTWARE.</p>
<p class=MsoNormal style='text-align:justify'>6. Updates.</p>
<p class=MsoNormal style='text-align:justify'>NVIDIA may, at its option, make
available patches, workarounds or other updates to the SOFTWARE. Unless the
updates are provided with their separate governing terms, they are deemed part
of the SOFTWARE licensed to you as provided in this Agreement.</p>
<p class=MsoNormal style='text-align:justify'>7. Components Under Other
Licenses.</p>
<p class=MsoNormal style='text-align:justify'>The SOFTWARE may include or be
distributed with components provided with separate legal notices or terms that
accompany the components, such as open source software licenses and other
license terms ("Other Licenses�). The components are subject to the
applicable Other Licenses, including any proprietary notices, disclaimers,
requirements and extended use rights; except that this Agreement will prevail
regarding the use of third-party open source software, unless a third-party
open source software license requires its license terms to prevail. Open source
software license means any software, data or documentation subject to any
license identified as an open source license by the Open Source Initiative
(http://opensource.org), Free Software Foundation (http://www.fsf.org) or other
similar open source organization or listed by the Software Package Data
Exchange (SPDX) Workgroup under the Linux Foundation (http://www.spdx.org).</p>
<p class=MsoNormal style='text-align:justify'>You acknowledge and agree that it
is your sole responsibility to obtain any additional third-party licenses
required to make, have made, use, have used, sell, import, and offer for sale
your products or services that include or incorporate any third-party software
and content, including, without limitation, audio and/or video encoders and
decoders and implementations of technical standards. NVIDIA does not grant to
you under this Agreement any necessary patent or other rights, including
standard essential patent rights, with respect to any third-party software and
content.</p>
<p class=MsoNormal style='text-align:justify'>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.</p>
<p class=MsoNormal style='text-align:justify'>8. Termination.</p>
<p class=MsoNormal style='text-align:justify'>This Agreement will automatically
terminate without notice from NVIDIA if you fail to comply with any of the
terms in this Agreement or if you commence or participate in any legal
proceeding against NVIDIA with respect to the SOFTWARE. Additionally, either
party may terminate this Agreement at any time with prior written notice to the
other party. Upon any termination, you must stop using and destroy all copies
of the SOFTWARE. Upon written request, you will certify in writing that you
have complied with your commitments under this section. All provisions will
survive termination, except for the licenses granted to you.</p>
<p class=MsoNormal style='text-align:justify'>9. Ownership.</p>
<p class=MsoNormal style='text-align:justify'>The SOFTWARE, including all
intellectual property rights, is and will remain the sole and exclusive
property of NVIDIA or its licensors. Except as expressly granted in this
Agreement, (i) NVIDIA reserves all rights, interests, and remedies in
connection with the SOFTWARE, and (ii) no other license or right is granted to
you by implication, estoppel or otherwise. You agree to cooperate with NVIDIA
and provide reasonably requested information to verify your compliance with
this Agreement.</p>
<p class=MsoNormal style='text-align:justify'>10. Feedback.</p>
<p class=MsoNormal style='text-align:justify'>You may, but you are not
obligated to, provide suggestions, requests, fixes, modifications,
enhancements, or other feedback regarding the SOFTWARE (collectively,
�Feedback�). Feedback, even if designated as confidential by you, will not
create any confidentiality obligation for NVIDIA or its affiliates. If you
provide Feedback, you grant NVIDIA, its affiliates and its designees a
non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free,
fully paid-up and transferable license, under your intellectual property
rights, to publicly perform, publicly display, reproduce, use, make, have made,
sell, offer for sale, distribute (through multiple tiers of distribution),
import, create derivative works of and otherwise commercialize and exploit the
Feedback at NVIDIA�s discretion. You will not give Feedback (i) that you have
reason to believe is subject to any restriction that impairs the exercise of
the grant stated in this section; or (ii) subject to license terms which seek
to require any product incorporating or developed using such Feedback, or other
intellectual property of NVIDIA or its affiliates, to be licensed to or
otherwise shared with any third party. </p>
<p class=MsoNormal style='text-align:justify'>11. Disclaimer of Warranties.</p>
<p class=MsoNormal style='text-align:justify'>THE SOFTWARE IS PROVIDED BY
NVIDIA AS-IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, NVIDIA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER
EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF
DEALING. WITHOUT LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT THE
SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; THAT ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT THE SOFTWARE IS
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.� NO INFORMATION OR ADVICE GIVEN BY
NVIDIA WILL IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY PROVIDED IN
THIS AGREEMENT.</p>
<p class=MsoNormal style='text-align:justify'>In addition, you agree that you
are solely responsible for maintaining appropriate data backups and system
restore points for systems that include SOFTWARE, and that NVIDIA will have no
responsibility for any damage or loss to such systems (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.</p>
<p class=MsoNormal style='text-align:justify'>12. Limitations of Liability.</p>
<p class=MsoNormal style='text-align:justify'>TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT WILL NVIDIA BE LIABLE FOR ANY (I) INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR (A)
THE COST OF PROCURING SUBSTITUTE GOODS, OR (B) LOSS OF PROFITS, REVENUES, USE,
DATA OR GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE, AND EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND EVEN IF A PARTY'S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.</p>
<p class=MsoNormal style='text-align:justify'>ADDITIONALLY, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, NVIDIA�S TOTAL CUMULATIVE AGGREGATE
LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR
RELATED TO THIS AGREEMENT WILL NOT EXCEED FIVE U.S. DOLLARS (US$5).</p>
<p class=MsoNormal style='text-align:justify'>13. Governing Law and Dispute
Resolution.</p>
<p class=MsoNormal style='text-align:justify'>13.1 Informal Resolution. If you
or NVIDIA have any dispute, claim or controversy arising out of or relating
to NVIDIA app or this Agreement (�Dispute�), the parties agree to
work in good faith to resolve the Dispute informally. If you have a Dispute,
you must first contact NVIDIA and give NVIDIA an opportunity to resolve it by
contacting NVIDIA by mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas
Expressway, Santa Clara, California, 95051. Either you or NVIDIA may seek to
have a Dispute resolved in small claims court if all the requirements of the
small claims court are satisfied. Either you or NVIDIA may seek to have a
Dispute resolved in small claims court in your county of residence or the small
claims court in closest proximity to your residence at any time before an
arbitrator is appointed, and you may also bring a Dispute in small claims court
in the Superior Court of California, County of Santa Clara. </p>
<p class=MsoNormal style='text-align:justify'>13.2 Binding Arbitration. For any
Disputes that are not resolved informally or by the small claims court, you and
NVIDIA each agree to resolve any such Dispute by binding arbitration before an
arbitrator from Judicial Mediation and Arbitration Services ("JAMS")
(rules available at <a href="https://www.jamsadr.com/"><span
style='color:windowtext;text-decoration:none'>https://www.jamsadr.com/</span></a>).
Except as otherwise provided in this section, all issues are for the arbitrator
to decide, including jurisdictional and arbitrability issues and the formation,
existence, validity, interpretation, and scope of this arbitration provision.
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. You and NVIDIA
agree that the parties will arbitrate all Disputes, remedies, and requests for
relief subject to individual arbitration first, the arbitrator will only
determine issues of liability on the merits of any claim asserted, and the
arbitrator may only award declaratory or injunctive relief in favor of the
individual party seeking relief and only to the extent necessary to provide
relief warranted by that party�s individual claim. You and NVIDIA agree that
any remaining unresolved Disputes, remedies, or requests for relief may be
pursued in court only after the arbitrator�s award has been issued. In any
later court proceeding, the arbitrator�s factual findings will not be entitled
to deference by the court. Nothing in these terms will prevent a party
from seeking injunctive or other equitable relief from the courts in any
jurisdiction to prevent the actual or threatened violation of that party�s data
security, intellectual property rights, or other proprietary rights. If for any
reason this Section 13.2 is unenforceable concerning any Dispute, and
a Dispute proceeds in a court of general jurisdiction, the Dispute will be
exclusively brought in state or federal court located in Santa Clara County,
California.</p>
<p class=MsoNormal style='text-align:justify'><b>13.3 Class Action,
Representative Action, & Jury Trial Waiver.</b> <b>All Disputes
must be brought by a party in its individual capacity, and not as a plaintiff
or class member in any purported class or representative proceeding. You
and NVIDIA agree to waive the right to a jury trial, participate in class
action lawsuits, class-wide arbitrations, any collective, consolidated, or
other proceeding or request for relief where someone acts in a representative
capacity.</b></p>
<p class=MsoNormal style='text-align:justify'><b>13.4 Right to Opt-Out.</b> <b>You
may opt-out of the foregoing jury trial, class action, arbitration, and
collective or consolidated proceeding waiver provision by notifying NVIDIA in
writing within 30 days of commencement of use of NVIDIA app, within 30
days of the effective date of this Agreement, or within 30 days of any future
change NVIDIA may make to this Section 13.4. Such written notification
must be sent by mail to NVIDIA Corporation, Attn: Legal, 2788 San Tomas
Expressway, Santa Clara, California, 95051 and must include (1) your name, (2)
your address, (3) the reference to NVIDIA app as the product to which
the notice relates, and (4) a clear statement indicating that you do not wish
to resolve disputes through arbitration and demonstrating compliance with the
30-day time limit to opt-out. Any opt-out notification received after the
opt-out deadline or not including the required items noted in (1)-(4) in the
preceding sentence will not be valid and you will be required to pursue your
Dispute in arbitration or small claims court. Opting out of this dispute
resolution procedure will not affect the terms and conditions of this
Agreement, which still apply to you. If you opt-out of any future change NVIDIA
may make to this Section 13.4, the most recent version of
Section 13.4 before the change you rejected will apply. </b></p>
<p class=MsoNormal style='text-align:justify'>13.5 Governing Law. You and
NVIDIA each agree that all Disputes will be governed by the Federal Arbitration
Act, in addition to the internal substantive laws of the State of Delaware and
the United States, 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 expressly disclaimed. Any translation of this
Agreement is done for local requirements and, if there is a dispute between the
English and any non-English versions, you and NVIDIA agree that the English
version of this Agreement will govern to the extent not prohibited by local law
in your jurisdiction. </p>
<p class=MsoNormal style='text-align:justify'>14. No Assignment.</p>
<p class=MsoNormal style='text-align:justify'>NVIDIA may assign, delegate or
transfer its rights or obligations under this Agreement by any means or
operation of law. You may not, without NVIDIA�s prior written consent, assign,
delegate or transfer any of your rights or obligations under this Agreement by
any means or operation of law, and any attempt to do so is null and void.</p>
<p class=MsoNormal style='text-align:justify'>15. No Waiver.</p>
<p class=MsoNormal style='text-align:justify'>No failure or delay by a party to
enforce any Agreement term or obligation will operate as a waiver by that
party, nor prevent the enforcement of such term or obligation later. </p>
<p class=MsoNormal style='text-align:justify'>16. Trade Compliance.</p>
<p class=MsoNormal style='text-align:justify'>You agree to comply with all
applicable export, import, trade and economic sanctions laws and regulations,
including U.S. Export Administration Regulations and Office of Foreign Assets
Control regulations. These laws include restrictions on destinations, end-users
and end-use.</p>
<p class=MsoNormal style='text-align:justify'>17. Government Use.</p>
<p class=MsoNormal style='text-align:justify'>The SOFTWARE, including related
documentation (�Protected Items�) is a �Commercial product� as this term is
defined at 48 C.F.R. 2.101, consisting of �commercial computer software� and
�commercial computer software documentation� as such terms are used in,
respectively, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 & 252.227-7014(a)(1).
Before any Protected Items are supplied to the U.S. Government, you will (i)
inform the U.S. Government in writing that the Protected Items are and must be
treated as commercial computer software and commercial computer software
documentation developed at private expense; (ii) inform the U.S. Government
that the Protected Items are provided subject to the terms of this Agreement;
and (iii) mark the Protected Items as commercial computer software and
commercial computer software documentation developed at private expense. In no
event will you permit the U.S. Government to acquire rights in Protected Items
beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2) or 252.227-7013(c) except
as expressly approved by NVIDIA in writing. </p>
<p class=MsoNormal style='text-align:justify'>18. Notices.</p>
<p class=MsoNormal style='text-align:justify'>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 the SOFTWARE, you consent to receive the
notices by email and that such notices will satisfy any legal communication
requirements.</p>
<p class=MsoNormal style='text-align:justify'>19. Entire Agreement.</p>
<p class=MsoNormal style='text-align:justify'>Regarding the subject matter of
this Agreement, the parties agree that (i) this Agreement constitutes the
entire and exclusive agreement between the parties and supersedes all prior and
contemporaneous communications and (ii) any additional or different terms or
conditions, whether contained in purchase orders, order acknowledgments,
invoices or otherwise, will not be binding on the receiving party and are null
and void. This Agreement may only be modified in a writing signed by an
authorized representative of each party.</p>
<p class=MsoNormal style='text-align:justify'>If a court of competent
jurisdiction rules that a provision of this Agreement is unenforceable, that
provision will be deemed modified to the extent necessary to make it
enforceable and the remainder of this Agreement will continue in full force and
effect.</p>
<p class=MsoNormal style='text-align:justify'>(v. March 18, 2024)</p>
</div>
</body>
</html>