NVIDIA SPARK-RAPIDS PRIVATE LICENSE AGREEMENT

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE SOFTWARE.

This license agreement (“Agreement”) is a legal agreement between you, whether an individual or
entity (“you”) and NVIDIA Corporation (“NVIDIA”) and governs the use of NVIDIA Spark-RAPIDS PRIVATE,
including the software and materials provided hereunder (“SOFTWARE”).

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.

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.

1. License Grant. Subject to the terms of this Agreement, NVIDIA grants you a non-exclusive,
   revocable, non-transferable, non-sublicensable (except as expressly granted in this Agreement),
   license to:

   1.1	install and use copies of the Software, and

   1.2	distribute the Software in binary format as incorporated into a software application subject
        to the following distribution requirements:

        (a) Your application must have material additional functionality, beyond the included
            portions of the Software.

        (b) The distributable portions of the Software shall only be accessed by your application.

        (c) 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.

        (d) You agree to notify NVIDIA in writing of any known or suspected distribution or use of
            the Software not in compliance with the requirements of this Agreement, and to enforce
            the terms of your agreements with respect to distributed Software.

2. Limitations. Your license to use the Software is restricted as follows:

   2.1 The Software is licensed for you to develop applications only for use in systems with NVIDIA
       GPUs.

   2.2 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.

   2.3 You may not change or remove copyright or other proprietary notices in the Software.

   2.4 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.

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

   2.6 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.

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

   2.8 You may not indicate that a product or service developed with the Software is sponsored or
       endorsed by NVIDIA.

   2.9 You may not replace any NVIDIA software components in the Software that are governed by this
       Agreement with other software that implements NVIDIA APIs.

   2.10 You acknowledge that the Software provided under this Agreement is not designed or tested by
        NVIDIA for use in any system or application where the use or failure of such system or
        application developed with NVIDIA’s 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.

   2.11 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 (i) products or services that have been
        developed or deployed with or use the Software, or claims that they violate laws, or infringe,
        violate, or misappropriate any third party right; or (ii) a violation of the terms and conditions
        of this Agreement.

3. 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.

4. 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 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. NVIDIA may also choose to abandon development and terminate the availability of
   pre-release Software at any time without liability.

5. Updates. 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.

6. 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 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).

7. Termination. 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, 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. 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.

8. Ownership.

   8.1 NVIDIA 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.

   8.2 Your Ownership. Subject to the rights of NVIDIA and its suppliers in the Software, you hold
       all rights, title and interest in and to your services, applications and derivative works of
       samples or examples you develop as permitted in this Agreement including their respective
       intellectual property rights.

   8.3 Non-Assert. You agree that you will not, and will not assist or enable any other party to,
       assert or threaten to assert any intellectual property rights against NVIDIA or its affiliates
       with respect to new software samples or examples that NVIDIA or its affiliates may develop and
       make available in the future.

9. 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, 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, 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.

10. 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.

11. Limitations of Liability.

   11.1 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.

   11.2 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).

12. 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.

13. General.

   13.1 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.

   13.2 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.

   13.3 Trade and 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 military-intelligence end-user or for
        any known military or military-intelligence end-use in accordance with U.S. trade compliance laws
        and regulations. Use of the Software under this Agreement must be consistent with NVIDIA’s
        HumanRightsPolicy.pdf (nvidia.com).

   13.4 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.

   13.5 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.

   13.6 Force Majeure. Neither party will be liable 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, and (ii) cannot be overcome or avoided by that party using reasonably
        diligent efforts.

   13.7 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.

   13.8 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.

   13.9 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. January 25, 2024)