NVIDIA EVALUATION LICENSE FOR VIDEO, IMAGE OR AUDIO DATA

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE EVALUATION DATASET.

This NVIDIA Evaluation License for Video, Image or Audio Data ("Agreement") is a legal agreement between you, whether an individual or entity ("you") and NVIDIA Corporation ("NVIDIA") and governs your use of the Evaluation Dataset, which may include video, image and audio files provided under this Agreement (the "Evaluation Dataset").

This Agreement can be accepted only by an adult of legal age of majority in the country in which the Evaluation Dataset is used. If you do not 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 Evaluation Dataset.

You agree to use the Evaluation Dataset only for purposes that are permitted by this Agreement and any applicable law or regulation in the relevant jurisdictions.

1. License. Subject to the terms of this Agreement, NVIDIA grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to internally (a) use and reproduce the Evaluation Dataset, and (b) modify and create derivative works of the Evaluation Dataset ("Derivative Works"), in both cases solely for evaluation and benchmarking of AI Solutions ("Purpose") and consistent with the limitations in Section 2 below. "AI Solutions" means any artificial intelligence ("AI") based models or machine learning algorithm and associated parameters and associated weights. You may publish or otherwise disclose the results of your evaluation or benchmarking of AI Solutions using the Dataset, subject to the restrictions in Sections 2 and 5.

2. Limitations. Your license to use the Evaluation Dataset and Derivative Works is restricted. Except as expressly permitted in Section 1 above, you may not:
(a) use the Evaluation Dataset or Derivative Works for any purpose other than the Purpose. Use of the Evaluation Dataset for any commercial purposes including developing and training a machine learning model under a commercial license or for commercial purposes is strictly prohibited;
(b) change or remove copyright or other proprietary notices in the Evaluation Dataset and Derivative Works;
(c) sell, rent, sublicense, transfer, distribute, offer, publish, or otherwise make the Evaluation Dataset (or any portion thereof) or Derivative Works available to others, except as permitted in Section 5;
(d) bypass, disable, or circumvent any technology limitation, encryption, security, digital rights management or authentication mechanism relating to the Evaluation Dataset or Derivative Works;
(e) use the Evaluation Dataset or Derivative Works or assist or facilitate using the Evaluation Dataset or Derivative Works:
    (i) in any manner inconsistent with NVIDIA's Trustworthy AI Terms available at https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/;
    (ii) to identify or attempt to identify any individual in the Evaluation Dataset or Derivative Works or combine it with any other dataset to profile or attempt to profile any individual in the Evaluation Dataset or Derivative Works;
    (iii) to generate or simulate the likeness, appearance, voice, or any other identifying characteristics of any individual in the Evaluation Dataset or otherwise to generate synthetic data, digital replicas, or any other output with likeness to any individual in the Evaluation Dataset, provided that regenerating the original audio-visual content of the Evaluation Dataset for the Purpose will not constitute a violation of this restriction;
    (iv) to infer, measure, detect or otherwise label the race, ethnicity, gender, age or health (or any other sensitive attributes) of individuals in the Evaluation Dataset or Derivative Works or perform any biometric processing;
    (v) to develop or evaluate any identity recognition technology;
    (vi) in violation of any applicable law or regulation in relevant jurisdictions;
    (vii) in any fraudulent, false, misleading or deceptive manner or practice;
    (viii) in connection with defamatory, obscene, pornographic, vulgar or offensive activities or content;
    (ix) to promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    (x) to be violent or threatening or promote violence or actions that are threatening to any other person; or
    (xi) to promote illegal activities.

3. Ownership. The Evaluation Dataset, including all intellectual property rights, are and will remain the sole and exclusive property of NVIDIA or its licensors. Except as expressly granted in this Agreement, (a) NVIDIA and its licensors reserve all rights, interests, and remedies in connection with the Evaluation Dataset, and (b) no other license or right is granted to you by implication, estoppel or otherwise.

4. Evaluation Dataset Contains Personal Data. Upon NVIDIA's request, you will cooperate with NVIDIA to honor any data subject request for deletion or correction of the Evaluation Dataset. If requested by NVIDIA, you will delete all copies and cease use of any Evaluation Dataset and provide reasonably requested information to verify your compliance with the terms of this Agreement.

5. Distribution as Part of Academic Publication. Notwithstanding Section 2(c) above, you may distribute or reproduce a minimal, illustrative portion of the Evaluation Dataset solely as part of an academic publication (including a peer-reviewed journal article, conference paper, thesis, preprint, or research project website) that reports research results derived from your use of the Evaluation Dataset under this Agreement ("Academic Publication"), subject to all of the following conditions:
(a) Minimal Amount. The distributed or reproduced portion of the Evaluation Dataset must be limited to the minimum amount reasonably necessary to illustrate, support, or validate the specific findings reported in the Academic Publication (for example, representative still frames, short audio clips, or small tabular subsets used as figures or examples), and must not constitute a substantial or independently usable portion of the Evaluation Dataset.
(b) Non-Commercial Academic Context Only. The Academic Publication must be made available through a non-commercial academic or scientific channel (including open-access repositories, conference proceedings, or institutional repositories). The permission in this Section 5 does not extend to commercial publications, marketing materials, product documentation, or any other non-academic distribution.
(c) Attribution and Notice. Any reproduction or distribution of Evaluation Dataset content under this Section 5 must (i) include a clear and conspicuous attribution to NVIDIA and David AI as the source of the Evaluation Dataset and cite our paper [PLACEHOLDER TO BE UPDATED] in any published work; (ii) identify the content as being reproduced from the Evaluation Dataset under this Agreement; and (iii) include a statement that further use, reproduction, or distribution of the Evaluation Dataset requires a separate license from NVIDIA or its licensors.
(d) Compliance with Restrictions. All restrictions in Section 2(b) and Section 2(e) of this Agreement continue to apply to any portion of the Evaluation Dataset distributed or reproduced under this Section 5, including without limitation the prohibitions on identification of individuals, generation of likenesses, biometric processing, and use for any discriminatory or unlawful purpose.
This Section 5 does not permit redistribution of the Evaluation Dataset as a standalone dataset, as supplementary data files downloadable separately from the Academic Publication, or in any manner that would allow recipients to reconstruct a usable dataset from the distributed materials. Any distribution beyond the scope of this Section 5 requires NVIDIA's prior written consent.

6. Feedback. You may, but you are not obligated to, provide suggestions, requests, fixes, modifications, enhancements, or other feedback regarding the Evaluation Dataset (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.

7. Term and 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 Evaluation Dataset. Additionally, NVIDIA may terminate this Agreement at any time with prior written notice. Upon any termination, you must immediately stop using and destroy all copies of the Evaluation Dataset and Derivative Works. 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. Disclaimer of Warranties. THE EVALUATION DATASET 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.

9. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, WILL NVIDIA BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE EVALUATION DATASET (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES), EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnity. You will indemnify and hold harmless NVIDIA, its affiliates, their employees, officers, directors and agents ("Indemnified Parties") and, at NVIDIA's election, defend the Indemnified Parties from all third-party claims or lawsuits, costs, damages, expenses, liabilities, including attorney's fees, arising out of or in connection with your use of the Evaluation Dataset.

11. 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.

12. 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. Trade Compliance. You may not, and may not permit or facilitate any third party to:
(a) export, re-export, or transfer the Evaluation Dataset to any country, territory, entity, or individual subject to applicable U.S. export controls or economic sanctions, including without limitation those administered by the U.S. Department of Commerce (Export Administration Regulations) and U.S. Department of the Treasury (Office of Foreign Assets Control); or
(b) transfer, provide access, or make the Evaluation Dataset available to any person or entity located in, or accessing the Evaluation Dataset from, China, Russia, or Belarus.

15. Entire Agreement. Regarding the subject matter of this Agreement, the parties agree that this Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications. 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.