Cumulus Linux End User License Agreement
NVIDIA CUMULUS SOFTWARE LICENSE

This license is a legal agreement between you, whether an individual or entity 
(“you”) and NVIDIA Corporation (“NVIDIA”) and governs the use of the NVIDIA 
Cumulus Linux software and materials provided hereunder (“SOFTWARE”).

This license can be accepted only by an adult of legal age of majority in the 
country in which the SOFTWARE is used.

If you don’t have the required age or authority to accept this Agreement, or if 
you don’t accept all the terms and conditions of this Agreement, do not use the 
SOFTWARE.

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.

License Grant. Subject to the terms of this Agreement and the timely payment of 
the fee (if applicable), NVIDIA grants you a non‐exclusive, revocable, 
non‐transferable, non‐sublicensable license to:

1.1 Install and use the SOFTWARE for your internal business purposes in your 
systems with registered NVIDIA Networking Products or related switch products 
subject to the license fees Per Switch.

“Per Switch” license means the specific registered Switch at the maximum port 
speeds as may be indicated in the accompanying documentation or product SKU in 
connection with NVIDIA Networking Products.

Taxes. The fee (if applicable) does not include taxes. If NVIDIA is required to 
pay sales, use, property, value‐added or other taxes associated with delivery 
of the license in this Agreement, then such taxes shall be billed to and paid 
by You, unless NVIDIA receives a valid exemption or resale certificate. If you 
are not billed the applicable tax under the order, then it is your 
responsibility to properly remit the tax directly to the applicable tax 
jurisdiction. Further, you acknowledge that the payments to NVIDIA under the 
license shall be made in full without reduction for withholding taxes, if 
applicable. This section shall not apply to taxes based on NVIDIA’s net income 
or payroll taxes.

Limitations.

3.1 You may not reverse engineer, decompile or disassemble the SOFTWARE 
components provided in binary form, nor attempt in any other manner to obtain 
source code of the SOFTWARE.

3.2 You may not change or remove copyright or other proprietary notices in the 
SOFTWARE.

3.3 Except as expressly granted in this Agreement, you may not copy, sell, 
rent, sublicense, transfer, distribute, modify or create derivative works of 
the SOFTWARE, or make its functionality available to others.

3.4 You may not bypass, disable or circumvent any technical limitation, 
encryption, security, digital rights management or authentication mechanism in 
the SOFTWARE.

3.5 You may not disclose the results of benchmarking, competitive analysis, 
regression, or performance data relating to the SOFTWARE without the prior 
written permission from NVIDIA.

3.6 You may not use the SOFTWARE for the purpose of developing competing 
products or technologies or assist a third party in such activities.

3.7 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.

3.8 You may not use the SOFTWARE provided under this Agreement in a system or 
application where the use or failure of such system or application developed or 
deployed with SOFTWARE could result in injury, death or catastrophic damage 
(each, a “Mission Critical Application”). Examples of Mission Critical 
Applications include use in avionics, navigation, autonomous vehicle 
applications, AI solutions for automotive products, military, medical, life 
support or other mission‐critical or 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.

3.9 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 use of the SOFTWARE outside of the scope of 
this Agreement or not in compliance with its terms.

Authorized Users. 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.

Confidentiality. You agree that you will not use, nor authorize others to use, 
NVIDIA Confidential Information, except as necessary for the performance of 
this Agreement, and that you will not disclose NVIDIA Confidential Information 
to any third party, except to permitted users under this Agreement that have a 
need to know such Confidential Information for the purpose of this Agreement, 
provided that each such recipient is subject to a written agreement that 
includes confidentiality obligations consistent with these terms. You will 
protect the NVIDIA Confidential Information with at least the same degree of 
care that you use to protect your own similar confidential and proprietary 
information, but no less than a reasonable degree of care. “Confidential 
Information” means the SOFTWARE including its features and functionality, 
output, and any results of benchmarking or other competitive analysis or 
regression or performance data relating to the SOFTWARE.

Pre‐Release Versions. 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 offerings. You may use prerelease 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. NVIDIA may also 
choose to abandon development and terminate the availability of pre‐release 
SOFTWARE at any time without liability.

Updates and Support. Except as expressly indicated in an order, NVIDIA is under 
no obligation to provide support for the SOFTWARE or to provide any 
maintenance, updates, upgrades, or other revisions 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.

Components Under Other Licenses. 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. 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).

Term and Termination.

9.1 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 or 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. Additionally, NVIDIA may terminate this Agreement with 
prior written notice to you if, in NVIDIA’s sole discretion, the continued use 
of the SOFTWARE is no longer commercially viable or creates liabilities for 
NVIDIA. You agree to cooperate with NVIDIA and provide reasonably requested 
information to verify your compliance with this Agreement.

9.2 Each SOFTWARE license ends at the earlier of the expiration or termination 
of the license or this Agreement. Each service ends at the earlier of the 
expiration or termination of the service or this Agreement, or upon the 
expiration or termination of the associated license and no credit or refund 
will be provided for any service fees paid.

9.3 Upon any expiration or termination of this Agreement, a license or a 
service any amounts owed to NVIDIA become immediately due and payable and you 
agree to promptly discontinue use of the SOFTWARE 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 Agreement all provisions survive except for the licenses 
granted to you.

Ownership. 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.

Feedback. You may, but are not obligated to, provide suggestions, requests, 
fixes, modifications, enhancements or other feedback regarding or in connection 
with your use of 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 hereby 
grant NVIDIA, its affiliates and its designees a non‐exclusive, perpetual, 
irrevocable, sublicensable, worldwide, royaltyfree, 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, such as third‐party intellectual property rights 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.

Disclaimer of Warranties. 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. 
NVIDIA does not warrant or assume responsibility for the accuracy or 
completeness of any third‐party information, text, graphics or links contained 
in the SOFTWARE.

Limitations of Liability.

13.1 DISCLAIMERS. 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 THE (A) 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.

13.2 DAMAGES CAP. 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).

Data Collection
You hereby acknowledge that for debug purposes the SOFTWARE collects the 
following data:

(i) Configuration, NOS (networking operating system) data, ASIC data; and

(ii) Metrics, logs, settings, telemetry (Such as WJH), configurations, 
performance

NVIDIA may use said data in order to improve NVIDIA products and services.

The SOFTWARE may also 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.

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 personal data, as well as visit the 
NVIDIA Privacy Center, located at 
https://www.nvidia.com/en-us/about-nvidia/privacy-center/.

Governing Law and Jurisdiction. This Agreement will be governed in all respects 
by the laws of the United States and the laws of the State of Delaware, without 
regard to conflict of laws principles or the United Nations Convention on 
Contracts for the International Sale of Goods. The state and federal courts 
residing in Santa Clara County, California will have exclusive jurisdiction 
over any dispute or claim arising out of or related to this Agreement, and the 
parties irrevocably consent to personal jurisdiction and venue in those courts; 
except that either party may apply for injunctive remedies or an equivalent 
type of urgent legal relief in any jurisdiction.

General.

16.1 No Assignment. 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.

16.2 No Waiver. No waiver of any term of the Agreement will 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 the Agreement will not constitute a waiver 
of such right or provision.

16.3 Trade Compliance. 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. 
You confirm that you will not export or reexport any products or technology, 
directly or indirectly, without first obtaining any required license or other 
approval from appropriate authorities, (i) to any countries that are subject to 
any U.S. or local export restrictions (currently including, but not necessarily 
limited to, Cuba, Iran, North Korea, Syria, the Region of Crimea, Donetsk 
People’s Republic Region and Luhansk People’s Republic Region); (ii) to any end 
user who you know or have reason to know will utilize them in the design, 
development or production of nuclear, chemical or biological weapons, missiles, 
rocket systems, unmanned air vehicles, or any weapons of mass destruction; 
(iii) to any end‐user who has been prohibited from participating in the U.S. or 
local export transactions by any governing authority; or (iv) to any known 
military or militaryintelligence end‐user or for any known military or 
military‐intelligence end‐use in accordance with U.S. trade compliance laws and 
regulations.

16.4 Government Rights. The SOFTWARE, documentation and technology (“Protected 
Items”) are “Commercial products” 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 the 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.

16.5 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, with a copy emailed to 
legalnotices@nvidia.com. If NVIDIA needs to contact you about the SOFTWARE, you 
consent to receive the notices by email and agree that such notices will 
satisfy any legal communication requirements.

16.6 Force Majeure. Neither party will be liable (except for any payment 
obligations) during any period where an event or circumstance prevents or 
delays that party from performing its obligations under this Agreement and that 
event or circumstance: (i) is not within the reasonable control of that party 
and is not the result of that party’s negligence, an (ii) cannot be overcome or 
avoided by that party using reasonably diligent efforts.

16.7 Severability and Amendment. 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. Any 
amendment to this Agreement must be in writing and signed by authorized 
representatives of both parties.

16.8 Independent Contractors. The parties are independent contractors, and this 
Agreement does not create a joint venture, partnership, agency or other form of 
business association between the parties. Neither party will have the power to 
bind the other party or incur any obligation on its behalf without the other 
party’s prior written consent.

16.9 Construction. The headings in the Agreement are included solely for 
convenience and are not intended to affect the meaning or interpretation of the 
Agreement. As required by the context of the Agreement, the singular of a term 
includes the plural and vice versa.

16.10 Entire Agreement. 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 and are null and void.

(v. Aug. 09, 2023)

NVIDIA CUMULUS ENTERPRISE SUPPORT SUPPLEMENT

The terms in this supplement describe the support services that you may obtain 
directly from NVIDIA for the SOFTWARE licensed under the Agreement above and 
NVIDIA Cumulus supported software and materials available via NVIDIA Enterprise 
Support Portal (Enterprise Support Portal) under the terms of your applicable 
license agreement as modified by this supplement. Capitalized terms used but 
not defined below shall have the meaning assigned to them in the applicable 
license.

This supplement is an exhibit to the applicable license and is incorporated as 
an integral part of the applicable license. In the event of conflict between 
the terms in this supplement and the terms in the applicable license, the terms 
in this supplement shall govern.

Scope. If your order indicates that NVIDIA will directly provide Technical 
Support, Maintenance, Updates and/or Upgrades for your license(s), then, 
subject to payment of applicable fees, NVIDIA agrees to provide the below 
services for the Supported Software based on the service subscription purchased 
during the applicable service term, solely on Certified System(s), and solely 
for the Supported OSs.

Subject to payment of applicable fees, the services described in this 
supplement are provided by NVIDIA to you based on the then‐current service 
subscription plan(s) available for the Supported Software. If you have an 
agreement with a NVIDIA reseller specifying that a third‐party will deliver the 
same services described in this supplement for SOFTWARE licensed under the 
Agreement above and supported software and materials available via Enterprise 
Support Portal and licensed under the applicable license agreement, this 
supplement does not apply. NVIDIA may update the scope of services under your 
service subscription plan and any such modifications are binding on you, 
provided that such modifications do not single you out.

Support.

2.1 Technical Support. If your service subscription to SOFTWARE licensed under 
the Agreement above and supported software and materials available via 
Enterprise Support Portal includes Technical Support, subject to payment of 
applicable fees NVIDIA will make available to you Technical Support for the 
Supported Software during the service term. You will be permitted to designate 
in writing to NVIDIA designated users for purposes of obtaining Technical 
Support. NVIDIA will provide Technical Support to such designated users only 
via a dedicated support portal. NVIDIA will use commercially reasonable efforts 
to analyze each potential Technical Support issue to determine if it qualifies 
for service. NVIDIA shall issue a response to all potential Technical Support 
issues filed, provided no commitment is made with respect to the specific 
resolution.

2.2 Maintenance. If your service subscription to SOFTWARE licensed under the 
Agreement above includes Maintenance subject to payment of applicable fees 
NVIDIA will make available to you the Maintenance associated with the Supported 
Software licensed under the Agreement above during the service term.

2.3 Updates. If your service subscription to SOFTWARE licensed under the 
Agreement above includes Updates, subject to payment of applicable fees NVIDIA 
will make available to you the Updates associated with the Supported Software 
licensed under the Agreement above during the service term.

2.4 Upgrades. If your service subscription to SOFTWARE licensed under the 
Agreement above includes Upgrades, subject to payment of applicable fees NVIDIA 
will make available to you the Upgrades associated with the Supported Software 
licensed under the Agreement above during the service term.

2.5 Reinstatement. If you elect not to renew certain service subscriptions and 
later you desire to re‐enroll, you must pay with respect to the services being 
reinstated at the then‐current rates: (a) fees for the period between the last 
expiration of the service subscription and until commencement of the new 
service subscription, (b) fees for service term of the new service 
subscription, and (c) any applicable reinstatement fees in addition to fees 
under (a) and (b). Service subscription re‐enrollment is subject to 
availability of the service subscription plans at the time of ordering and 
software version restrictions.

2.6 Requirements and Availability. You shall (a) purchase the initial service 
subscription for a Supported Software only for the most current generally 
available version of the Supported Software, and (b) initially purchase and 
renew service subscriptions for all of your licenses of a Supported Software. 
The service subscription plans will indicate the types of services (from the 
above) that are available for Supported Software. NVIDIA is not obligated to 
provide any services under this supplement for a Supported Software version 
after the end of support period to its licensees. NVIDIA is not obligated to 
initiate or renew any service subscription if such service subscription plan is 
no longer made available by NVIDIA.

Exclusions. NVIDIA does not provide services under this supplement related to:

(a) errors in your own or your licensors’ products that are not due to Errors 
in the Supported Software;

(b) errors in firmware, software, materials, operating systems, applications, 
services or data used with the Supported Software;

(c) use of any open‐source software provided within Supported Software, except 
that NVIDIA may provide you information with respect to known bugs;

(d) modifications to the Supported Software made by you or on your behalf, 
including customizations NVIDIA agreed to provide you under a consulting 
service agreement and otherwise not broadly available from NVIDIA NGC, or any 
modifications made by any third party without NVIDIA’s authorization;

(e) your applications and data, or backing up and restoring them;

(f) interoperability, compatibility or non‐performance issues due to (i) 
products, software, or options not supported by NVIDIA; (ii) configurations not 
supported, provided or approved by NVIDIA; (iii) parts intended for one system 
installed in another system of different make or model; (iv) use of SOFTWARE 
with non‐NVIDIA hardware; or (v) non‐supported software and materials provided 
via NVIDIA NGC or malware;

(g) service necessary due to operator error, improper use of the Supported 
Software or attempted support by unauthorized persons;

(h) use of the Supported Software outside of the scope of the applicable 
license agreement or documentation; or

(i) to the extent the provision thereof would violate NVIDIA’s obligations to 
its third‐party licensors and suppliers with respect to such third parties’ 
intellectual property.

Further, services under this supplement do not include any enhancement(s) or 
addition(s) to the Supported Software beyond Maintenance, Updates and Upgrades.

Your Responsibilities. In order for NVIDIA to deliver services under this 
supplement, you agree that:

(a) you are responsible for procuring, installing and maintaining all equipment 
and obtaining all consents for other software and other hardware necessary to 
operate the Supported Software;

(b) your failure to deploy a Maintenance, Update or Upgrade available to you as 
promptly as possible may render the applicable Supported Software non‐operable 
or non‐conforming to later documentation provided by NVIDIA;

(c) you shall further provide through designated users such information, and/or 
access to your resources and personnel as NVIDIA may reasonably require for 
providing services. As examples, as reasonably requested you shall (i) identify 
the correct version(s) of Supported Software, (ii) provide the documentation 
and assistance necessary to demonstrate and diagnose each potential Technical 
Support issue, including providing necessary test cases that NVIDIA can 
reproduce on a Certified System, (iii) provide remote system access (upon 
mutual agreement) for NVIDIA to replicate potential Errors, and (iv) provide 
embedded diagnostic information;

(d) When you use Maintenance, Update or Upgrade, access to a new product 
version does not change the number of authorized licenses you have for the 
Supported Software and you shall discontinue use of the prior version as 
necessary to maintain your authorized number of licenses;

(e) you will appoint as designated users only those of your employees who have 
reasonably appropriate technical backgrounds and skills. You may remove or 
replace designated users during the service term with notice to NVIDIA; and

(f) you will appoint, at NVIDIA’s request, designated service, and engineering 
contacts for service issue escalations NVIDIA shall be excused from performing 
any of its obligations hereunder to the extent any such non‐performance is 
attributable to your failure to perform your responsibilities under this 
section.

Service Fees; Payment Terms. When you purchase service subscriptions directly 
from NVIDIA the following applies: Fees for the service subscriptions are set 
forth in the associated order and are payable pursuant to the terms of such 
order which may require the receipt of payment in full prior to the 
commencement of any services. Unless otherwise expressly indicated in an order, 
fees will be invoiced upon your purchase, are payable upon invoice and are 
expressed in U.S. Dollars. All fees are non‐refundable, and don’t include any 
taxes, duties or similar charges. If NVIDIA is required to pay sales, use, 
property, valueadded or other taxes based on the payments provided in the 
service subscriptions and if NVIDIA is required to collect and remit such 
taxes, then such taxes shall be billed to and paid by you or your reseller, 
unless NVIDIA receives a valid exemption or resale certificate. If you are not 
billed the applicable tax under the order, then it is your responsibility to 
properly remit the tax directly to the applicable tax jurisdiction. Further, 
you acknowledge that the payments to NVIDIA under the service subscriptions 
shall be made in full without reduction for withholding taxes, if applicable. 
This section shall not apply to taxes based on NVIDIA’s net income or payroll 
taxes. All amounts not paid when due will accrue interest (without the 
requirement of a notice) at the lower of 1.5% per month or the highest rate 
permissible by law until the unpaid amounts are paid in full. If payment is 
overdue, NVIDIA reserves the right to suspend or terminate service 
subscriptions, in addition to any other remedies it may have, until the payment 
delinquency is corrected. Payment obligations survive any expiration or 
termination of the applicable license.

Definitions.

i. “Certified Systems” means Supported OS pla􀆞orms, corresponding hardware 
pla􀆞orms, third party software and configuration details appearing on a list 
maintained by NVIDIA and made available to you, or as otherwise approved by 
NVIDIA.

ii. “Error(s)” means a reproducible defect, problem, logical error or bug in 
the Supported Software that constitutes a failure to comply substantially with 
the applicable documentation and is reported using standard NVIDIA procedures.

iii. “Error Correction(s)” means adapting, re‐configuring, or reprogramming the 
Supported Software to correct the Error(s).

iv. “Maintenance” means security patch(es), Error Correction(s) and 
Workaround(s) to the Supported Software made available by NVIDIA in its sole 
discretion and on a “when and if generally made available” basis to its other 
commercial customers of the Supported Software who have the same Supported 
Software version under a service subscription contract with NVIDIA that 
specifically includes “Maintenance”. Maintenance may include revisions to 
documentation.

v. “Supported OS” means the supported operating system(s) listed in conjunction 
with a particular Certified System on the list maintained by NVIDIA and made 
available to you.

vi. “Supported Software” means (a) the NVIDIA Cumulus Linux software licensed 
under the Agreement above, and (b) those Cumulus Linux software and materials 
licensed via NVIDIA Enterprise Support Portal that are supported by NVIDIA as 
indicated by NVIDIA from time to time as supported as part Cumulus Linux, and 
in both cases while under a current and valid license and for which you 
purchased service subscriptions and does not include any modifications made by 
you or a third party on your behalf, or any modifications to the Supported 
Software made by NVIDIA pursuant to a consulting services agreement.

vii. “Technical Support” means the provision of telephone or web‐based 
technical assistance to questions from designated users related to the 
installation, use and operation of the Supported Software, including basic 
instruction or assistance related to functional Errors in the Supported 
Software.

viii. “Updates” means those modifications to the Supported Software other than 
Maintenance made available by NVIDIA in its sole discretion and on a “when and 
if generally made available” basis to its other commercial customers of the 
Supported Software who have the same Supported Software version under a service 
subscription contract with NVIDIA that specifically includes “Updates” and that 
is indicated by NVIDIA as being an update by means of a change in the digit to 
right of first decimal point (e.g., version 5.0 to version 5.1).

ix. “Upgrades” means those modifications to the Supported Software other than 
Maintenance made available by NVIDIA in its sole discretion and on a “when and 
if generally made available” basis to its other commercial customers of the 
Supported Software who have the same Supported Software version under a service 
subscription contract with NVIDIA that specifically includes “Upgrades” and 
that is indicated by NVIDIA as being an upgrade by means of a change in the 
digit to left of first decimal point (e.g., version 5.0 to version 6.0).

x. “Workarounds” means procedures and routines, for use by you, which, when 
employed in the regular operation of, or access to, the Supported Software, 
will avoid or substantially diminish the practical adverse effects of the 
relevant Error.

