NVIDIA TensorRT
Software License Agreement | NVIDIA Docs

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November 2021

Table of Contents
Chapter 1. License................................................................................................................1
1.1. Grant.......................................................................................................................................... 1
1.2. Distribution Requirements....................................................................................................... 1
1.3. Authorized Users.......................................................................................................................2
1.4. Pre-Release SDK...................................................................................................................... 2
1.5. Updates...................................................................................................................................... 2
1.6. Third Party Licenses.................................................................................................................2
1.7. Reservation of Rights................................................................................................................3

Chapter 2. Limitations.......................................................................................................... 4
Chapter 3. Ownership........................................................................................................... 5
Chapter 4. No Warranties.................................................................................................... 6
Chapter 5. Limitations of Liability........................................................................................7
Chapter 6. Termination........................................................................................................ 8
Chapter 7. General............................................................................................................... 9

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Chapter 1.

1.1.

License.

Grant

Subject to the terms of this Agreement, NVIDIA hereby grants you a non-exclusive, nontransferable license, without the right to sublicense (except as expressly provided in this
Agreement) to:
1. Install and use the SDK,
2. Modify and create derivative works of sample source code delivered in the SDK, and
3. Distribute those portions of the SDK that are identified in this Agreement as distributable,
as incorporated in object code format into a software application that meets the
distribution requirements indicated in this Agreement.

1.2.

Distribution Requirements

These are the distribution requirements for you to exercise the distribution grant:
1. Your application must have material additional functionality, beyond the included portions
of the SDK.
2. The distributable portions of the SDK shall only be accessed by your application.
3. The following notice shall be included in modifications and derivative works of sample
source code distributed: “This software contains source code provided by NVIDIA
Corporation.”
4. Unless a developer tool is identified in this Agreement as distributable, it is delivered for
your internal use only.
5. The terms under which you distribute your application must be consistent with the terms
of this Agreement, including (without limitation) terms relating to the license grant and
license restrictions and protection of NVIDIA’s intellectual property rights. Additionally, you
agree that you will protect the privacy, security and legal rights of your application users.
6. You agree to notify NVIDIA in writing of any known or suspected distribution or use of the
SDK not in compliance with the requirements of this Agreement, and to enforce the terms
of your agreements with respect to distributed SDK.

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License.

1.3.

Authorized Users

You may allow employees and contractors of your entity or of your subsidiary(ies) to access
and use the SDK from your secure network to perform work 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 SDK from your secure network.
You are responsible for the compliance with the terms of this Agreement by your authorized
users. If you become aware that your authorized users didn’t follow the terms of this
Agreement, you agree to take reasonable steps to resolve the non-compliance and prevent
new occurrences.

1.4.

Pre-Release SDK

The SDK versions identified as alpha, beta, preview or otherwise as pre-release, may not
be fully functional, may contain errors or design flaws, and may have reduced or different
security, privacy, accessibility, availability, and reliability standards relative to commercial
versions of NVIDIA software and materials. Use of a pre-release SDK may result in unexpected
results, loss of data, project delays or other unpredictable damage or loss.
You may use a pre-release SDK at your own risk, understanding that pre-release SDKs 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 SDK.
NVIDIA may also choose to abandon development and terminate the availability of a prerelease SDK at any time without liability.

1.5.

Updates

NVIDIA may, at its option, make available patches, workarounds or other updates to this SDK.
Unless the updates are provided with their separate governing terms, they are deemed part of
the SDK licensed to you as provided in this Agreement.
You agree that the form and content of the SDK that NVIDIA provides may change without prior
notice to you. While NVIDIA generally maintains compatibility between versions, NVIDIA may in
some cases make changes that introduce incompatibilities in future versions of the SDK.

1.6.

Third Party Licenses

The SDK may come bundled with, or otherwise include or be distributed with, third party
software licensed by a NVIDIA supplier and/or open source software provided under an open
source license. Use of third party software is subject to the third-party license terms, or in the
absence of third party terms, the terms of this Agreement. Copyright to third party software is
held by the copyright holders indicated in the third-party software or license.

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License.

1.7.

Reservation of Rights

NVIDIA reserves all rights, title and interest in and to the SDK not expressly granted to you
under this Agreement.

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Chapter 2.

Limitations.

The following license limitations apply to your use of the SDK:
2.1 You may not reverse engineer, decompile or disassemble, or remove copyright or other
proprietary notices from any portion of the SDK or copies of the SDK.
2.2 Except as expressly provided in this Agreement, you may not copy, sell, rent, sublicense,
transfer, distribute, modify, or create derivative works of any portion of the SDK.
2.3 Unless you have an agreement with NVIDIA for this purpose, you may not indicate that an
application created with the SDK is sponsored or endorsed by NVIDIA.
2.4 You may not bypass, disable, or circumvent any encryption, security, digital rights
management or authentication mechanism in the SDK.
2.5 You may not use the SDK in any manner that would cause it to become subject to an open
source software license. As examples, licenses that require as a condition of use, modification,
and/or distribution that the SDK be (i) disclosed or distributed in source code form; (ii) licensed
for the purpose of making derivative works; or (iii) redistributable at no charge.
2.6 You acknowledge that the SDK as delivered is not tested or certified by NVIDIA for use in
connection with the design, construction, maintenance, and/or operation of any system where
the use or failure of such system could result in a situation that threatens the safety of human
life or results in catastrophic damages (each, a "Critical Application"). Examples of Critical
Applications includes use of avionics, navigation, autonomous vehicle applications, ai solutions
for automotive products, military, medical, life support or other life critical applications.
NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or
damages arising from such uses. You are solely responsible for ensuring that any product
or service developed with the SDK as a whole includes sufficient features to comply with all
applicable legal and regulatory standards and requirements.
2.7 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 use the SDK in or for
Critical Applications, and for use of the SDK outside of the scope of this Agreement or not in
compliance with its terms.

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Chapter 3.

Ownership.

3.1 NVIDIA or its licensors hold all rights, title and interest in and to the SDK and its
modifications and derivative works, including their respective intellectual property rights,
subject to your rights under Section 3.2. This SDK may include software and materials from
NVIDIA’s licensors, and these licensors are intended third party beneficiaries that may enforce
this Agreement with respect to their intellectual property rights.
3.2 You hold all rights, title and interest in and to your applications and your derivative works
of the sample source code delivered in the SDK, including their respective intellectual property
rights, subject to NVIDIA’s rights under section 3.1.
3.3 You may, but don’t have to, provide to NVIDIA suggestions, feature requests or other
feedback regarding the SDK, including possible enhancements or modifications to the SDK.
For any feedback that you voluntarily provide, you hereby grant NVIDIA and its affiliates a
perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license,
sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of
distributors) it without the payment of any royalties or fees to you. NVIDIA will use feedback
at its choice. NVIDIA is constantly looking for ways to improve its products, so you may send
feedback to NVIDIA through the developer portal at https://developer.nvidia.com.

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Chapter 4.

No Warranties.

THE SDK IS PROVIDED BY NVIDIA "ASIS" AND "WITH ALL FAULTS." TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS
THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE
USAGE, COURSE OF DEALING OR COURSE OF TRADE.

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Chapter 5.

Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES SHALL NOT
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS
OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE USE OR PERFORMANCE OF THE SDK, WHETHER SUCH LIABILITY
ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR
THEORY OF LIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE
LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE
OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND
THIS LIMIT.
These exclusions and limitations of liability shall apply regardless if NVIDIA or its affiliates
have been advised of the possibility of such damages, and regardless of whether a remedy
fails its essential purpose. These exclusions and limitations of liability form an essential
basis of the bargain between the parties, and, absent any of these exclusions or limitations of
liability, the provisions of this Agreement, including, without limitation, the economic terms,
would be substantially different.

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Chapter 6.

Termination.

6.1 This Agreement will continue to apply until terminated by either you or NVIDIA as
described below.
6.2 If you want to terminate this Agreement, you may do so by stopping to use the SDK.
6.3 NVIDIA may, at any time, terminate this Agreement if: (i) you fail to comply with any term
of this Agreement and the non-compliance is not fixed within thirty (30) days following notice
from NVIDIA (or immediately if you violate NVIDIA’s intellectual property rights); (ii) you
commence or participate in any legal proceeding against NVIDIA with respect to the SDK; or
(iii) NVIDIA decides to no longer provide the SDK in a country or, in NVIDIA’s sole discretion,
the continued use of it is no longer commercially viable.
6.4 Upon any termination of this Agreement, you agree to promptly discontinue use of the SDK
and destroy all copies in your possession or control. Your prior distributions in accordance
with this Agreement are not affected by the termination of this Agreement. 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.

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Chapter 7.

General.

If you wish to assign this Agreement or your rights and obligations, including by merger,
consolidation, dissolution or operation of law, contact NVIDIA to ask for permission. Any
attempted assignment not approved by NVIDIA in writing shall be void and of no effect. NVIDIA
may assign, delegate or transfer this Agreement and its rights and obligations, and if to a nonaffiliate you will be notified.
You agree to cooperate with NVIDIA and provide reasonably requested information to verify
your compliance with this Agreement.
This Agreement will be governed in all respects by the laws of the United States and of the
State of Delaware as those laws are applied to contracts entered into and performed entirely
within Delaware by Delaware residents, without regard to the conflicts of laws principles.
The United Nations Convention on Contracts for the International Sale of Goods is specifically
disclaimed. You agree to all terms of this Agreement in the English language.
The state or federal courts residing in Santa Clara County, California shall have exclusive
jurisdiction over any dispute or claim arising out of this Agreement. Notwithstanding this, you
agree that NVIDIA shall still be allowed to apply for injunctive remedies or an equivalent type
of urgent legal relief in any jurisdiction.
If any court of competent jurisdiction determines that any provision of this Agreement is
illegal, invalid or unenforceable, such provision will be construed as limited to the extent
necessary to be consistent with and fully enforceable under the law and the remaining
provisions will remain in full force and effect. Unless otherwise specified, remedies are
cumulative.
Each party acknowledges and agrees that the other is an independent contractor in the
performance of this Agreement.
The SDK has been developed entirely at private expense and is “commercial items” consisting
of “commercial computer software” and “commercial computer software documentation”
provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government
or a U.S. Government subcontractor is subject to the restrictions in this Agreement pursuant
to DFARS 227.7202-3(a) or as set forth in subparagraphs (b)(1) and (2) of the Commercial
Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/
manufacturer is NVIDIA, 2788 San Tomas Expressway, Santa Clara, CA 95051.
The SDK is subject to United States export laws and regulations. You agree that you will not
ship, transfer or export the SDK into any country, or use the SDK in any manner, prohibited
by the United States Bureau of Industry and Security or economic sanctions regulations
administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC),

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General.

or any applicable export laws, restrictions or regulations. These laws include restrictions on
destinations, end users and end use. By accepting this Agreement, you confirm that you are
not a resident or citizen of any country currently embargoed by the U.S. and that you are not
otherwise prohibited from receiving the SDK.
Any notice delivered by NVIDIA to you under this Agreement will be delivered via mail, email
or fax. You agree that any notices that NVIDIA sends you electronically will satisfy any legal
communication requirements. 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.
This Agreement and any exhibits incorporated into this Agreement constitute the entire
agreement of the parties with respect to the subject matter of this Agreement and supersede
all prior negotiations or documentation exchanged between the parties relating to this SDK
license. Any additional and/or conflicting terms on documents issued by you are null, void,
and invalid. Any amendment or waiver under this Agreement shall be in writing and signed by
representatives of both parties.
(v. February 25, 2021)

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Chapter 8.

TensorRT SUPPLEMENT
TO SOFTWARE LICENSE
AGREEMENT FOR NVIDIA
SOFTWARE DEVELOPMENT
KITS

The terms in this supplement govern your use of the NVIDIA TensorRT SDK under the terms of
your license agreement (“Agreement”) as modified by this supplement. Capitalized terms used
but not defined below have the meaning assigned to them in the Agreement.
This supplement is an exhibit to the Agreement and is incorporated as an integral part of the
Agreement. In the event of conflict between the terms in this supplement and the terms in the
Agreement, the terms in this supplement govern.
4.1 License Scope. The SDK is licensed for you to develop applications only for use in systems
with NVIDIA GPUs.
2 Distribution. The following portions of the SDK are distributable under the Agreement: the
runtime files .so and .dll.
In addition to the rights above, for parties that are developing software intended solely for
use on Jetson development kits or Jetson modules and running Linux for Tegra software
the following shall apply: the SDK may be distributed in its entirety, as provided by NVIDIA
and without separation of its components, for you and/or your licensees to create software
development kits for use only on the Jetson platform and running Linux for Tegra software.
3 Licensing. If the distribution terms in this Agreement are not suitable for your organization,
or for any questions regarding this Agreement, please contact NVIDIA at nvidia-computelicense-questions@nvidia.com.
(v. February 25, 2021)

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Notice
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may be trademarks of the respective companies with which they are associated.

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NVIDIA Corporation | 2788 San Tomas Expressway, Santa Clara, CA 95051
http://www.nvidia.com

