Terms of Sale

Last Modified: June 9, 2025

Please read these Terms of Sale (the “Terms of Sale”), the NVIDIA Terms of Service (the “Terms of Service”), and the NVIDIA Privacy Policy (“Privacy Policy”) carefully because they govern your purchase of certain hardware products, software license, and other offerings (the “Offering”) offered for sale by NVIDIA Corporation (“NVIDIA”) on NVIDIA’s marketplace website, located at https://marketplace.nvidia.com (the “Site”). These Terms of Sale govern your purchase of Offerings, regardless of how you purchase the Offerings, whether by computer, mobile device, or otherwise; and whether directly through the Site, or through any third-party website that links to them, and regardless of whether you are a registered user or a guest.

THESE TERMS OF SALE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS SET FORTH HEREIN OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS HEREIN, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

CERTAIN ADDITIONAL OR DIFFERENT TERMS MAY APPLY TO YOUR PURCHASE OF THE OFFERINGS (“LOCAL TERMS”) DEPENDING ON YOUR LOCATION OF PURCHASE. PLEASE REFER TO SECTION 17 FOR ANY LOCAL TERMS. IN THE EVENT OF A CONFLICT BETWEEN THE LOCAL TERMS AND ANY OTHER TERMS HEREOF, THE LOCAL TERMS WILL PREVAIL.

1. Agreement to Terms.

By purchasing any Offerings, you agree to be bound by these Terms of Sale. If you don't agree to be bound by these Terms of Sale, do not purchase any Offerings.

2. Privacy Policy and Terms of Service.

By placing an order or purchasing any Offerings, you agree to the Terms of Service at https://www.nvidia.com/en-gb/about-nvidia/terms-of-service/ which governs your use of the Site and you also acknowledge and consent to the processing of your data in accordance with the NVIDIA Privacy Policy at https://www.nvidia.com/en-gb/about-nvidia/privacy-policy/. You may also visit the NVIDIA Privacy Center at https://www.nvidia.com/en-gb/about-nvidia/privacy-center/ to manage your consent and privacy preferences.

3. Supplementary Terms; Software License

Certain Offerings, promotions, or content may be subject to additional terms and conditions or other agreements ("Supplementary Terms") specified by NVIDIA from time to time. In the event of a conflict between the Supplementary Terms and any provision in these Terms of Sale, the Supplementary Terms will prevail.

Notwithstanding anything to the contrary in these Terms of Sale, all software Offerings are licensed as set forth in the applicable software license terms for such software Offerings ("License") and not sold.

4. Who May Purchase the Offerings?

4.1 Eligibility.

You may purchase the Offerings only if you are 18 years or older and capable of forming a binding contract with NVIDIA, and not otherwise barred from purchasing the Offerings under applicable law.


4.2 Permitted Territory.

The Offerings may only be purchased for shipment to locations within the United States of America or the countries and regions listed in Section 17 (collectively, "Permitted Territory"). By purchasing the Offerings, you represent and warrant that: (i) you will comply with all applicable laws (e.g., local, state, federal and other laws) when purchasing the Offerings; and (ii) you are purchasing the Offerings in the Permitted Territory for your own personal or business use, but not for resale. You must not use any software or networking techniques, including any virtual private network (VPN) or similar technology, to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition or conceal your physical location. NVIDIA reserves the right, but has no obligation, to monitor where you are purchasing the Offerings from. Furthermore, NVIDIA may block access to your purchase of the Offerings, in whole or in part, from any geographic location, IP addresses, and unique device identifiers or to any user who NVIDIA believes is in breach of these Terms of Sale.

5. Compliance.

5.1 Access.

The Offerings are controlled by NVIDIA from its offices within the United States of America. NVIDIA makes no representation that the Offerings are appropriate or available for sale in locations outside the Permitted Territory, and you should not access the Offerings from territories where the Offerings or their use is illegal or prohibited. You are always responsible for compliance with all applicable local laws.


5.2 Trade 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. You confirm (a) your understanding that export or reexport of certain Offerings or technologies may require a license or other approval from appropriate authorities and (b) that you will not export or reexport any Offerings 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, Belarus, Cuba, Iran, North Korea, Russia, 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 capable of a maximum range of at least 300 kilometers, regardless of payload, or intended for military end-use, 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.

6. Account Registration

You may need to create an account with NVIDIA and become a registered user in order to purchase certain Offerings. When creating an account, you will be required to provide certain personal information and establish a username and a password. NVIDIA reserves the right to suspend or terminate an account if any information provided is inaccurate, incomplete, false or misleading. You are responsible for safeguarding the password that you created for the account and for any activities or actions under such account, including all purchases and any other financial transactions, whether or not authorized by you. NVIDIA will not be liable for any loss or damage arising from your failure to comply with the above requirements.

7. Purchase Terms.

7.1 Offering Descriptions.

NVIDIA takes reasonable measures to make the Site thorough, accurate, and helpful to you. There may be times, however, when certain information contained on the Site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. For example, NVIDIA cannot guarantee that your computer monitor's or other device's display of any color will be accurate. NVIDIA reserves the right to correct errors (whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your unfulfilled order) or to update Offering information at any time without notice. Subject to applicable law, all Offering descriptions are subject to change at any time without notice, in NVIDIA's sole discretion. Any offer for any Offering made through the Site is void where prohibited.


7.2 Availability and Pricing.

NVIDIA reserves the right to change the prices and availability of the Offerings at any time. Quantities of Offerings may be limited, and availability cannot always be guaranteed. NVIDIA may discontinue any Offering at any time. Offerings offered for sale on this Site are for sale only in the Permitted Territory and all prices are quoted in U.S. dollars or such other currency that NVIDIA may display when you place your order.


7.3 Purchasing Offerings.

When NVIDIA offers the Offerings for sale on the Site, NVIDIA is inviting you to make an offer to buy the Offerings shown on the Site. When you place an order by clicking or activating the appropriate button or hyperlink on the Site, you are making a legally binding offer to NVIDIA to buy the Offering you have selected on these Terms of Sale. Your offer is accepted only when NVIDIA has received approval by your chosen payment method and when NVIDIA has shipped your Offering or otherwise made it available to you. NVIDIA may refuse or limit any orders or quantities, extend the delivery timeline for any reason after the order has been placed and accepted, or refuse to ship an Offering to you for any reason. NVIDIA will not be liable if an Offering is unavailable or if shipment is delayed.


7.4 Shipping.

Available hardware Offerings will generally ship within thirty (30) days of NVIDIA receiving approval and clearance by your chosen payment method, unless NVIDIA otherwise provides you with notice of a later ship date. Hardware Offerings purchased on the Site will only be shipped to addresses within a Permitted Territory and are subject to Section 5.2 (Trade Compliance).


7.5 Returns.

You may return a hardware Offering purchased directly on the Site within thirty (30) days of receiving the hardware Offering. To receive a full refund, you must return the hardware Offering in its original condition with all the accessories and documentation. Please review the FAQ at https://marketplace.nvidia.com/en-gb/account/ for more information before purchasing a hardware Offering. Any hardware Offerings purchased through any other channel cannot be returned or exchanged directly to or by NVIDIA.


7.6 Transfer of Title and Risk of Loss/Damage.

7.6.1 Title to and the risk of loss and damage of the hardware Offerings passes from NVIDIA to you when you have acquired possession of the hardware Offerings. NVIDIA may choose the procedures, packaging, and the common carrier of sold hardware Offerings. NVIDIA may not be able to have your order shipped to a post office box, to certain addresses, or on certain days. Your order may be shipped in multiple boxes or shipments.

7.6.2 Unless otherwise agreed by the parties, NVIDIA will deliver software and services Offerings electronically in every jurisdiction where electronic delivery is permitted. Electronic delivery is completed when the software or services Offering is made available for retrieval by you. Delivery will be deemed complete, and risk of loss or damage will pass to you upon delivery. Title to software and materials remains with the applicable licensors.


7.7 Damaged or Incomplete Shipment.

If you receive an incomplete shipment of hardware Offerings, or if you are otherwise unhappy with the hardware Offerings you had received, please contact Customer Support at https://www.nvidia.com/en-gb/support/consumer/. Any refunds or replacements are made solely in NVIDIA's discretion, subject to applicable law.

8. Ordering; Payment.

8.1 Transaction Authorization.

When you make a purchase of one or more Offerings (each, a "Transaction"), you expressly authorize NVIDIA (or our third-party payment processors and other service providers that NVIDIA may select or change in NVIDIA's discretion) to charge you for such Transaction. NVIDIA may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card, card verification codes, and your email, phone number, and postal addresses for billing and notification (such information, "Payment Information"). By providing NVIDIA with your Payment Information, you agree that NVIDIA (and NVIDIA's payment processors and other service providers) are authorized to charge your credit card or other payment method provided for all fees and charges due and payable to NVIDIA hereunder and that no additional notice or consent is required. NVIDIA may use third parties such as Stripe, PayPal, or Google Pay as its payment processing service providers. By purchasing any of the Offerings, you agree to be bound by the terms of use and privacy policies of these third-party payment processing service providers used to facilitate your Transaction. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize NVIDIA to provide your Payment Information to third parties (including any third-party payment processors and service providers) so NVIDIA can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable Taxes and any other charges that your bank or other financial service provider may levy on you). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of "Payment Information"). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms of Sale or required under applicable law. All fees and applicable Taxes, if any, are payable in U.S. dollars or such other currency that we may display when you place your order.


8.2 Payment.

NVIDIA accepts the forms of payment stated on the Site and, for credit card payments, charge your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. NVIDIA reserves the right to use the Payment Information you provide to better service you and to prevent fraud and other losses. Completion of a payment transaction is contingent upon: (i) your providing complete personal, account, transaction and any other information needed, (ii) authorization of the payment by your credit or debit card company, and (iii) acceptance and clearance of your payment.


8.3 Subscriptions.

If you purchase a subscription to any Offering on the Site (a "Subscription"), you will be charged the Subscription fee based on the billing cycle communicated via the offer terms (as examples, billed monthly or annually), plus any applicable taxes, and other charges ("Subscription Fee"), at the beginning of your Subscription and each renewal thereafter (as applicable), at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE NVIDIA TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, NVIDIA (or NVIDIA's third-party payment processors and other service providers) will automatically charge you based on your billing cycle upon the commencement of your Subscription, as applicable, using the Payment Information you have provided until you cancel your Subscription. Where required by applicable law, NVIDIA will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms of Sale, and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment obligations, and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or NVIDIA. Your Subscription continues until cancelled by you or NVIDIA terminates your access to or use of the software Offering or Subscription in accordance with these Terms of Sale or the applicable License. You may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period.


8.4 Cancellation.

Except as expressly provided in these Terms of Sale or required under applicable law, all orders are non-cancelable. NVIDIA may grant or deny cancellation requests for individual orders in NVIDIA's sole discretion. NVIDIA may also, in NVIDIA's sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. NVIDIA may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to purchase an Offering in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you purchase an Offering in breach of these Terms of Sale; (iii) if your payment method is declined; (iv) if NVIDIA suspects fraudulent, unlawful or improper activity regarding a payment; (iv) if NVIDIA detects that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; (v) failure to cooperate in an investigation or provide additional information when requested; or (vi) any other circumstances NVIDIA deems appropriate in NVIDIA's sole discretion.


8.5 Taxes.

Stated prices may not include customs duties, tariffs, sales, use, value-added, excise, federal, state, local or other taxes (collectively, "Taxes"). You are solely responsible for the payment of such Taxes related to your purchase and you agree that payment of fees will be made in full without reduction for withholding taxes, if applicable. Applicable Taxes may be added at the time of purchase.


8.6 Promotional Codes.

NVIDIA may, from time to time in its sole discretion, offer certain promotional codes for discounts, which may be offered through certain campaigns on the Site or authorized third parties. Promotional codes are non-transferable and are not redeemable for cash, credit, or toward previous purchases. The promotional code must be redeemed at the time of checkout, unless otherwise advertised, and cannot retroactively be applied to a purchase. There is no cash alternative. Furthermore, promotional codes cannot be used in conjunction with any other offer or promotional discount, and must be redeemed by the date published, if provided. Lost promotional codes cannot be replaced. Unless otherwise stated, there is a limit of one promotional code per customer. Promotional codes are void where prohibited. Any promotional program, including campaigns on the Site, may be terminated or modified by NVIDIA at any time in its sole discretion.

9. NVIDIA's Intellectual Property.

NVIDIA retains all right, title, and interest in and to all of our intellectual property. Except as expressly provided in these Terms of Sale, no right, title, interest, or license is granted to you, whether expressly, by implication, by way of estoppel, or otherwise.

If no License accompanies software provided with an Offering, subject to the terms and conditions of these Terms of Sale NVIDIA hereby grants to you a limited, non-exclusive, non-transferable right to execute such software as provided to you and solely in connection with the applicable Offering for its intended use. Unless otherwise expressly permitted under a License that accompanies the software, you may not at any time, and will not permit any other person or entity to: (i) use the software for any purpose other than as described in this Section 9 in connection with the Offering you purchased and as permitted under the laws, regulations and guidelines of your place of use; (ii) copy, sell, rent, sublicense, transfer or distribute any portion of the software; (iii) reverse engineer, decompile, disassemble, modify, create derivative works, or remove copyright or other proprietary notices from any portion of the software; (v) bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism contained in the software; or (vi) use the software in any manner that would cause components to become subject to an open source software license or other shareware license. Mandatory non-waivable rights you may have under applicable law are not affected by the foregoing.

All software licensed is proprietary and protected by applicable patent, trademark, copyright, and other intellectual property laws. You agree not to remove, cover, or otherwise obscure NVIDIA's trademarks, branding, or logo placed on the Offering or Offering packaging nor add any third-party marks to materials provided by NVIDIA or to any Offering or Offering packaging.

10. U.S. Government Restricted Rights.

The Offerings, Software, and any related documentation ("Protected Items") are "Commercial product[s]" or "Commercial service[s]" as those terms are defined at 48 C.F.R. §2.101, including "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). The Protected Items are developed at private expense and provided subject to these Terms of Sale. In no event will the U.S. Government 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.

11. Communications.

As part of your purchase of the Offerings, you may (if enabled) receive push notifications, text messages, alerts, emails, or other types of messages directly sent to you outside or inside the Site ("Push Messages"). If you decide to enable such Push Messages, you agree to receipt of communications from NVIDIA via the Push Messages. Please be aware that third party messaging or data fees may occur relating to these Push Messages depending on the plan you have with your wireless carrier.

12. Warranty Disclaimers; Security.

The Offerings are subject to the return policy as described in Section 7.5 above. WITHOUT LIMITING ANY RIGHT TO RETURN AS EXPRESSLY PROVIDED IN THE RETURN POLICY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERINGS ARE PROVIDED BY NVIDIA "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NVIDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NO WARRANTY IS MADE ON THE BASIS OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NVIDIA DOES NOT WARRANT THAT THE OFFERINGS WILL MEET YOUR REQUIREMENTS, BE FREE FROM SECURITY VULNERABILITIES OR THREATS, OR THAT ANY DEFECTS WILL BE CORRECTED. Some states do not allow the disclaimer of implied warranties. In those states, you may have additional rights.

No product, system or technology is absolutely secure. NVIDIA strongly encourages you to install all software, firmware and security updates provided by NVIDIA. NVIDIA is not responsible for any incompatibility, malfunction, security vulnerability, or performance issue arising from your failure to timely install such updates.

13. Indemnity.

You agree to indemnify and hold harmless NVIDIA, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns ("Indemnified Parties") and, at NVIDIA's election, defend the Indemnified Parties from and against any claims or lawsuits, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Sale, or your purchase of or use of the Offerings.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE OFFERINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR THE PURCHASE OR USE OF THE OFFERINGS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL NVIDIA'S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THESE TERMS OF SALE EXCEED THE AMOUNTS PAID BY YOU FOR THE OFFERINGS. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS WILL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS, IF ANY, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The exclusions and limitations of liability in these Terms of Sale form an essential basis of the bargain between the parties, and, absent any such exclusions or limitations of liability, the Terms of Sale, including the economic terms, would be substantially different. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

15. Governing Law; Dispute Resolution.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NVIDIA.

15.1 Governing Law.

These Terms and all Disputes (as defined below) that may arise from it or out of the Offerings will be governed by the Federal Arbitration Act, in addition to the internal substantive laws of the State of Delaware and the United States, without regard to or application of its conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Any translation of these Terms is done for local requirements and, if there is a dispute between the English and any non-English versions, you and NVIDIA agree that the English version of these Terms will govern to the extent not prohibited by local law in your jurisdiction.


15.2 Informal Resolution.

If you or NVIDIA have any dispute, claim or controversy arising out of or relating to the Offerings or these Terms of Sale ("Dispute"), the parties agree to work in good faith to resolve the Dispute informally. If you have a Dispute, you must first contact NVIDIA and give NVIDIA an opportunity to resolve it by contacting NVIDIA by mail at NVIDIA Corporation, ATTN: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051. Either you or NVIDIA may seek to have a Dispute resolved in the applicable courts in your country of residence or the applicable courts in closest proximity to your residence at any time before an arbitrator is appointed, and you may also bring a Dispute in the small claims court in the Superior Court of California, County of Santa Clara.


15.3 Binding Arbitration.

For any Disputes that are not resolved informally or by the applicable court, you and NVIDIA each agree to resolve any such Dispute by binding arbitration before an arbitrator from Judicial Mediation and Arbitration Services ("JAMS") (rules available at https://www.jamsadr.com/). Except as otherwise provided in this section, all issues are for the arbitrator to decide, including jurisdictional and arbitrability issues and the formation, existence, validity, interpretation, and scope of this arbitration provision. The arbitration will be conducted in Santa Clara County, California (or the nearest JAMS office to Santa Clara County), unless you request an in-person hearing in your hometown or you and NVIDIA agree otherwise. You and NVIDIA agree that the parties will arbitrate all Disputes, remedies, and requests for relief subject to individual arbitration first, the arbitrator will only determine issues of liability on the merits of any claim asserted, and the arbitrator may only award declaratory or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. You and NVIDIA agree that any remaining unresolved Disputes, remedies, or requests for relief may be pursued in court only after the arbitrator's award has been issued. In any later court proceeding, the arbitrator's factual findings will not be entitled to deference by the court. Nothing in these Terms of Sale will prevent a party from seeking injunctive or other equitable relief from the courts in any jurisdiction to prevent the actual or threatened violation of that party's intellectual property rights or other proprietary rights. If for any reason this Section 15.3 is unenforceable concerning any Dispute, and a Dispute proceeds in a court of general jurisdiction, the Dispute will be exclusively brought in state or federal court located in Santa Clara County, California.


15.4 Class Action, Representative Action, & Jury Trial Waiver.

All Disputes must be brought by a party in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You and NVIDIA agree to waive the right to a jury trial, participate in class action lawsuits, class-wide arbitrations, any collective, consolidated, or other proceeding or request for relief where someone acts in a representative capacity.


15.5 Right to Opt-Out.

You may opt-out of the foregoing jury trial, class action, arbitration, and collective or consolidated proceeding waiver provision by notifying NVIDIA in writing within 30 days of the purchase of an Offering, within 30 days of the effective date of these Terms of Sale, or within 30 days of any future change NVIDIA may make to this section 15.5. Such written notification must be sent by mail to NVIDIA Corporation, Attn: Legal, 2788 San Tomas Expressway, Santa Clara, California, 95051 and must include (1) your name, (2) your address, (3) the reference to the Offering(s) to which the notice relates, and (4) a clear statement indicating that you do not wish to resolve disputes through arbitration and demonstrating compliance with the 30-day time limit to opt-out. Any opt-out notification received after the opt-out deadline or not including the required items noted in (1)-(4) in the preceding sentence will not be valid and you will be required to pursue your Dispute in arbitration or small claims court. Opting out of this dispute resolution procedure will not affect the terms and conditions of these Terms of Sale, which still apply to you. If you opt-out of any future change NVIDIA may make to this Section 15.5, the most recent version of Section 15.5 before the change you rejected will apply.

16. General.

16.1 Assignment.

You agree that you will not transfer or assign these Terms of Sale or your rights and obligations by any means or operation of law without NVIDIA's permission. These Terms of Sale do not create any third-party beneficiary rights.


16.2 Feedback.

You may provide to NVIDIA ideas, suggestions, requests, or other recommendations regarding the Offerings ("Feedback"). NVIDIA may use Feedback in NVIDIA's products, technologies, and services without paying any royalties to you and without any other obligations or restrictions.


16.3 Residence.

By accepting these Terms of Sale, you confirm that you are not currently residing or ordinarily reside in any country or region currently embargoed by the United States of America, and that you are not otherwise prohibited (e.g., SDN, DPL) from interacting with a United States of America company.


16.4 Notices.

If NVIDIA needs to contact you about one or more Offerings, you consent to receive notices by email and agree that electronic notice will satisfy any legal communication requirements. 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. You may also contact NVIDIA by telephone at 1-800-421-5048 or +33 1 8699 0248 or +49 69 1532 53964 and through NVIDIA's Consumer Support website at https://www.nvidia.com/en-gb/support/consumer/.


16.5 Entire Agreement; Waiver.

These Terms of Sale, together with the Terms of Service, the Privacy Policy, and any other NVIDIA policies referenced herein, constitute the entire agreement between you and NVIDIA concerning the Offerings. If it turns out that any provision of these Terms of Sale is not enforceable, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law and the remaining provisions will remain in full force and effect. No waiver or failure to assert a right under these Terms of Sale will be deemed a further or continuing waiver of such right or any other right. Unless otherwise specified, remedies are cumulative.


16.6 Changes to the Terms of Sale.

NVIDIA may make changes to these Terms of Sale from time to time, subject to applicable law. NVIDIA will publish the new Terms of Sale on the Site or will send other communications to you. The updated Terms of Sale will be effective when published. Please review the Terms of Sale on a regular basis. You understand and agree that your express acceptance of the updated Terms of Sale or purchase of the Offerings after the date of publication will constitute your agreement to the updated Terms of Sale. If you do not agree with the updated Terms of Sale, you must not purchase any Offerings.

17. Country/Jurisdiction-Specific Terms.

If you have purchased a hardware Offering within the European Economic Area (European Union and European Free Trade Association member states) or the United Kingdom, the Local Terms set forth below will apply to your purchase where such Local Terms may conflict with the Terms of Sale.


17.1 Right of Withdrawal.

You may exercise your statutory right of withdrawal from your purchase of a hardware Offering within fourteen (14) days from the date of delivery without giving any reason. Please refer to https://www.nvidia.com/en-gb/support/consumer/ for more information about how to exercise this right. Please note that this statutory right of withdrawal is in addition to, and does not affect, the rights of return under Section 7.5 of these Terms of Sale.

PLEASE NOTE: Your right of withdrawal for the supply of digital content (such as software, games, or other digital downloads) not supplied on a tangible medium (e.g., a physical disk) will expire prematurely if: (i) You expressly consent to the immediate performance of the contract before the end of the 14-day withdrawal period; and (ii) You acknowledge that, by giving this consent, you will lose your right of withdrawal once the performance (e.g., the download or streaming) has begun.

By purchasing and agreeing to download or access digital content from NVIDIA, you are providing your express consent to the immediate performance of the contract and acknowledging that you will lose your right of withdrawal upon the commencement of the download or access.


17.2 Passing of Risk.

Title to and the risk of loss and damage of the hardware Offerings passes from NVIDIA to you when you have acquired possession of the hardware Offerings.


17.3 Taxes.

The stated prices for Offerings are inclusive of Value Added Tax (VAT) at the applicable local rate.


17.4 Statutory Warranties.

You may have statutory warranty rights or consumer law rights under the law applying to your purchase that cannot be excluded or restricted by agreement between you and NVIDIA. The warranty period will never be shorter than two (2) years from the date the hardware Offering is delivered to you. Such warranty rights are in addition to any warranties set forth herein and will remain unaffected by these Terms of Sale.


17.5 Limitation of Liability.

Nothing in these Terms of Sale will exclude or limit NVIDIA's liability for death or personal injury caused by NVIDIA's negligence or willful misconduct, any damages caused by NVIDIA's fraud, willful misconduct, or gross negligence, any liability under product liability laws, or any other liability that cannot be excluded or limited under applicable law.


17.6 Notices.

If NVIDIA needs to contact you about one or more Offerings, you consent to receive notices by email and agree that electronic notice will satisfy any legal communication requirements. 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 or NVIDIA GmbH, Bavaria Towers, Einsteinstrasse 172, 81677 Munich, Germany, Attention: Legal. You may also contact NVIDIA by telephone at 1-800-421-5048 or +33 1 8699 0248 or +49 69 1532 53964 and through NVIDIA's Consumer Support website at https://www.nvidia.com/en-gb/support/consumer/.


17.7 Governing Law and Jurisdiction.

Nothing in these Terms of Sale will deprive you of any mandatory non-waivable rights and protections that you have under the laws of your country of residence and that cannot be derogated from by contract, including any such rights and protections under consumer protection laws. NVIDIA may bring a claim under these Terms of Sale against you only in the courts of the country where you reside. You may bring a claim under these Terms of Sale against NVIDIA either in the courts of the country where you reside or in any other court of competent jurisdiction. Both you and NVIDIA may always bring a counterclaim in the court in which the original claim is pending. Where available under applicable law in your country of residence you may also be entitled to bring a dispute under these Terms of Sale before any consumer dispute board or body designated under consumer protection laws.


17.8 Assignment.

If NVIDIA assigns or otherwise transfers these Terms of Sale, NVIDIA will use commercially reasonable efforts to notify you of such assignment and transfer in advance and will ensure that such assignment and transfer does not prejudice your rights under these Terms of Sale.


17.9 Changes to the Terms of Sale.

NVIDIA will use commercially reasonable efforts to post any changes to these Terms of Sale in advance of its effective date.

Schedule 1 – EU Withdrawal Form

Right of withdrawal

You have the right to withdraw from this contract and return a hardware Offering within fourteen (14) days without giving any reason. The return period will expire fourteen (14) days from the day on which you acquire, or a third party designated by you (other than the carrier) acquires, physical possession of the hardware Offering.

To exercise the right of withdrawal, you must inform NVIDIA at +1-800-421-5048 or +33 1 8699 0248 or +49 69 1532 53964 or through the NVIDIA Consumer Support website at https://www.nvidia.com/en-gb/support/consumer/ of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the attached model withdrawal form, but use of this form is not obligatory. You can also electronically fill in and submit the model withdrawal form or any other unequivocal statement on our website at https://www.nvidia.com/en-gb/support/consumer/. If you use this option, we will communicate to you an acknowledgement of receipt of such a withdrawal on a durable medium (e.g. by e-mail) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, NVIDIA will reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay. NVIDIA will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any additional fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You can contact NVIDIA Customer Support at https://www.nvidia.com/en-gb/support/consumer/ to obtain a return shipment address that you can use to send back the hardware Offering. The hardware Offering must be sent back without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to NVIDIA. The deadline is met if you send back the hardware Offering before the period of 14 days has expired. NVIDIA will bear the cost of returning the hardware Offering.

You are only liable for any diminished value of the hardware offering resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the hardware Offering.

Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

To NVIDIA [please add geographical address and email address]:

____________________________I/We hereby give notice that I/We withdraw from my/our contract of sale of the following goods:

Goods Ordered

(please list specific goods and serial number of each of the goods),

_____________________________________________

_____________________________________________

_____________________________________________

Ordered on/received on,

_____________________________________________

_____________________________________________

Name of consumer(s),

_____________________________________________

_____________________________________________

Address of consumer(s),

_____________________________________________

_____________________________________________

_____________________________________________

Signature of consumer(s) (only if this form is printed on paper),

Date

_____________________________________________