Avid DNxHD Codec Source Code End User License Agreement

Before downloading the DNxHD codec, ensure that you have read and understand the following:

Avid Technology, Inc.
Avid DNxHD™ Codec Source Code
End-User License Agreement (EULA) V1.0

NOTICE: THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN AVID TECHNOLOGY, INC., A DELAWARE CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT AVID TECHNOLOGY PARK, 65-75 NETWORK DRIVE, BURLIGNTON, MASSACHUSETTS 01803 ("AVID") AND YOU (EITHER AN INDIVIDUAL OR AN ENTITY THAT IS A REGISTERED AVID USER) REGARDING THE AVID DNxHD CODEC SOURCE CODE. PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, USING OR COPYING THE AVID DNxHD CODEC SOURCE CODE.

AVID IS WILLING TO LICENSE THE AVID DNxHD CODEC SOURCE CODE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. BY DOWNLOADING, INSTALLING, USING OR COPYING THE AVID DNxHD CODEC SOURCE CODE, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. YOU AGREE THAT THROUGH YOUR DOWNLOADING, INSTALLING, USING OR COPYING OF THE AVID DNxHD CODEC SOURCE CODE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. PLEASE REPORT ANY ERRORS YOU DISCOVER IN THE AVID DNxHD CODEC SOURCE CODE TO AVID.

THIS LICENSE IS AN INTERNAL-USE-ONLY LICENSE AND DOES NOT PERMIT DISTRIBUTION OR CREATION OF DERIVATIVE WORKS. IF YOU ARE A MANUFACTURER INTERESTED IN A SOURCE CODE LICENSE THAT PERMITS DISTRIBUTION AND/OR CREATION OF DERIVATIVE WORKS, PLEASE CONTACT AVID.
1. DEFINITIONS

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. “Control” means direct or indirect beneficial ownership of or the right to exercise: (a) more than fifty percent (50%) of the voting stock or equity in an entity; or (b) more than fifty percent (50%) of the relevant ownership interest or decision-making authority representing the right to make the decisions for the subject entity in the event that there is no voting stock or equity.

1.2. “Agreement” means this document.

1.3. “Avid DNxHD Codec Source Code” means C language Source Code delivered to You by Avid under the terms and conditions of this Agreement.

1.4. "Executable" means computer program code in any form other than Source Code and that is executable by a commercial, off-the-shelf operating system for a commercially-available general purpose computer.

1.5. "Intellectual Property Rights" means all proprietary rights, including, but not limited to, computer software source code, copyrights, trade secrets, know-how and patent rights, and all exclusive rights thereunder.

1.6. "Internal Development" by You means development by You (if an individual), or development by an employee of You (if an entity) acting within the scope of his or her employment and having a written agreement consistent with the terms and conditions of this agreement, at Your secure facilities where You have taken reasonable steps necessary to protect the security and confidentiality of the Licensed Software.

1.7. “Internal Use” by You means installation and execution of an Executable on Your computers for processing Your data, at Your secure facilities where You have taken reasonable steps necessary to protect the security and confidentiality of the Licensed Software.

1.8. "Licensed Software" means the Avid DNxHD Codec Source Code, and any Modifications made to the Licensed Software by You, and any Executable created from the Avid DNxHD Codec Source Code.

1.9. "Modification" means any addition, deletion, restructuring or other alteration by You to either the Licensed Software or to the contents of a file containing Licensed Software and/or other Modifications, or any new file created by You that contains any part of the Licensed Software and/or other Modifications, or any new file created by You and combined by You with the Licensed Software to produce an Executable that includes the Licensed Software.

1.10. "Source Code" means the preferred form of a computer program for making modifications to it, including all modules it contains, plus any associated interface definition files, or scripts used to control compilation and installation of an Executable.

1.11. "You" (or "Your") means an individual or a legal entity, and its Affiliates, that is a registered Avid user.
2. LICENSE GRANTS

2.1. Internal Development License. Under Avid’s Intellectual Property Rights in the Licensed Software, subject to the terms and conditions of this Agreement and subject to third party intellectual property claims, Avid hereby grants You, and You hereby accept, a compensation-free, perpetual, worldwide, nonexclusive, non-transferable, non-assignable, and personal license, without the right to sublicense, to access, download, store, reproduce and compile the Licensed Software, for the sole purpose of Internal Development by You of an Executable of the Licensed Software. No Modification to the Licensed Software is permitted except as is absolutely necessary to permit compilation of the Licensed Software to make such an Executable. No other use of the Licensed Software is permitted, and the following uses (without limitation) of the Licensed Software are expressly forbidden, to the extent such prohibition is permitted by applicable law:

a. distributing the Licensed Software, in either Source Code or Executable form; b. porting the Licensed Software to another programming language; c. optimizing the Licensed Software, including but not limited to assembly language optimization and vector-based optimization, such as Altivec and SSE2 optimizations; and d. reverse engineering or analysis of the Licensed Software to extract its ideas and concepts; e. developing any other Source Code for a high definition video encoder or decoder that is not a Modification that is necessary to permit compilation of the Licensed Software; f. developing any hardware implementation of a high definition video encoder or decoder, including but not limited any implementation in a field programmable gate array (FPGA) or other embedded implementation.

2.2. Internal Use License. Under Avid’s Intellectual Property Rights in the Licensed Software, subject to the terms and conditions of this Agreement and subject to third party intellectual property claims, Avid hereby grants You, and You hereby accept, a compensation-free, perpetual, worldwide, non-exclusive, non-transferable, non-assignable, and personal license, without the right to sublicense, to use Your Executable of the Licensed Software solely for Internal Use by You in the production, editing and archiving of Your high-definition video data.

2.3. No Other Rights. Except for the rights expressly provided by this Agreement, Avid does not grant, by implication, estoppel or otherwise, any other rights in the Licensed Software or any license or right in any other of Avid's Intellectual Property Rights.

2.4. Reciprocal Intellectual Property License. As an express condition to the license grants in Sections 2.1 and 2.2, You agree to grant Avid and its other licensees of the Licensed Software a perpetual,

compensation-free, worldwide, non-exclusive, non-transferable, non-assignable, personal and otherwise reasonable and nondiscriminatory license, without the right to sublicense, under a claim of any patent or patent application, now or hereafter acquired by, owned by or assigned to You, and which is necessarily infringed, directly or indirectly, by the making, practicing, using, selling, offering for sale or importing of the Licensed Software, to make, practice, use, sell, offer for sale and import, and/or otherwise dispose of, the Licensed Software.

2.5. Defensive Suspension. As an express condition to the license grants in Sections 2.1 and 2.2, You agree that if Avid or any of its licensees of the Licensed Software is first sued for patent infringement by You or any of Your Affiliates, on account of the manufacture, use, sale, offer for sale, importation or other disposition or promotion of the sued party’s Licensed Software, then the sued party may terminate all license grants and any other rights provided under this Agreement to You. The foregoing shall not apply if the patent infringement suit that would otherwise trigger this Section 2.5 is solely based on a failure to comply with the scope of the license grants set forth in this Agreement.

2.6. No Trademark Use. No right to use any of Avid’s trademarks is provided under this Agreement.
3. SUPPORT

Avid shall have no obligation under this Agreement to provide You with any maintenance or technical support services with respect to the Licensed Software.
4. DISCLAIMER OF WARRANTY

THE LICENSED SOFTWARE PROVIDED UNDER THIS AGREEMENT IS PROVIDED "AS IS" AND WITH ALL FAULTS, AND AVID HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, AND MAKES NO REPRESENTATIONS WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, QUALITY, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE PERFORMANCE, ACCURACY OR COMPLETENESS. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE IS WITH YOU. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT.
5. LIMITATION OF LIABILITY

IN NO EVENT SHALL AVID BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, GENERAL, ECONOMIC, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION), OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF ANTICIPATED PROFITS, IN ANY WAY RELATED TO USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE SOLE AND EXCLUSIVE REMEDY FOR LACK OF SATISFACTION WITH THE LICENSED SOFTWARE IS TO DISCONTINUE USING THE LICENSED SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH AVID'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
6. PROPRIETARY INFORMATION

6.1. Nondisclosure. The Licensed Software and all ideas and concepts embodied therein are confidential and proprietary information of Avid. You agree that You will not disclose any part of the Licensed Software to a third party.

6.2. Ownership. The Avid DNxHD Codec Source Code is and shall remain the property of Avid.

6.3. Irreparable Harm. You agree that the restrictions contained in this Agreement are necessary for the protection of Avid, and consider them to be reasonable for such purpose. You agree that any breach of this Agreement may cause Avid substantial and irreparable damage and therefore, in the event of any such breach, You agree that Avid shall be entitled to specific performance and other injunctive relief, in addition to such other remedies as may be afforded by applicable law.
7. TERMINATION

7.1. For Cause. Either You or Avid may terminate this Agreement immediately upon written notice at any time if the other party is in material breach of this Agreement.

7.2. Effect of Termination. Upon termination of this Agreement, Your license rights under Sections 2.1 and 2.2 shall immediately cease and You must destroy all full or partial copies of the Licensed Software.

7.3. Survival. Sections 1, 2.3, 2.4, 2.5, 2.6, 4, 5, 6, 7 and 8 expressly survive Termination of this Agreement.
8. MISCELLANEOUS

8.1. Government Rights. The Avid DNxHD Codec Source Code was developed at private expense and with no government funds. Use, duplication or disclosure by the Government is subject to restriction as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Science clause at DFAR 252.227.7013 or FAR 52.227-19 if applicable.

8.2. Export Regulations. You agree that the Licensed Software, or any portion thereof, will not be downloaded, transferred or otherwise exported or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act (the "Act") and the regulations thereunder, or into any country to which the United States embargoes goods, or will be distributed to any persons on the Table of Denial Orders, the Entity List or the List of Specially Designated Nationals, or will be used for any purposes prohibited by the Act. By using the Licensed Software under this Agreement, You agree to the foregoing and represent and warrant that (a) no agency of Government has suspended, revoked or denied Your export privileges; (b) Your are not located in or under the control of a national or resident of any such country or on any such list; and (c) You will not export or re-export the Licensed Software or any portion thereof to any prohibited country, or to any prohibited person, entity or end-user as specified by the Act and the regulations thereunder.

8.3. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by the laws in force in the Commonwealth of Massachusetts excluding its conflicts of law rules. You and Avid hereby consent to the exclusive jurisdiction of and venue in the state and federal courts sitting in the Commonwealth of Massachusetts.

8.4. No Partnership or Joint Venture. This Agreement shall not create a principal-agent relationship between Avid and You, nor shall anything herein be construed to cause the parties to be acting as partners or as a joint venture. Neither You nor Avid shall have any power or authority to obligate or bind the other in any manner and neither You nor Avid shall make any representation or warranty on behalf of the other.

8.5. Force Majeure. Neither You nor Avid shall be liable for any delay or failure in the performance of any obligation under this Agreement, except for payment obligations, if such delay or failure is due to causes beyond its reasonable control, such as natural catastrophes, war or civil disturbances, governmental acts or omissions, labor strikes, transportation stoppages and power failures.

8.6. Severability. If any provision in this Agreement is held to be unenforceable for any reason, then the provision shall be reformed only to the extent necessary to make it enforceable. Such a holding shall not affect the enforceability of such provision under other circumstances or in other jurisdictions and shall not

affect the enforceability of any remaining provision of this Agreement; provided, however, that no such reformation shall be effective if it materially changes the economic benefit of this Agreement to either party.

8.7. Captions. The captions to the Sections of this Agreement are for convenience only, and are not a part of this Agreement, and shall not be deemed to have any effect in construing this Agreement.

8.8. No Waiver. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Avid, its agents or employees, but only by an instrument in writing signed by an authorized signatory of Avid.

8.9. Integration and Modification. This Agreement contains the entire agreement between the parties pertaining to the licensing by You of the Licensed Software and supersedes all preexisting agreements between the parties respecting its subject matter. Any Representation, promise, or condition in connection with such subject matter, which is not incorporated in this Agreement, shall not be binding upon either You or Avid. No modification, renewal or extension of this Agreement or any of its provisions shall be binding upon the party against whom enforcement of such modification, renewal or extension is sought, unless made in writing and signed on behalf of such party by one of its executive officers.

8.10. Assignment. You may not assign Your rights under this Agreement without prior written consent from Avid.