LICENSE

Reference: https://www.nvidia.com/en-us/agreements/enterprise-software/nvidia-open-model-license/

NVIDIA Open Model License Agreement

This NVIDIA Open Model License Agreement (the "Agreement") is a legal agreement
between the Legal Entity You represent, or if no entity is identified, You and
NVIDIA Corporation and its Affiliates ("NVIDIA") and governs Your use of the
Models that NVIDIA provides to You under this Agreement. NVIDIA and You are each
a "party" and collectively the "parties."

NVIDIA models released under this Agreement are intended to be used permissively
and enable the further development of AI technologies. Subject to the terms of
this Agreement, NVIDIA confirms that:
- Models are commercially usable.
- You are free to create and distribute Derivative Models.
- NVIDIA does not claim ownership to any outputs generated using the Models or
  Derivative Models.

By using, reproducing, modifying, distributing, performing or displaying any
portion or element of the Model or Derivative Model, or otherwise accepting the
terms of this Agreement, you agree to be bound by this Agreement.

1. Definitions. The following definitions apply to this Agreement:
1.1. "Derivative Model" means all (a) modifications to the Model, (b) works
based on the Model, and (c) any other derivative works of the Model. An output
is not a Derivative Model.
1.2. "Legal Entity" means the union of the acting entity and all other entities
that control, are controlled by, or are under common control with that entity.
For the purposes of this definition, "control" means (a) the power, direct or
indirect, to cause the direction or management of such entity, whether by
contract or otherwise, or (b) ownership of fifty percent (50%) or more of the
outstanding shares, or (c) beneficial ownership of such entity.
1.3. "Model" means the machine learning model, software, checkpoints, learnt
weights, algorithms, parameters, configuration files and documentation shared
under this Agreement.
1.4. "NVIDIA Cosmos Model" means a multimodal Model shared under this Agreement.
1.5. "Special-Purpose Model" means a Model that is only competent in a narrow
set of purpose-specific tasks and should not be used for unintended or
general-purpose applications.
1.6. "You" or "Your" means an individual or Legal Entity exercising permissions
granted by this Agreement.

2. Conditions for Use, License Grant, AI Ethics and IP Ownership.
2.1. Conditions for Use. The Model and any Derivative Model are subject to
additional terms as described in Section 2 and Section 3 of this Agreement and
govern Your use. If You institute copyright or patent litigation against any
entity (including a cross-claim or counterclaim in a lawsuit) alleging that the
Model or a Derivative Model constitutes direct or contributory copyright or
patent infringement, then any licenses granted to You under this Agreement for
that Model or Derivative Model will terminate as of the date such litigation is
filed. If You bypass, disable, reduce the efficacy of, or circumvent any
technical limitation, safety guardrail or associated safety guardrail
hyperparameter, encryption, security, digital rights management, or
authentication mechanism (collectively "Guardrail") contained in the Model
without a substantially similar Guardrail appropriate for your use case, your
rights under this Agreement will automatically terminate. NVIDIA may indicate in
relevant documentation that a Model is a Special-Purpose Model. NVIDIA may
update this Agreement to comply with legal and regulatory requirements at any
time and You agree to either comply with any updated license or cease Your
copying, use, and distribution of the Model and any Derivative Model.
2.2. License Grant. The rights granted herein are explicitly conditioned on Your
full compliance with the terms of this Agreement. Subject to the terms and
conditions of this Agreement, NVIDIA hereby grants to You a perpetual,
worldwide, non-exclusive, no-charge, royalty-free, revocable (as stated in
Section 2.1) license to publicly perform, publicly display, reproduce, use,
create derivative works of, make, have made, sell, offer for sale, distribute
(through multiple tiers of distribution) and import the Model.
2.3. AI Ethics. Use of the Models under the Agreement must be consistent with
NVIDIA's Trustworthy AI terms found at
https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.
2.4. NVIDIA owns the Model and any Derivative Models created by NVIDIA. Subject
to NVIDIA's underlying ownership rights in the Model or its Derivative Models,
You are and will be the owner of Your Derivative Models. NVIDIA claims no
ownership rights in outputs. You are responsible for outputs and their
subsequent uses. Except as expressly granted in this Agreement, (a) NVIDIA
reserves all rights, interests and remedies in connection with the Model and
(b) no other license or right is granted to you by implication, estoppel or
otherwise.

3. Redistribution. You may reproduce and distribute copies of the Model or
Derivative Models thereof in any medium, with or without modifications, provided
that You meet the following conditions:
3.1. If you distribute the Model, You must give any other recipients of the
Model a copy of this Agreement and include the following attribution notice
within a "Notice" text file with such copies: "Licensed by NVIDIA Corporation
under the NVIDIA Open Model License";
3.2. If you distribute or make available a NVIDIA Cosmos Model, or a product or
service (including an AI model) that contains or uses a NVIDIA Cosmos Model, use
a NVIDIA Cosmos Model to create a Derivative Model, or use a NVIDIA Cosmos Model
or its outputs to create, train, fine tune, or otherwise improve an AI model,
you will include "Built on NVIDIA Cosmos" on a related website, user interface,
blogpost, about page, or product documentation; and
3.3. You may add Your own copyright statement to Your modifications and may
provide additional or different license terms and conditions for use,
reproduction, or distribution of Your modifications, or for any such Derivative
Models as a whole, provided Your use, reproduction, and distribution of the
Model otherwise complies with the conditions stated in this Agreement.

4. Separate Components. The Models may include or be distributed with components
provided with separate legal notices or terms that accompany the components,
such as an Open Source Software License or other third-party 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 License, 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 (https://opensource.org), Free Software
Foundation (https://www.fsf.org) or other similar open source organization or
listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux
Foundation (https://www.spdx.org).

5. Trademarks. This Agreement does not grant permission to use the trade names,
trademarks, service marks, or product names of NVIDIA, except as required for
reasonable and customary use in describing the origin of the Model and
reproducing the content of the "Notice" text file.

6. Disclaimer of Warranty. Unless required by applicable law or agreed to in
writing, NVIDIA provides the Model on an "AS IS" BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, either express or implied, including, without
limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely
responsible for reviewing Model documentation, including any Special-Purpose
Model limitations, and determining the appropriateness of using or
redistributing the Model, Derivative Models and outputs. You assume any risks
associated with Your exercise of permissions under this Agreement.

7. Limitation of Liability. In no event and under no legal theory, whether in
tort (including negligence), contract, or otherwise, unless required by
applicable law (such as deliberate and grossly negligent acts) or agreed to in
writing, will NVIDIA be liable to You for damages, including any direct,
indirect, special, incidental, or consequential damages of any character
arising as a result of this Agreement or out of the use or inability to use the
Model, Derivative Models or outputs (including but not limited to damages for
loss of goodwill, work stoppage, computer failure or malfunction, or any and all
other commercial damages or losses), even if NVIDIA has been advised of the
possibility of such damages.

8. Indemnity. You will indemnify and hold harmless NVIDIA from and against any
claim by any third party arising out of or related to your use or distribution
of the Model, Derivative Models or outputs.

9. Feedback. NVIDIA appreciates your feedback, and You agree that NVIDIA may use
it without restriction or compensation to You.

10. Governing Law. 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.

11. Trade and Compliance. You agree to comply with all applicable export,
import, trade and economic sanctions laws and regulations, as amended, including
without limitation U.S. Export Administration Regulations and Office of Foreign
Assets Control regulations. These laws include restrictions on destinations,
end-users and end-use.

Version Release Date: October 24, 2025