License For Customer Use of NVIDIA Software

IMPORTANT NOTICE -- READ CAREFULLY: This License For Customer Use of
NVIDIA Software ("LICENSE") is the agreement which governs use of the
software of NVIDIA Corporation and its subsidiaries ("NVIDIA") downloadable
herefrom, including computer software and associated printed 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 document.
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 the
     SOFTWARE.

2.  GRANT OF LICENSE

2.1  Rights and Limitations of Grant.  NVIDIA hereby grants Customer the
     following non-exclusive, worldwide, royalty-free, non-transferable right
     to use the SOFTWARE, with the following limitations:

2.1.1  Rights.   Customer may use, reproduce, distribute, publicly display
       and publicly perform the SOFTWARE.

2.1.2  Limitations.

No Reverse Engineering.  Customer may not reverse engineer, decompile, or
disassemble the SOFTWARE, nor attempt in any other manner to obtain the
source code.

No Modification.  The SOFTWARE may be redistributed providing that distributed
Cg compiler and runtime binaries are unmodified, except for decompression and
compression.

No Rental.  Customer may not rent or lease the SOFTWARE to someone else.

No Support.  NVIDIA will not be responsible for providing maintenance and
support to Customer or any other end users for the Software distributed by
Customer or others.

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.

4.  COPYRIGHT

All title and copyrights 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, are owned by NVIDIA, or its
suppliers.  The SOFTWARE is protected by copyright laws and international
treaty provisions.  Accordingly, Customer is required to treat the SOFTWARE
like any other copyrighted material. 

Customer  agrees that the Software is proprietary information of NVIDIA and
that NVIDIA owns all right, title and interest therein. There are no implied
licenses under this License, and any rights not expressly granted are reserved
by NVIDIA. The Software is not sold, and instead is only licensed for use,
strictly in accordance with this License. All copies of the Software shall
contain NVIDIA's proprietary rights notices as provided therein. Customer
shall not remove or modify any such proprietary rights notices of NVIDIA. This
License will automatically terminate if Customer fails to comply with any of
the terms and conditions hereof. In such event, Customer must cease
reproducing, distributing, or otherwise using the Software and destroy all
copies thereof.

5.  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.  Any suit or controversy
arising hereunder shall be brought in the federal or state courts located in
Santa Clara County, California, and each party submits to the venue and
jurisdiction thereof.

6.  DISCLAIMER OF WARRANTIES AND LIMITATION ON 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, EITHER EXPRESS
     OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
     WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
     PURPOSE AND NONINFRINGEMENT. 

6.2  No Liability for Consequential Damages.  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.  THESE
     LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
     ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  NVIDIA SHALL HAVE
     NO CONTRACTUAL OBLIGATION TO INDEMNIFY CUSTOMER UNDER
     THIS LICENSE. CUSTOMER AND/OR END-USERS OF THE SOFTWARE
     DISTRIBUTED BY CUSTOMER ASSUME THE ENTIRE COST OF ANY
     DAMAGE, LOSS, OR EXPENSE RESULTING FROM THEIR USE OR
     EXPLOITATION OF THE SOFTWARE.

7.  MISCELLANEOUS

The United Nations Convention on Contracts for the International Sale of
Goods is specifically disclaimed.    This agreement 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.
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 Export Administration or any export laws,
restrictions or regulations.  

If any provision of this License is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full force
without being impaired or invalidated in any way.

No term or provisions hereof shall be deemed waived, and no breach excused,
unless such waiver or consent is in writing and signed by the party claimed
to have waived or consented. The waiver by either party of a breach of any
provision of this License will not operate or be interpreted as a waiver of
any other or subsequent breach.

This License may be changed only by mutual agreement in writing of the
authorized representatives of the parties.
