Please read these Terms of Sale (the “Terms of Sale”), our Terms of Service (the “Terms of Service”), and our Privacy Policy (“Privacy Policy”) carefully because they govern your purchase of certain hardware products offered for sale by NVIDIA Corporation (“NVIDIA”) on NVIDIA’s marketplace website, located at the Site. To make these Terms of Sale easier to read, the hardware products offered for sale by NVIDIA through the Site are referred to as the “Products.” These Terms of Sale govern your purchase of Products, regardless of how you purchase the Products, whether by computer, mobile device, or otherwise; and whether directly through our 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.

1. Agreement to Terms.

By purchasing any Products, 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 Products.

2. Privacy Policy and Terms of Service.

Please review our Privacy Policy and Terms of Service, both of which also govern your purchase of the Products, for information on how we collect, use, and share your information and for the terms and conditions governing your use of the Site.

3. Supplementary Terms.

Certain Products, services, promotions, or content that we offer may be subject to additional terms and conditions or other agreements (“Supplementary Terms”) specified by us 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.

4. Who May Purchase the Products?

(a). Eligibility.

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


(b). United States Sales.

The Products may only be purchased for shipment to locations within the United States of America. By purchasing the Products, you represent and warrant that: (i) you will comply with all applicable laws (e.g., local, state, federal and other laws) when purchasing the Products; and (ii) you are purchasing the Products in the United States of America for your own personal use, and not for business use or 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. We reserve the right, but have no obligation, to monitor where you are purchasing the Products from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to your purchase of the Products, in whole or in part, from any geographic location, IP addresses, and unique device identifiers or to any user who we believe is in breach of these Terms of Sale.

5. Compliance.

The Products are controlled by NVIDIA from its offices within the United States of America. NVIDIA makes no representation that the Products are appropriate or available for sale in other locations, and access to them from territories where the Products or their use is illegal or prohibited. You are always responsible for compliance with all applicable local laws.

6. Accounts.

In order to purchase certain Products, you will need an account. You must provide us with accurate, complete, and current account information and keep this information up to date. We reserve the right to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account, including, without limitation, all Product purchases and any other financial transactions. It is your sole responsibility to protect your password from unauthorized use.

7. Purchase Terms.

(a). Product Descriptions.

We try to make the Site thorough, accurate, and helpful to our customers. Nonetheless, there may be times 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, we cannot guarantee that your computer monitor’s or other device’s display of any color will be accurate. We reserve 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 order) or to update Product information at any time without notice. Subject to applicable law, all Product descriptions are subject to change at any time without notice, in our sole discretion. Any offer for any Product made via our Site is void where prohibited.


(b). Availability and Pricing.

NVIDIA reserves the right to change the prices and available Products at any time. Quantities of Products may be limited, and availability cannot always be guaranteed. We reserve the right to discontinue any Product at any time. Products offered for sale on this Site are for sale only in the United States and all prices are quoted in U.S. dollars.


(c). Purchasing Products.

When we offer the Products for sale on the Site, we are inviting you to make an offer to buy the Products shown on the Site. When you place an order by clicking or activating the appropriate button or hyperlink on the Site, you are making us a legally binding offer to buy the Product you have selected on these Terms of Sale. We accept your offer only when we have received approval by your chosen payment method and when we have shipped your Product or otherwise made it available to you. We have the right to refuse or limit any orders or quantities, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason. We will not be liable if a Product is unavailable or if shipment is delayed. We reserve the right to provide substantially similar products to fulfill your order.


(d). Shipping.

Available Products will generally ship within thirty (30) days from NVIDIA receiving approval and clearance by your chosen payment method, unless NVIDIA otherwise provides you with notice of a later ship date. Products purchased on the Site will only be shipped to addresses within the United States of America and are subject to United States of America and foreign export control laws and regulations. Products must be purchased, sold, exported, re-exported, transferred, and used in compliance with these laws and regulations.


(e). Returns.

All Product purchases via our Site are subject to return and exchange policies as we may promulgate from time to time, including without limitation, the policy located at Return Policy which is incorporated into these Terms of Sale by reference. Please review the Return Policy before purchasing a Product. Any Products purchased through any other channel cannot be returned or exchanged directly to or by NVIDIA.


(f). Transfer of Title and Risk of Loss/Damage.

Title to and the risk of loss and damage of all Products passes from us to you at the time we deliver the Products to the carrier for shipment. By purchasing Products on the Site for shipment, you are asking us to engage a common carrier to deliver your order. In doing so, we are providing a service to and acting on behalf of you. We reserve the right to choose any and all procedures, packaging, and the common carrier of sold Products. We may not be able to have your order shipped to a post office box, to certain addresses or on certain days. We reserve the right to ship your order in multiple boxes or shipments.


(g). Damaged or Incomplete Shipment.

If you receive a damaged or incomplete shipment of Products, or if you are otherwise unhappy with any Product, please visit https://www.NVIDIA.com/en-us/support/. Any refunds or replacements are made solely in our discretion.

8. Ordering; Payment.

(a). Transaction Authorization.

When you make a purchase of one or more Products (each, a “Transaction”), you expressly authorize us (or our third-party payment processors and other service providers that we may select or change in our discretion) to charge you for such Transaction. We 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 us with your Payment Information, you agree that we (and our 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 us hereunder and that no additional notice or consent is required. NVIDIA may use Stripe Inc. (“Stripe”) as its payment processing service provider. By purchasing any of the Products, you agree to be bound by Stripe’s U.S. Terms of Service available at Stripe Terms and Privacy Policy. 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 us to provide your Payment Information to third parties (including Stripe and any other third-party payment processors and service providers) so we 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. All fees and applicable taxes, if any, are payable in U.S. dollars.


(b). Payment.

We accept 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. We reserve the right to use the Payment Information you provide us to provide better service to you should you wish to use our service again in the future and to protect us from 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.


(c). Cancellation.

Except as expressly provided in these Terms of Sale, all orders are non-cancelable; we may grant or deny cancellation requests for individual orders in our sole and absolute discretion. We may also, in our 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. We 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 a Product in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you purchase a Product in breach of these Terms of Sale; (iii) if your payment method is declined; (iv) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, 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 we deem appropriate in our sole discretion.


(d). Taxes.

Stated prices do not include any customs duties, sales, use, value-added, excise, federal, state, local or other taxes. You are solely responsible for the payment of such taxes related to your purchase. We have the right to charge you for (and may add to the purchase price) any taxes that we believe we are required to pay or collect related to your purchase.


(e). 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.

We retain 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. To the extent that any software is embedded in or provided with a Product (the “Software”), the Software is licensed as set forth herein and not sold. 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 the Software as provided to you and solely in connection with the Product for its intended use. You may not at any time, and will not permit any other person or entity to, directly or indirectly: (i) use the Software for any purpose other than as described in this Section 9 in connection with the Product 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; and (iii) reverse engineer, decompile, disassemble, modify, create derivative works, or remove copyright or other proprietary notices from any portion of the Software.

10. U.S. Government Restricted Rights.

The Products, 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 Products, 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.

The Products are subject to the Return Policy as described in Section 7(e) above. WITHOUT LIMITING ANY RIGHT TO RETURN AS EXPRESSLY PROVIDED IN THE RETURN POLICY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS 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, 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 PRODUCTS WILL MEET YOUR REQUIREMENTS, 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.

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 Products.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA AND ITS AFFILIATES SHALL 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 PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR THE PURCHASE OR USE OF THE PRODUCTS, 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 PRODUCTS. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL 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.

(a). Informal Resolution.

If you or NVIDIA have any dispute, claim or controversy arising out of or relating to the Products 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.


(b). 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(b) 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.


(c). 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.


(d). 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 a Product, 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(d). 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 Product(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(d), the most recent version of Section 15(d) before the change you rejected will apply.


(e). Governing Law.

You and NVIDIA each agree that all Disputes 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 of Sale 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 of Sale will govern to the extent not prohibited by local law in your jurisdiction.

16. General.

(a). 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.


(b). Notices.

If NVIDIA needs to contact you about one or more Products, 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.


(c). Feedback.

You may, but don’t have to, provide to NVIDIA any use information or suggestions, requests, or other feedback regarding the Products, including possible enhancements or modifications to the Products. For any feedback that you voluntarily provide, you hereby grant NVIDIA and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without the payment of any royalties or fees to you. NVIDIA will decide if and how to respond to feedback and if to incorporate feedback into the Products.


(d). 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.


(e). 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 Products. 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 shall be deemed a further or continuing waiver of such right or any other right. Unless otherwise specified, remedies are cumulative.


(f). Changes to the Terms of Sale.

NVIDIA may make changes to these Terms of Sale from time to time. 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 Products after the date of publication shall 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 Products.