What this says:
Your school will become an Avid Learning Affiliate to gain access to free and/or discounted Avid software for your students and staff.
- Being an Avid Learning Affiliate is voluntary.
- Affiliate status will be renewed annually based on eligibility verification.
- Affiliate status does not authorize your institution to certify students.
- You agree to only assign Avid software licenses to eligible and current students and staff.
- You agree to assign appropriate staff to be a license administrator and primary support contact for authorized students and staff.
- Avid welcomes the opportunity to provide our Standard Support level entitlement to the license administrator.
- You agree to receive program and educational offering communications as part of the Avid Learning programs as an Affiliate.
- Avid respects and values the privacy of student data and will protect it in accordance with all applicable laws.
- Avid is proud to associate with participating schools and we welcome your use of the Avid Learning Affiliate logo to promote your participation.
- You can cancel your participation at any time.
- Avid can cancel the program at any time.
These Avid Learning Affiliate Program Terms and Conditions (the “Agreement”), effective as of the date of acceptance (the “Effective Date”), are by and between Avid Technology, Inc. (“Avid”) and you, or the individual, company or other entity that you represent (“Affiliate”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement.
1. Definitions: Capitalized terms used in the Agreement shall have the following meanings.
1.1. “Affiliate Administrator” means the current faculty or staff member(s) who will be responsible for administering the technical aspects of the Affiliate Program, including but not limited to receipt and allocation of Product licenses to Authorized Users.
1.2. "Avid Learning Affiliate” means any educational institution that joins the program for the benefit of receiving free licenses or through the purchase of Official Courseware.
1.3. “ALP” means an official Avid Learning Partner that provides training and certification to students in the use of Avid Products subject to a separate agreement.
1.4. “Authorized Users” means current students, faculty and staff who attend or are employed by Affiliate and have been issued an Affiliate email address at Affiliate’s domain.
1.5. “EULA” means Avid’s end user license agreement which governs the use of Products found at https://www.avid.com/legal/end-user-license-terms-for-avid-software
1.6. “Products” means the Avid software subscriptions provided by Avid hereunder at its discretion.
1.7. “Training Materials” means Avid instructional materials such as text, images and audiovisual materials for training Students in the use of the Products. Training Materials are purchasable separately and additional terms and conditions may apply.
2. License and License Administration:
2.1. License to Products. Subject to the terms of this Agreement, Avid will issue Product licenses at its discretion free of charge to Affiliate solely for use by Authorized Users and in accordance with the EULA. Affiliate agrees to provide such licenses solely to those Authorized Users who are currently enrolled at or employed by Affiliate and who have been issued an email address at Affiliate’s domain. Avid reserves the right to immediately disable Product licenses at its discretion if Products are issued to non-authorized users.
2.2. License to Training Materials. Training Materials may be available for an additional fee. If purchased, Affiliate may use Training Materials for the instruction of Authorized Users but may not grant certificates in any Avid official courses except as authorized by a separate ALP agreement.
2.3. Affiliate agrees to appoint an Affiliate Administrator to serve as Avid’s primary contact. The Affiliate Administrator’s name and contact information may be displayed on the Avid website for the purposes of identifying Affiliate as a participating institution and informing students and faculty from the institution whom to contact.
2.4. Avid may publicize Affiliate as a participant of the Avid Affiliate Program and provide the name and contact information for the contact designated by Affiliate.
Support cases must be submitted by the Affiliate Administrator (or other single point of contact designed by Affiliate and approved by Avid) on behalf of the Affiliate. Avid has no obligation to provide support directly to individual Authorized Users. Avid will provide customer support for the Products according to the Avid Standard Support description to the Affiliate Administrators.
4. Protection of Intellectual Property.
Affiliate acknowledges that all Avid Products and Training Materials, if any, are protected by copyright, trademark, trade secret and/or patent rights and Affiliate shall use commercially reasonable efforts to ensure that such rights are protected. In the event Affiliate becomes aware of unauthorized use or copying by Authorized Users or other companies or individuals associated with Affiliate, Affiliate shall immediately take the necessary measures to halt such copying and notify Avid of the occurrence.
5. Use of Avid Trademarks and Trade Names.
During the term of this Agreement, Affiliate is authorized to use the designation "Avid Learning Affiliate," the trademark "Avid," the Avid logo (in a format supplied by Avid) to publicize its participation in the Avid Learning Affiliate program. Affiliate shall not represent itself as an Avid Learning Affiliate or use any other Avid trademarks without written authorization by Avid. Avid may terminate this Agreement upon notice if, in the sole opinion of Avid, Affiliate fails to comply with Avid’s Trademark Usage Guidelines at https://cdn-www.avid.com/-/media/avid/files/legal/trademark_usage_guidelines.pdf. Upon the expiration or termination of this Agreement, Affiliate agrees to cease all display, advertising and use of any and all Avid logos and trademarks pursuant to this Agreement. Affiliate agrees not to alter, erase or overprint any notice provided by Avid or affix any Avid trademark to any non-Avid-authorized course materials. Affiliate agrees that its use of Avid trademarks shall not create in its favor any right, title or interest therein and acknowledges Avid's exclusive right, title and interest in Avid’s trademarks.
6. Term and Termination.
6.1. Term. This Agreement shall be effective as of the Effective Date. The initial term shall be one year from the Effective Date (the “Initial Term”) and, provided that Affiliate makes annual payment on time shall thereafter renew for additional one-year periods (each a “Renewal Term”) and shall remain in effect until the Agreement is terminated as set forth below. Avid reserves the right to verify Affiliate’s eligibility prior to each Renewal Term.
6.2. Termination for Convenience. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ written notice. Additionally, Avid may discontinue the Affiliate Learning Partner program upon notice at any time.
6.3. Termination for Breach. Either party may terminate this Agreement: (i) immediately for any material breach of this Agreement by the other party if such material breach is not cured within 30-days following notice thereof; (ii) immediately upon written notice if the other party shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, or shall avail itself of or become subject to any proceeding under the U.S. Federal Bankruptcy Code or any other statute relating to insolvency or the protection of rights or creditors, or (iii) without cause for any reason or no reason with thirty (30) days prior written notice to the other party. Additionally, Avid may terminate this contract immediately upon notice for any breach by Affiliate of the terms set forth in Sections 3, 4 or 5.
6.4. Effect of Termination. Upon any termination of this Agreement, Affiliate shall (i) cease use of the Products, Proprietary Information and Avid trademarks (ii) immediately cease to publicize itself as an Affiliate Learning Partner. Avid shall have no liability to Affiliate for damages arising from termination. Sections 5, 7, 8, and 9 shall survive termination.
7. Exclusion of Damages; Limitation of Liability.
EXCEPT IN CASES WHERE EXCLUSION OF DAMAGES IS PROHIBITED BY LAWS GOVERNING PUBLIC INSTITIONS, AVID SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, EVEN IF AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CASES WHERE LIMITATION OF LIABILITY IS PROHIBITED BY LAWS GOVERNING PUBLIC INSTITUTIONS, AVID'S LIABILITY TO AFFILIATE HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY AFFILIATE TO AVID DURING THE TERM HEREOF, REGARDLESS OF THE THEORY OF LIABILITY.
8. Disclaimer of Warranty.
AVID IS PROVIDING PRODUCTS AND OTHER MATERIALS “AS IS” AND WITH ALL FLAWS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.1. Assignability. Neither this Agreement nor any interest herein may be assigned, delegated or transferred, in whole or in part, by Affiliate.
9.2. Entire Agreement and Amendment. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior communications, understandings, and agreements. This Agreement may not be modified except by a subsequently dated written amendment signed on behalf of Avid and Affiliate by their duly authorized representatives.
9.3. Binding Effect. Subject to the limitations as set forth herein, this Agreement will mutually benefit and be binding upon the parties, their successors and assigns.
9.4. Severability. If any provisions of this Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions shall remain in full force and effect.
9.5. Waiver. No terms or provisions hereof shall be deemed waived and no breach consented to or excused, unless the party claimed to have agreed to such waiver, consent or excuse shall have acknowledge and agreed to such waiver, consent or excuse in a writing signed by an authorized representative of such party. Any consent, waive or excuse of breach hereunder shall not constitute a consent to, waive of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.
9.6. Force Majeure. Neither Avid nor Affiliate shall be liable for damages for any delay or failure to deliver arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, acts of civil or military authority, fires, riots, wars or embargoes.
9.7. Relationship of Parties. The parties hereto are independent contractors and neither party is an employee, agent, Affiliate, franchise or joint venturer of the other. Neither party shall have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party.
9.8. Compliance with Laws. Avid and Affiliate shall at all times under this Agreement comply with all Federal, State and local laws. The Parties agree to maintain the privacy and security of personally identifiable education records and health information and to prevent disclosure in compliance with Federal laws including, but not limited to, the Family Educational Rights and Privacy Act.