| NVIDIA Open Model License Agreement
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| IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE NVIDIA MODELS.
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| Last Modified: October 24, 2025
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| This NVIDIA Open Model License Agreement (the "Agreement") is a legal
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| agreement between the Legal Entity You represent, or if no entity is
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| identified, You and NVIDIA Corporation and its Affiliates ("NVIDIA") and
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| governs Your use of the Models that NVIDIA provides to You under this
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| Agreement. NVIDIA and You are each a "party" and collectively the "parties."
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| NVIDIA models released under this Agreement are intended to be used
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| permissively and enable the further development of AI technologies. Subject
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| to the terms of this Agreement, NVIDIA confirms that:
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| * Models are commercially usable.
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| * You are free to create and distribute Derivative Models.
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| * NVIDIA does not claim ownership to any outputs generated using the
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| Models or Derivative Models.
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| By using, reproducing, modifying, distributing, performing or displaying any
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| portion or element of the Model or Derivative Model, or otherwise accepting
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| the terms of this Agreement, you agree to be bound by this Agreement.
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| 1. Definitions.
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| The following definitions apply to this Agreement:
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| 1.1 "Derivative Model" means all (a) modifications to the Model,
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| (b) works based on the Model, and (c) any other derivative works of
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| the Model. An output is not a Derivative Model.
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| 1.2 "Legal Entity" means the union of the acting entity and all other
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| entities that control, are controlled by, or are under common control
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| with that entity. For the purposes of this definition, "control"
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| means (a) the power, direct or indirect, to cause the direction or
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| management of such entity, whether by contract or otherwise, or
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| (b) ownership of fifty percent (50%) or more of the outstanding
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| shares, or (c) beneficial ownership of such entity.
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| 1.3 "Model" means the machine learning model, software, checkpoints,
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| learnt weights, algorithms, parameters, configuration files and
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| documentation shared under this Agreement.
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| 1.4 "NVIDIA Cosmos Model" means a multimodal Model shared under this
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| Agreement.
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| 1.5 "Special-Purpose Model" means a Model that is only competent in a
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| narrow set of purpose-specific tasks and should not be used for
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| unintended or general-purpose applications.
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| 1.6 "You" or "Your" means an individual or Legal Entity exercising
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| permissions granted by this Agreement.
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| 2. Conditions for Use, License Grant, AI Ethics and IP Ownership.
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| 2.1 Conditions for Use. The Model and any Derivative Model are subject to
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| additional terms as described in Section 2 and Section 3 of this
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| Agreement and govern Your use. If You institute copyright or patent
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| litigation against any entity (including a cross-claim or counterclaim
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| in a lawsuit) alleging that the Model or a Derivative Model
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| constitutes direct or contributory copyright or patent infringement,
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| then any licenses granted to You under this Agreement for that Model
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| or Derivative Model will terminate as of the date such litigation is
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| filed. If You bypass, disable, reduce the efficacy of, or circumvent
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| any technical limitation, safety guardrail or associated safety
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| guardrail hyperparameter, encryption, security, digital rights
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| management, or authentication mechanism (collectively "Guardrail")
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| contained in the Model without a substantially similar Guardrail
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| appropriate for your use case, your rights under this Agreement will
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| automatically terminate. NVIDIA may indicate in relevant documentation
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| that a Model is a Special-Purpose Model. NVIDIA may update this
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| Agreement to comply with legal and regulatory requirements at any time
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| and You agree to either comply with any updated license or cease Your
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| copying, use, and distribution of the Model and any Derivative Model.
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| 2.2 License Grant. The rights granted herein are explicitly conditioned on
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| Your full compliance with the terms of this Agreement. Subject to the
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| terms and conditions of this Agreement, NVIDIA hereby grants to You a
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| perpetual, worldwide, non-exclusive, no-charge, royalty-free,
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| revocable (as stated in Section 2.1) license to publicly perform,
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| publicly display, reproduce, use, create derivative works of, make,
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| have made, sell, offer for sale, distribute (through multiple tiers of
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| distribution) and import the Model.
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| 2.3 AI Ethics. Use of the Models under the Agreement must be consistent
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| with NVIDIA's Trustworthy AI terms found at
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| https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.
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| 2.4 NVIDIA owns the Model and any Derivative Models created by NVIDIA.
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| Subject to NVIDIA's underlying ownership rights in the Model or its
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| Derivative Models, You are and will be the owner of Your Derivative
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| Models. NVIDIA claims no ownership rights in outputs. You are
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| responsible for outputs and their subsequent uses. Except as expressly
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| granted in this Agreement, (a) NVIDIA reserves all rights, interests
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| and remedies in connection with the Model and (b) no other license or
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| right is granted to you by implication, estoppel or otherwise.
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| 3. Redistribution.
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| You may reproduce and distribute copies of the Model or Derivative Models
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| thereof in any medium, with or without modifications, provided that You
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| meet the following conditions:
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| 3.1 If you distribute the Model, You must give any other recipients of the
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| Model a copy of this Agreement and include the following attribution
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| notice within a "Notice" text file with such copies: "Licensed by
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| NVIDIA Corporation under the NVIDIA Open Model License";
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| 3.2 If you distribute or make available a NVIDIA Cosmos Model, or a
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| product or service (including an AI model) that contains or uses a
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| NVIDIA Cosmos Model, use a NVIDIA Cosmos Model to create a Derivative
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| Model, or use a NVIDIA Cosmos Model or its outputs to create, train,
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| fine tune, or otherwise improve an AI model, you will include "Built
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| on NVIDIA Cosmos" on a related website, user interface, blogpost,
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| about page, or product documentation
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| 3.3 You may add Your own copyright statement to Your modifications and may
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| provide additional or different license terms and conditions for use,
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| reproduction, or distribution of Your modifications, or for any such
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| Derivative Models as a whole, provided Your use, reproduction, and
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| distribution of the Model otherwise complies with the conditions
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| stated in this Agreement.
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| 4. Separate Components.
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| The Models may include or be distributed with components provided with
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| separate legal notices or terms that accompany the components, such as an
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| Open Source Software License or other third-party license. The components
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| are subject to the applicable other licenses, including any proprietary
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| notices, disclaimers, requirements and extended use rights
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| this Agreement will prevail regarding the use of third-party Open Source
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| Software License, unless a third-party Open Source Software License
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| requires its license terms to prevail. "Open Source Software License"
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| means any software, data or documentation subject to any license
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| identified as an open source license by the Open Source Initiative
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| (https://opensource.org), Free Software Foundation (https://www.fsf.org)
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| or other similar open source organization or listed by the Software
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| Package Data Exchange (SPDX) Workgroup under the Linux Foundation
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| (https://www.spdx.org).
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| 5. Trademarks.
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| This Agreement does not grant permission to use the trade names,
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| trademarks, service marks, or product names of NVIDIA, except as required
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| for reasonable and customary use in describing the origin of the Model and
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| reproducing the content of the "Notice" text file.
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| 6. Disclaimer of Warranty.
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| UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, NVIDIA
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| PROVIDES THE MODEL ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS
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| OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
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| WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR
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| FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING
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| MODEL DOCUMENTATION, INCLUDING ANY SPECIAL-PURPOSE MODEL LIMITATIONS, AND
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| DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE MODEL,
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| DERIVATIVE MODELS AND OUTPUTS. YOU ASSUME ANY RISKS ASSOCIATED WITH YOUR
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| EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.
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| 7. Limitation of Liability.
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| IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING
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| NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW
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| (SUCH AS DELIBERATE AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING,
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| WILL NVIDIA BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT,
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| SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS
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| A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE
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| MODEL, DERIVATIVE MODELS OR OUTPUTS (INCLUDING BUT NOT LIMITED TO DAMAGES
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| FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR
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| ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF NVIDIA HAS BEEN
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| ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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| 8. Indemnity.
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| You will indemnify and hold harmless NVIDIA from and against any claim by
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| any third party arising out of or related to your use or distribution of
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| the Model, Derivative Models or outputs.
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| 9. Feedback.
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| NVIDIA appreciates your feedback, and You agree that NVIDIA may use it
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| without restriction or compensation to You.
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| 10. Governing Law.
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| This Agreement will be governed in all respects by the laws of the United
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| States and the laws of the State of Delaware, without regard to conflict
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| of laws principles or the United Nations Convention on Contracts for the
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| International Sale of Goods. The state and federal courts residing in
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| Santa Clara County, California will have exclusive jurisdiction over any
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| dispute or claim arising out of or related to this Agreement, and the
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| parties irrevocably consent to personal jurisdiction and venue in those
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| courts
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| equivalent type of urgent legal relief in any jurisdiction.
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| 11. Trade and Compliance.
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| You agree to comply with all applicable export, import, trade and
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| economic sanctions laws and regulations, as amended, including without
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| limitation U.S. Export Administration Regulations and Office of Foreign
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| Assets Control regulations. These laws include restrictions on
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| destinations, end-users and end-use.
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| Version Release Date: October 24, 2025
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| Source: https://www.nvidia.com/en-us/agreements/enterprise-software/nvidia-open-model-license/
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| Copyright (c) NVIDIA Corporation. All rights reserved.
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