1. Definitions
- Customer Data means data, content, prompts, instructions, and other materials provided by or on behalf of Customer to the Service or processed by the Application.
- Documentation means the user guides, technical manuals, instructions, service descriptions, and other materials provided or made available by Nebius (electronically or otherwise) that describe the functionality, operation, or use of the Service or the Application.
- NVIDIA Components means NVIDIA enterprise software and related assets made available via the Application, which may include NVIDIA AI Enterprise software and services, NVIDIA NIM inference microservices, models, runtimes, drivers, SDKs, libraries, and associated materials.
- Sensitive personal data means any category of personal data deemed sensitive or subject to enhanced protection under Applicable Data Protection Laws, including, without limitation: (i) medical records or other health information protected under the Health Insurance Portability and Accountability Act (“HIPAA”); (ii) biometric data; (iii) genetic data; (iv) financial information as defined under the Gramm-Leach-Bliley Act; (v) data falling within Articles 9 and 10 of the General Data Protection Regulation (“GDPR”); (vi) Social Security Numbers or comparable national identifiers; (vii) personal information relating to minors as defined under the laws of their country of residence; (viii) precise geolocation data; and (ix) any other category of data considered sensitive under Applicable Data Protection Laws.
2. Scope and Relationship to Other Terms
These Terms apply specifically to the Application and the NVIDIA Components made available through it. Certain NVIDIA Components may reference NVIDIA’s standard licensing and policy URLs (including product-specific terms, Trustworthy AI terms, privacy and support policies). Those NVIDIA terms are incorporated by reference solely to the extent they are mandatory for the relevant NVIDIA Components and do not require the Customer or its end users to accept NVIDIA’s license agreement directly.3. Grant of Rights
Subject to the Customer’s ongoing compliance with these Terms and the Documentation, Nebius grants the Customer a limited, non-exclusive, non-transferable, revocable right to deploy and use the Application via the Service.4. Use Restrictions and Customer Undertakings
Customer shall not, and shall not permit any third party to: a) use Application, including NVIDIA Components, in violation of these Terms or applicable law; b) reverse engineer, decompile, or disassemble Application, including NVIDIA Components, except to the extent such restriction is prohibited by applicable law; c) bypass, disable, reduce the efficacy of, or circumvent any usage limit, technical limitation, safety guardrail, encryption, security, digital rights management, billing or authentication mechanism contained in Service and Application, including NVIDIA Components; d) remove or alter proprietary notices; e) replace NVIDIA components governed by these Terms with software that implements NVIDIA APIs; f) distribute or disclose to third parties the results of benchmarking, competitive analysis, or performance testing of NVIDIA Components without NVIDIA’s prior written permission (except where such disclosure is expressly allowed by the applicable NVIDIA documentation); g) use NVIDIA Components or any of their outputs to infringe third-party rights or to develop or improve competing models or products using NVIDIA proprietary assets contrary to applicable NVIDIA notices; h) transfer or assign any rights or obligations under these Terms to any third party without the prior written consent of Nebius; i) include any Sensitive personal data in the Customer Data. In addition, the Customer undertakes to: a) ensure safe storage and prevent the compromise of login details used to access the Services; b) promptly notify Nebius in case of any technical problems with the Service or Application; c) inform Nebius of any relevant changes in the Customer’s details no later than seven (7) calendar days from the date of such changes; d) cooperate fully with Nebius in the event of a security incident that occurs due to the Customer’s actions or omissions and results in a compromise of the Service’s security, including timely reporting of the incident, provision of relevant logs, and compliance with forensic investigations; e) follow the Documentation when using the Service and the Application.5. Compliance with NVIDIA Trustworthy AI Terms
Customer must use NVIDIA Components in compliance with NVIDIA’s Trustworthy AI Terms, which are available via https://www.nvidia.com/en-us/agreements/trustworthy-ai/terms/.6. Prohibited and High-Risk Uses
Customer shall not use the Application as or in a high-risk AI system or in prohibited AI practices as defined in the EU Artificial Intelligence Act (as amended or re-enacted) (the “EU AI Act”).7. Customer Support
Nebius will be responsible for Customer Support related to the Application as deployed via the Service. Support will include assistance with deployment, configuration, access, basic troubleshooting, and issue triage within the scope of the Service. Where an incident implicates NVIDIA software components, model artifacts, or behavior governed by the NVIDIA Terms, Nebius may coordinate escalations consistent with NVIDIA’s then-current processes and requirements. Customer acknowledges that the scope, response targets, and availability of Customer Support are as described in the Documentation and applicable SLA; any performance, availability, or functionality commitments for NVIDIA components are subject to the NVIDIA Terms.8. Service Levels; Maintenance
The Service Level Agreement applies to the availability and performance of the underlying Nebius platform infrastructure. Maintenance windows, updates, and changes may occur in accordance with the Documentation. Updates to the Application or NVIDIA components may be applied to address security, safety, or quality concerns and may change model behavior. Customer is responsible for validating such changes in Customer’s environment.9. Customer Responsibilities
Customer is responsible for: (a) configuring appropriate guardrails, filters, and human oversight for its use case; (b) performing testing, evaluation, and monitoring suitable for its risk profile; (c) complying with data protection, export control, and sector-specific requirements; (d) ensuring it has all necessary rights and consents for data provided to or generated by the Application; and (e) promptly ceasing any use that violates these Terms or applicable law.10. Data; Content; Feedback
As between the parties, Customer retains ownership of Customer Data and is responsible for its legality and accuracy. Customer grants Nebius the rights necessary to operate and support the Application for Customer, including processing inputs, outputs, logs, and telemetry. Nebius may use de-identified and aggregated operational data for security, quality, and Application and Service improvements. Customer grants Nebius and NVIDIA a non-exclusive, royalty-free license to use de-identified feedback about the Application for improvement and support. Customer is solely responsible for any decisions or actions taken in reliance on outputs. Outputs may be probabilistic, incomplete, or inaccurate; Customer must review outputs for accuracy and suitability.11. Personal Data
If Customer Data includes any Personal Data, the processing of such Personal Data shall be governed by Section 11 (Personal Data) of the Agreement and the Data Processing Agreement (“DPA”), available at https://docs.nebius.com/legal/dpa. The Parties agree that the DPA forms an integral part of the Agreement and applies to all processing of Personal Data carried out under or in connection with these Terms.12. Fees; Taxes
Fees for the Application usage are as described in the Service Rates. Fees are exclusive of taxes, which are Customer’s responsibility.13. IP Ownership
NVIDIA and its licensors retain all right, title, and interest in and to the NVIDIA Components, associated documentation, and any improvements or derivatives thereof, subject only to the limited rights expressly granted in these Terms. Nebius and NVIDIA do not claim ownership of the Customer’s outputs, subject to applicable NVIDIA notices for specific components.14. Warranties; Disclaimers
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE APPLICATION AND ALL NVIDIA COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF PERFORMANCE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE APPLICATION OR NVIDIA COMPONENTS WILL BE ERROR-FREE OR UNINTERRUPTED. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE CASES, VALIDATION, AND COMPLIANCE OBLIGATIONS.15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEBIUS WILL NOT BE LIABLE FOR ANY LOSSES ARISING FROM THE CUSTOMER’S NON-COMPLIANCE WITH THESE TERMS, DEPLOYMENT IN PROHIBITED OR HIGH-RISK CONTEXTS, OR RELIANCE ON OUTPUTS WITHOUT ADEQUATE HUMAN REVIEW. LIABILITY LIMITATIONS AND EXCLUSIONS IN THE NEBIUS SERVICES AGREEMENT ALSO APPLY.16. Suspension; Termination
Nebius may suspend or terminate the Customer’s access to the Application if Nebius reasonably determines that the Customer is in breach of these Terms or applicable law, or if necessary to prevent harm, address security risks, or comply with legal obligations. Upon termination, the Customer must cease all use of the Application, including NVIDIA Components.17. Export; Sanctions; Regulatory Compliance
The Customer represents and warrants that it is not subject to sanctions and will not use or export the Application or NVIDIA Components in violation of applicable export control, sanctions, or trade laws. The Customer is responsible for compliance with AI-specific and sector-specific regulations applicable to its use cases and jurisdictions, including the EU Artificial Intelligence Act (EU AI Act) where applicable.18. Changes to these Terms
Nebius may update these Terms to reflect changes in law, safety, or Application behavior. Material changes will be communicated through the Service or by other reasonable means. Continued use of the Application after the effective date of updated terms constitutes acceptance.19. Order of Precedence
In the event of a conflict: (1) any mandatory NVIDIA notices or terms expressly designated for specific NVIDIA Components (solely as to those components and solely to the extent the terms are non-waivable) will control; then (2) these Terms; then (3) the Nebius Services Agreement (solely as to matters not governed by the foregoing).Web address: https://docs.nebius.com/legal/specific-terms/applications/nvidia-app-enterprise Publication date: November 14, 2025
Effective date: November 17, 2025