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| 1 |
+
NVIDIA Open Model License Agreement
|
| 2 |
+
|
| 3 |
+
IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING THE NVIDIA MODELS.
|
| 4 |
+
|
| 5 |
+
Last Modified: October 24, 2025
|
| 6 |
+
|
| 7 |
+
This NVIDIA Open Model License Agreement (the "Agreement") is a legal
|
| 8 |
+
agreement between the Legal Entity You represent, or if no entity is
|
| 9 |
+
identified, You and NVIDIA Corporation and its Affiliates ("NVIDIA") and
|
| 10 |
+
governs Your use of the Models that NVIDIA provides to You under this
|
| 11 |
+
Agreement. NVIDIA and You are each a "party" and collectively the "parties."
|
| 12 |
+
|
| 13 |
+
NVIDIA models released under this Agreement are intended to be used
|
| 14 |
+
permissively and enable the further development of AI technologies. Subject
|
| 15 |
+
to the terms of this Agreement, NVIDIA confirms that:
|
| 16 |
+
|
| 17 |
+
* Models are commercially usable.
|
| 18 |
+
* You are free to create and distribute Derivative Models.
|
| 19 |
+
* NVIDIA does not claim ownership to any outputs generated using the
|
| 20 |
+
Models or Derivative Models.
|
| 21 |
+
|
| 22 |
+
By using, reproducing, modifying, distributing, performing or displaying any
|
| 23 |
+
portion or element of the Model or Derivative Model, or otherwise accepting
|
| 24 |
+
the terms of this Agreement, you agree to be bound by this Agreement.
|
| 25 |
+
|
| 26 |
+
|
| 27 |
+
1. Definitions.
|
| 28 |
+
|
| 29 |
+
The following definitions apply to this Agreement:
|
| 30 |
+
|
| 31 |
+
1.1 "Derivative Model" means all (a) modifications to the Model,
|
| 32 |
+
(b) works based on the Model, and (c) any other derivative works of
|
| 33 |
+
the Model. An output is not a Derivative Model.
|
| 34 |
+
|
| 35 |
+
1.2 "Legal Entity" means the union of the acting entity and all other
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| 36 |
+
entities that control, are controlled by, or are under common control
|
| 37 |
+
with that entity. For the purposes of this definition, "control"
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| 38 |
+
means (a) the power, direct or indirect, to cause the direction or
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| 39 |
+
management of such entity, whether by contract or otherwise, or
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| 40 |
+
(b) ownership of fifty percent (50%) or more of the outstanding
|
| 41 |
+
shares, or (c) beneficial ownership of such entity.
|
| 42 |
+
|
| 43 |
+
1.3 "Model" means the machine learning model, software, checkpoints,
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| 44 |
+
learnt weights, algorithms, parameters, configuration files and
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| 45 |
+
documentation shared under this Agreement.
|
| 46 |
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|
| 47 |
+
1.4 "NVIDIA Cosmos Model" means a multimodal Model shared under this
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| 48 |
+
Agreement.
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| 49 |
+
|
| 50 |
+
1.5 "Special-Purpose Model" means a Model that is only competent in a
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| 51 |
+
narrow set of purpose-specific tasks and should not be used for
|
| 52 |
+
unintended or general-purpose applications.
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| 53 |
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| 54 |
+
1.6 "You" or "Your" means an individual or Legal Entity exercising
|
| 55 |
+
permissions granted by this Agreement.
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| 56 |
+
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| 57 |
+
|
| 58 |
+
2. Conditions for Use, License Grant, AI Ethics and IP Ownership.
|
| 59 |
+
|
| 60 |
+
2.1 Conditions for Use. The Model and any Derivative Model are subject to
|
| 61 |
+
additional terms as described in Section 2 and Section 3 of this
|
| 62 |
+
Agreement and govern Your use. If You institute copyright or patent
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| 63 |
+
litigation against any entity (including a cross-claim or counterclaim
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| 64 |
+
in a lawsuit) alleging that the Model or a Derivative Model
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| 65 |
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constitutes direct or contributory copyright or patent infringement,
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| 66 |
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then any licenses granted to You under this Agreement for that Model
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| 67 |
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or Derivative Model will terminate as of the date such litigation is
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| 68 |
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filed. If You bypass, disable, reduce the efficacy of, or circumvent
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| 69 |
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any technical limitation, safety guardrail or associated safety
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| 70 |
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guardrail hyperparameter, encryption, security, digital rights
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| 71 |
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management, or authentication mechanism (collectively "Guardrail")
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| 72 |
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contained in the Model without a substantially similar Guardrail
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| 73 |
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appropriate for your use case, your rights under this Agreement will
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| 74 |
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automatically terminate. NVIDIA may indicate in relevant documentation
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| 75 |
+
that a Model is a Special-Purpose Model. NVIDIA may update this
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| 76 |
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Agreement to comply with legal and regulatory requirements at any time
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| 77 |
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and You agree to either comply with any updated license or cease Your
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| 78 |
+
copying, use, and distribution of the Model and any Derivative Model.
|
| 79 |
+
|
| 80 |
+
2.2 License Grant. The rights granted herein are explicitly conditioned on
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| 81 |
+
Your full compliance with the terms of this Agreement. Subject to the
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| 82 |
+
terms and conditions of this Agreement, NVIDIA hereby grants to You a
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| 83 |
+
perpetual, worldwide, non-exclusive, no-charge, royalty-free,
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| 84 |
+
revocable (as stated in Section 2.1) license to publicly perform,
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| 85 |
+
publicly display, reproduce, use, create derivative works of, make,
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| 86 |
+
have made, sell, offer for sale, distribute (through multiple tiers of
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| 87 |
+
distribution) and import the Model.
|
| 88 |
+
|
| 89 |
+
2.3 AI Ethics. Use of the Models under the Agreement must be consistent
|
| 90 |
+
with NVIDIA's Trustworthy AI terms found at
|
| 91 |
+
https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.
|
| 92 |
+
|
| 93 |
+
2.4 NVIDIA owns the Model and any Derivative Models created by NVIDIA.
|
| 94 |
+
Subject to NVIDIA's underlying ownership rights in the Model or its
|
| 95 |
+
Derivative Models, You are and will be the owner of Your Derivative
|
| 96 |
+
Models. NVIDIA claims no ownership rights in outputs. You are
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| 97 |
+
responsible for outputs and their subsequent uses. Except as expressly
|
| 98 |
+
granted in this Agreement, (a) NVIDIA reserves all rights, interests
|
| 99 |
+
and remedies in connection with the Model and (b) no other license or
|
| 100 |
+
right is granted to you by implication, estoppel or otherwise.
|
| 101 |
+
|
| 102 |
+
|
| 103 |
+
3. Redistribution.
|
| 104 |
+
|
| 105 |
+
You may reproduce and distribute copies of the Model or Derivative Models
|
| 106 |
+
thereof in any medium, with or without modifications, provided that You
|
| 107 |
+
meet the following conditions:
|
| 108 |
+
|
| 109 |
+
3.1 If you distribute the Model, You must give any other recipients of the
|
| 110 |
+
Model a copy of this Agreement and include the following attribution
|
| 111 |
+
notice within a "Notice" text file with such copies: "Licensed by
|
| 112 |
+
NVIDIA Corporation under the NVIDIA Open Model License";
|
| 113 |
+
|
| 114 |
+
3.2 If you distribute or make available a NVIDIA Cosmos Model, or a
|
| 115 |
+
product or service (including an AI model) that contains or uses a
|
| 116 |
+
NVIDIA Cosmos Model, use a NVIDIA Cosmos Model to create a Derivative
|
| 117 |
+
Model, or use a NVIDIA Cosmos Model or its outputs to create, train,
|
| 118 |
+
fine tune, or otherwise improve an AI model, you will include "Built
|
| 119 |
+
on NVIDIA Cosmos" on a related website, user interface, blogpost,
|
| 120 |
+
about page, or product documentation; and
|
| 121 |
+
|
| 122 |
+
3.3 You may add Your own copyright statement to Your modifications and may
|
| 123 |
+
provide additional or different license terms and conditions for use,
|
| 124 |
+
reproduction, or distribution of Your modifications, or for any such
|
| 125 |
+
Derivative Models as a whole, provided Your use, reproduction, and
|
| 126 |
+
distribution of the Model otherwise complies with the conditions
|
| 127 |
+
stated in this Agreement.
|
| 128 |
+
|
| 129 |
+
|
| 130 |
+
4. Separate Components.
|
| 131 |
+
|
| 132 |
+
The Models may include or be distributed with components provided with
|
| 133 |
+
separate legal notices or terms that accompany the components, such as an
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| 134 |
+
Open Source Software License or other third-party license. The components
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| 135 |
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are subject to the applicable other licenses, including any proprietary
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| 136 |
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notices, disclaimers, requirements and extended use rights; except that
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| 137 |
+
this Agreement will prevail regarding the use of third-party Open Source
|
| 138 |
+
Software License, unless a third-party Open Source Software License
|
| 139 |
+
requires its license terms to prevail. "Open Source Software License"
|
| 140 |
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means any software, data or documentation subject to any license
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| 141 |
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identified as an open source license by the Open Source Initiative
|
| 142 |
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(https://opensource.org), Free Software Foundation (https://www.fsf.org)
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| 143 |
+
or other similar open source organization or listed by the Software
|
| 144 |
+
Package Data Exchange (SPDX) Workgroup under the Linux Foundation
|
| 145 |
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(https://www.spdx.org).
|
| 146 |
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|
| 147 |
+
|
| 148 |
+
5. Trademarks.
|
| 149 |
+
|
| 150 |
+
This Agreement does not grant permission to use the trade names,
|
| 151 |
+
trademarks, service marks, or product names of NVIDIA, except as required
|
| 152 |
+
for reasonable and customary use in describing the origin of the Model and
|
| 153 |
+
reproducing the content of the "Notice" text file.
|
| 154 |
+
|
| 155 |
+
|
| 156 |
+
6. Disclaimer of Warranty.
|
| 157 |
+
|
| 158 |
+
UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, NVIDIA
|
| 159 |
+
PROVIDES THE MODEL ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS
|
| 160 |
+
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
|
| 161 |
+
WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR
|
| 162 |
+
FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING
|
| 163 |
+
MODEL DOCUMENTATION, INCLUDING ANY SPECIAL-PURPOSE MODEL LIMITATIONS, AND
|
| 164 |
+
DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE MODEL,
|
| 165 |
+
DERIVATIVE MODELS AND OUTPUTS. YOU ASSUME ANY RISKS ASSOCIATED WITH YOUR
|
| 166 |
+
EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.
|
| 167 |
+
|
| 168 |
+
|
| 169 |
+
7. Limitation of Liability.
|
| 170 |
+
|
| 171 |
+
IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING
|
| 172 |
+
NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW
|
| 173 |
+
(SUCH AS DELIBERATE AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING,
|
| 174 |
+
WILL NVIDIA BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT,
|
| 175 |
+
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS
|
| 176 |
+
A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE
|
| 177 |
+
MODEL, DERIVATIVE MODELS OR OUTPUTS (INCLUDING BUT NOT LIMITED TO DAMAGES
|
| 178 |
+
FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR
|
| 179 |
+
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF NVIDIA HAS BEEN
|
| 180 |
+
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
|
| 181 |
+
|
| 182 |
+
|
| 183 |
+
8. Indemnity.
|
| 184 |
+
|
| 185 |
+
You will indemnify and hold harmless NVIDIA from and against any claim by
|
| 186 |
+
any third party arising out of or related to your use or distribution of
|
| 187 |
+
the Model, Derivative Models or outputs.
|
| 188 |
+
|
| 189 |
+
|
| 190 |
+
9. Feedback.
|
| 191 |
+
|
| 192 |
+
NVIDIA appreciates your feedback, and You agree that NVIDIA may use it
|
| 193 |
+
without restriction or compensation to You.
|
| 194 |
+
|
| 195 |
+
|
| 196 |
+
10. Governing Law.
|
| 197 |
+
|
| 198 |
+
This Agreement will be governed in all respects by the laws of the United
|
| 199 |
+
States and the laws of the State of Delaware, without regard to conflict
|
| 200 |
+
of laws principles or the United Nations Convention on Contracts for the
|
| 201 |
+
International Sale of Goods. The state and federal courts residing in
|
| 202 |
+
Santa Clara County, California will have exclusive jurisdiction over any
|
| 203 |
+
dispute or claim arising out of or related to this Agreement, and the
|
| 204 |
+
parties irrevocably consent to personal jurisdiction and venue in those
|
| 205 |
+
courts; except that, either party may apply for injunctive remedies or an
|
| 206 |
+
equivalent type of urgent legal relief in any jurisdiction.
|
| 207 |
+
|
| 208 |
+
|
| 209 |
+
11. Trade and Compliance.
|
| 210 |
+
|
| 211 |
+
You agree to comply with all applicable export, import, trade and
|
| 212 |
+
economic sanctions laws and regulations, as amended, including without
|
| 213 |
+
limitation U.S. Export Administration Regulations and Office of Foreign
|
| 214 |
+
Assets Control regulations. These laws include restrictions on
|
| 215 |
+
destinations, end-users and end-use.
|
| 216 |
+
|
| 217 |
+
|
| 218 |
+
Version Release Date: October 24, 2025
|
| 219 |
+
|
| 220 |
+
Source: https://www.nvidia.com/en-us/agreements/enterprise-software/nvidia-open-model-license/
|
| 221 |
+
|
| 222 |
+
Copyright (c) NVIDIA Corporation. All rights reserved.
|