Unified Terms and Conditions

These Unified Terms and Conditions (these “UTC”) are incorporated into and made part of the Agreement (as defined in the Quote or SOW executed by the parties). Terms used but not defined herein shall have the definition set forth in the Quote, SOW, or Documentation.

 

These UTC apply to the purchase, receipt, and use of all Avid Hardware and Software (each as defined below) including subscriptions (the “Product(s)”), as well as any SaaS Subscriptions (as defined below), Professional Services, and technical and customer support services (as defined below, and together with SaaS Subscriptions, the “Services”), described in an applicable Quote, SOW, and/or Documentation. Please read these UTC carefully.

 

Definitions

 

“Avid” means (a) Avid Technology, Inc. (for customers in the Americas and Asia Pacific); (b) Avid Technology International, B.V. (for customers in Europe, the Middle East, and India); or (c) Avid Technology, K.K. (for customers in Japan).

 

“Customer” or “you” means the customer identified in the applicable Quote or SOW.

 

“Documentation” means all materials associated with or relating to the Software, Hardware, System, or Specified Work Products, including without limitation materials relating to the installation, repair, operation, performance, maintenance, and use thereof, that Avid generally makes available to users. Documentation includes specifications, user manuals, program manuals, quality assurance documents, and any updates, modifications, revisions, or changes thereto. Documentation excludes SOWs and Quotes.

 

“Hardware” means hardware and/or other equipment manufactured by Avid and bearing an Avid trademark.

 

“Privacy Policy” means the privacy policy of Avid, detailing the extent of collection, usage, sharing, retention, protection and other terms relating to Customer data, available at https://www.avid.com/legal/privacy-policy-statement, as updated from time to time.

 

“Quote” means the Avid-generated document listing the applicable Avid Products and/or Services.

 

“Software” means software applications, firmware, or code (including updates, upgrades, and related documentation) manufactured or provided by Avid and bearing an Avid trademark, whether delivered on-premises, electronically, or accessed remotely, including any software embedded in, pre-installed on, bundled with, or required for the operation of Hardware. Software includes software made available on a hosted or subscription basis (including SaaS Subscriptions) unless expressly stated otherwise.

 

“SOW” means a statement of work between Avid and Customer which describes the applicable Services being provided by Avid.

 

“Support Plan” or “Support Plan Services” means the customer and technical support services and associated service level agreement and response times as further detailed on an Avid support plan, available at https://www.avid.com/legal/avid-advantage-terms-and-conditions. The applicable Support Plan is identified on the Quote.

 

Changes to Products and Services. The foregoing notwithstanding, Avid regularly and from time to time, improves, updates and/or replaces certain Products and Services to improve customer experience. Avid may make such improvements, updates and/or replacements at any time without notice or liability, provided such change does not result in materially detrimental impact to you. New and/or improved, updated or replaced Products and Services and their features and functionality may be subject to different terms and conditions and require additional fees. Avid may, without prior notice to you, discontinue Products and/or Services at any time.

 

Changes to these UTC. Any changes to these UTC from time to time will be displayed at https://www.avid.com/legal/unified-terms-and-conditions. You agree to be bound by any subsequent changes to these UTC.

PART A

 

[Part A applies where Avid is the commercial seller-of-record]

 

COMMERCIAL TERMS

 

PRICING. The price for Products and Services shall be stated on the applicable Quote. All prices are exclusive of any excise, sales, use, transfer, or other taxes and duties imposed by any federal, national, state, provincial, municipal, or other governmental authority. To the extent that the pricing terms of the Quote directly conflict with these UTC, the Quote shall prevail.

 

TAX: Avid will collect and remit sales tax in jurisdictions where required by law, unless Customer notifies Avid in advance and provides a valid jurisdiction-specific exemption or resale certificate or other tax authority document acceptable to Avid before the invoice is issued. Customer shall be responsible for providing all documentation necessary to establish their exempt status. If a valid certificate is not provided prior to invoicing, Avid will add the applicable sales tax to the invoice, and Customer agrees to pay the tax along with the invoiced amount. In jurisdictions where Avid is not required to collect sales or use tax, Customer acknowledges and agrees that they are solely responsible for calculating, reporting, and remitting any applicable taxes directly to the appropriate taxing authority. Customer shall also be responsible for payment of all other applicable taxes and duties (other than taxes based upon the net income of Avid), except where Customer is exempt from payment of the same; provided that Customer has delivered to Avid a valid certificate of exemption.

 

Price Adjustment. Unless otherwise stated in the Quote and/or SOW, Avid’s applicable rates and prices set out in Avid’s official price list may be upwardly adjusted at the discretion of Avid. The total fees payable by the Customer may be upwardly adjusted at Avid’s option, including but not limited to when the Customer: (a) upgrades Products or Services; (b) subscribes to additional features, functionality, Products, or Services; (c) renews their subscription; and/or (d) orders additional Products or Services. The total fees payable by the Customer may be upwardly adjusted in accordance with any increase in prices imposed on Avid by third party. Any Products and/or Services provided outside the scope of the Quote and/or SOW are sold on the pricing then-current at the time of provision.

 

Cross-grades and Exchanges. Customer acknowledges that discounts offered in connection with an Avid cross-grade or exchange program are contingent upon Customer’s surrender of the Products to be exchanged as instructed by Avid. If Customer fails to surrender such Product in accordance with Avid’s instructions, Customer agrees to pay the difference between the discounted price and full price for the Product that is subject to the cross-grade or exchange program.

 

Professional Services Fees. Professional services refers to any services designated as such by Avid and detailed in a SOW (“Professional Services”). Unless otherwise agreed in writing by the parties with regard to a specific project, Professional Services are provided to Customer on a time and materials basis and Avid will invoice Customer monthly as Professional Services are rendered. The quantities and corresponding price(s) for the Professional Services described in the Quote and/or SOW are estimates only and, unless specified otherwise in the Quote and/or SOW, Customer will be invoiced for Professional Services delivered. The amount of Professional Services delivered may be more or less than those estimated on the Quote and/or SOW and Customer agrees to pay for all Professional Services performed in accordance with the Services set out in the Quote and SOW. In case no hours are used by the Customer within twelve (12) months, the Professional Services engagement shall be subject to debooking by Avid. If Professional Services are delivered on a “Fixed Fee” basis pursuant to the Quote and/or SOW, Avid will provide a set price for the project scope to be delivered under the applicable Quote and/or SOW and Customer is responsible for payment of that amount regardless of the quantity of service time delivered, unless the parties enter into a Change Order as set forth below. If specified in the Quote and relevant SOW, engagements may be structured on a percent-complete or milestone basis, with invoicing and payment tied to the progress or completion of defined phases or milestones. In addition to Fixed Fee and time and materials, Professional Services may be purchased on a recurring basis, as set forth below.

 

Professional Service Recurring Engagement (“PSR”). PSR refers to a determined number of prepaid Professional Services hours which are available to be redeemed by Customer during the term of the engagement as set forth on a Quote. PSR Services will be invoiced annually in advance. No SOW will be required at the time of the PSR order, and Avid shall provide a SOW for the Services when the Customer requests to redeem their PSR hours. PSR hours may be applied to any currently available Professional Services offering and are based on Avid standard Professional Services hours. Professional Services provided on weekends, evenings and public holidays will incur a 50% uplift on the hourly redemption amount. For annual PSR engagements, PSR hours expire twelve months from the date of purchase and any unused hours will not be refunded or carried over to additional terms. For multi-year PSR engagements, Customer must consume at least the minimum number of hours specified in the applicable Quote during each 12-month period of the term. Any hours not used within the applicable period will be forfeited and will not carry over to subsequent periods or to any renewal term.

 

Professional Services Expenses. Customer will reimburse Avid for all reasonable expenses incurred by Avid in connection with the provision of the Professional Services, including travel, lodging, meals, and other reasonable fees in accordance with Avid’s ‘Travel and Expenses Guidelines for Customer Engagements’ (available at https://edge.sitecorecloud.io/avidtech-d6a2e9a9/media/files/legal/travelandexpenses.pdf?sc_lang=en). Expenses may be billed on an as-incurred basis, or on a fixed fee basis as set forth on the applicable Quote. Expenses shall include a fifteen percent (15%) uplift to cover administrative costs. Avid will periodically issue invoices for expenses.

 

SaaS Subscription and Fees. SaaS Subscriptions may be offered on an annual, monthly, or weekly basis. Fees for the SaaS Subscriptions are set forth on the applicable Quote and may include (a) a one-time activation fee; (b) tiered subscription fees; (c) usage and bandwidth charges which may include charges based on total runtime, storage, download, and asset allowance; and (d) overage fees dependent on additional usage. Additionally, SaaS services may be offered on a per-operation basis within certain Avid applications. If your actual seat, bandwidth, or storage or download usage exceeds the limits for which you have pre-paid you may be charged additional fees, have SaaS Subscriptions limited, or be required to renew at a higher subscription level at additional cost if you wish to remain subscribed.

 

Payment. Customer is responsible for payment of all fees, expenses and other charges listed in the Quote and/or SOW as invoiced by Avid. Payment is due within thirty (30) days of invoice date or as otherwise set forth on a Quote (“Due Date”). Payment obligations arise upon purchase and are not contingent on delivery, access, download, installation, use, or acceptance of the Product or Services. Subject to the dispute procedure below, should any invoice remain unpaid for more than ten (10) days past the due date, Avid shall have the right to (i) suspend provision of all Products and Services until payment is received; and (ii) charge such late fees as described below. To secure prompt payment and performance of all obligations owed by Customer to Avid, Customer hereby grants to Avid a security interest in and lien on all equipment and/or inventory (including, without limitation, all systems, software, and hardware) sold to Customer by Avid and all products and proceeds of the foregoing until full payment has been made by Customer.

 

Billing and Invoicing Disputes. If Customer wishes to raise a reasonable and good-faith dispute regarding any invoice, Customer must (a) pay all invoices when due; and (b) notify Avid in writing of such dispute within thirty (30) days of invoice date, with sufficient detail for Avid to investigate. If Avid determines that any portion of the invoice was over-billed, Avid shall issue a credit for the confirmed over-billed amount, as permitted by applicable law. Failure to provide notice of a dispute within the thirty (30) day period shall constitute acceptance of the invoiced amounts.

 

Late Fee. Any amounts that remain unpaid beyond the Due Date, shall bear interest at the rate of three percent (3%) per month or such lower rate as is the highest rate permitted by applicable law. In addition, if the payment for applicable fees is more than fifteen (15) days overdue then the Customer shall be liable for an additional ten percent (10%) late payment fee or such lower rate as is the highest rate permitted by applicable law. Avid may, at any time, pursue collection efforts against Customer due to Customer’s failure to pay fees due under the Agreement, and Customer shall pay Avid’s reasonable costs of collection, including any attorney’s fees related thereto as permitted by applicable law.

 

No Set-Off. No counterclaim or set off may be deducted by Customer from any payment due to Avid on any account whatsoever without Avid’s prior written consent.

HARDWARE SALES TERMS

 

The terms and conditions below relate to any Hardware purchased from or provided by Avid.

 

Shipping. All Hardware will be shipped using customary industry methods of shipment and transportation. Shipments shall be made on an FOB Origin basis within the Americas and Asia Pacific regions; on a CIP Destination basis in Europe; and on a CIP Destination basis in the Middle East and Africa, each as defined per Incoterms 2020. If Hardware is returned under any circumstances, regardless of cause, the Customer will be liable for any shipping costs associated, including but not limited to applicable custom duties, V.A.T. and other associated taxes and charges for international service, subject to applicable law. Unless otherwise agreed in writing between the parties, all packing and methods of shipment will be selected by Avid, but Avid will not assume any liability in connection with shipment nor constitute any carrier as its agent. Customer agrees to accept partial order shipments, and for such shipments, shall be responsible for paying the partial amount due. Avid will use reasonable efforts to meet requested delivery dates, but will not be liable for its failure to do so.

 

Product Title. Title to the Hardware shall remain with Avid until full payment of all sums indicated on an invoice (including VAT or other applicable taxes) due. Until title passes, you shall hold all Hardware as bailee and as fiduciary agent for Avid and shall store the Hardware Product(s) separately from those of third parties at no cost to Avid in such a way that they are easily identifiable as the property of Avid. Without prejudice to any other rights, if you are in breach of the Agreement, Avid may recover, at your expense, and resell any or all of the Hardware supplied to you upon demand at any time before title has passed to you. You undertake to give access to your premises and the Hardware to enable Avid to retake possession of the Hardware. If you resell any Hardware in your possession notwithstanding that title in the Hardware has not passed to you, the proceeds of any such resale (the “Resale Proceeds”) shall belong to Avid until you have made full payment for the Hardware and until such time the Resale Proceeds shall be held by you in a fiduciary capacity on behalf of Avid and shall be kept in a separate account without prejudice to Avid’s rights to trace the same if you fail to keep such proceeds separate. For the avoidance of doubt, the parties intend that this section shall not operate to create or confer any form of security interest in favor of the Customer over property not yet fully paid.

PROFESSIONAL SERVICES TERMS

 

These terms and conditions relate to any Professional Services purchased under the Quote and applicable SOW(s). There may be multiple projects subject to the Agreement. Delivery and acceptance of each project is independent of the other projects.

 

SOWs. All Professional Services will be delivered only as set out in a written SOW executed by both the Customer and Avid. Avid will not be obligated to deliver Professional Services outside of the scope of the SOW except pursuant to a mutually signed Change Order. In the event of conflict between the terms of the Quote and the SOW, the Quote shall govern. In the event of conflict between the SOW and these UTC, these UTC shall govern unless the SOW expressly references the parties’ intent to supersede these UTC.

 

Acceptance. Unless otherwise expressly stated in the applicable SOW, each Professional Services deliverable is deemed accepted upon completion of the respective Services described in the SOW. Where a SOW includes defined acceptance criteria (“Acceptance Criteria”), Customer shall perform acceptance testing within ten (10) business days following Avid’s notice of completion (“Acceptance Period”). Customer shall provide written notice of any material non-conformity with the Acceptance Criteria within the Acceptance Period, including reasonably detailed supporting information in writing. If Customer fails to provide such detailed written notice within the Acceptance Period, the Professional Services shall be deemed accepted. If Customer timely notifies Avid of a material non-conformity, and Avid determines the non-conformity exists, Avid will use commercially reasonable efforts to correct the non-conformity. This correction procedure shall be Customer’s sole and exclusive remedy for failure to meet the Acceptance Criteria. Acceptance does not depend on Customer’s ability to achieve business objectives, operational outcomes, workflow efficiency, user adoption, or integration with third-party systems unless expressly included as Acceptance Criteria in the applicable SOW. Additionally, use or partial use of the deliverables in a production or operational environment constitutes acceptance, and any outstanding user acceptance testing milestones as detailed in a SOW will be deemed complete.

 

Change Orders. A SOW may be amended by written agreement of the parties in a change order (“Change Order”). Change Orders may be proposed by either party and must detail the requested SOW change, include the impact on the project timeline, fees and/or expenses, and must be signed by both parties to become effective except as otherwise set forth in this paragraph. In cases when the originator of the Change Order proposal is Avid, Customer will accept or decline the Change Order within ten (10) business days following receipt. Failure to respond within such period shall constitute deemed acceptance of the Change Order, and Avid may commence performance and invoice Customer accordingly. Customer’s right to reject a proposed Change Order shall not be unreasonably exercised. Avid will endeavor to provide an updated Quote for the estimated cost impact of the proposed Change Order; however non-provision of the updated Quote shall in no way detract from Customer’s liability for any costs arising from a Change Order.

 

Fixed Fee Professional Service Timing. Professional Services contracted on a Fixed Fee engagement must be delivered within twelve (12) months from the date the Customer signs the applicable Quote. Pricing for Fixed Fee engagements that have not begun within six (6) months from the date the Customer signs the Quote will expire and Professional Services will be re-booked at the then-current rates. If Professional Services have not been completed for Fixed Fee engagements within twelve (12) months, any remaining Professional Services shall be re-quoted at the then-current rates or cancelled at Avid’s discretion.

 

License to Specified Work Products. “Specified Work Product” means any specific work product expressly identified as Specified Work Products in a Quote, SOW, and/or Change Order and for which Customer has paid the applicable fees. Specified Work Products does not include Avid internal tools, processes, methodologies, Software, SaaS Subscriptions, templates, utilities, scripts, know-how, or other materials used or created by Avid in the course of performing the Professional Services but not expressly identified as Specified Work Products. Upon full and final payment, and with the exception of materials provided as part of Avid training services, Customer shall have a perpetual, non-transferable (except as explicitly permitted under these UTC), non-sublicensable, non-exclusive, fully paid license to use, copy, internally modify solely as necessary for Customer’s internal use of the Specified Work Products in connection with Customer’s use of Avid Products and Services, subject to any restrictions of any third-party materials embodied in the Specified Work Products and disclosed to Customer. The foregoing license does not include the right to make video and/or audio recordings of any training sessions or other activities by Professional Services personnel unless expressly agreed to in writing by Avid. All rights to any materials owned by Customer or a third-party and incorporated into the Specified Work Products shall remain with Customer or the third-party, as applicable. Except for the limited license expressly granted above, Avid retains all right, title, and interest in and to the Specified Work Products and all underlying intellectual property rights therein. Avid retains the unrestricted right to use, reuse, and exploit the Specified Work Products and any general knowledge, skills, experience, concepts, techniques, and know-how used or developed in the course of performing the Professional Services, including for the benefit of itself or third parties, provided that Avid does not disclose Customer confidential information. Avid shall be free to perform similar services and develop Specified Work Products for itself or any third party that may be similar or which may be competitive with those produced hereunder.

 

Customer Responsibilities. Customer shall provide appropriate, adequate facilities and a safe working environment and otherwise comply with all applicable occupational health and safety laws, regulations and other requirements in order to facilitate the safe completion of the Professional Services. Customer shall ensure the site is ready and accessible in good time and shall provide, in a timely manner, all security accesses required to carry out the Professional Services at the designated site for the period defined in the project plan. It is Customer’s responsibility to notify Avid of any policies, such as security and information technology policies that apply to its facilities in advance and provide Avid with copies of such policies prior to any on-site Professional Services. Any delay in Avid’s ability to deliver the Professional Services resulting from a failure by Customer to provide sufficient access or suitable site conditions shall automatically increase the agreed timeline for delivery and, where it results in additional time or resources, such time and resources will be charged to the Customer at Avid’s standard contract daily rates plus expenses, or in the case of a fixed fee contract, the Customer will be charged on the principle of quantum meruit. Any changes to the project schedule, or cancellation of the project with less than ten (10) business days’ notice may result in additional charges to Customer. Such charges in respect of delays will not be credited against any credits due for any Avid rescheduled services. Avid is not liable for any delays or failure to perform caused by Customer dependencies, site conditions, third-party systems, or Customer-provided materials, subject to the limitation of liability provisions of these UTC.

 

Project Assumptions and Dependencies. Professional Services are designed, planned, estimated, and quoted based on the technical, operational, and environmental requirements, assumptions, and Customer responsibilities and prerequisites described in the applicable SOW (“Project Assumptions”). Customer acknowledges that deployment environments, infrastructure, third-party systems, data quality, integrations, and software versions may differ from those anticipated at the time of estimation. If Avid reasonably determines that: (i) the Project Assumptions are inaccurate or incomplete; (ii) Customer’s environment does not meet the technical requirements; or (iii) integration, configuration, performance, or compatibility issues arise from third-party systems, unsupported versions, customizations, or Customer-provided materials, Avid may reasonably adjust the project scope, resources, sequencing, or scheduled timing. Any resulting additional changes shall be addressed through a Change Order, or where work must continue to prevent project interruption, invoiced on a time-and-materials basis at Avid’s standard rates. All project timelines, milestones, and completion dates are estimates only and depend on the assumptions noted above. Customer cooperation, readiness, and third-party dependencies, and therefore are not guaranteed delivery commitments. Nothing in a SOW constitutes a warranty of a particular operational result, performance level, workflow outcome, or integration result.

SAAS SUBSCRIPTION TERMS

 

These terms cover access to and use of the production instance of the cloud hosted software as a service, including but not limited to the Avid Content Core Platform and Wolftech Platform (collectively the “SaaS Platform”).

 

Access to and use of the SaaS Platform is offered on a subscription basis (a “SaaS Subscription”).

 

Consumption and Performance

1. Usage-Based Fees. Certain features of the SaaS Platforms may be billed as part of your SaaS Subscription on a usage basis, including without limitation API calls, bandwidth, compute consumption, data transfer, downloads, seats, storage, or other measurable metrics (collectively, “Usage”). Customer agrees to pay all fees based on its actual Usage determined according to these terms below, regardless of whether such Usage exceeds any prepaid or committed amounts. Usage-based fees will be calculated and invoiced monthly in arrears at the rates set forth in the applicable Quote. If Customer’s actual Usage materially or repeatedly exceeds the levels included in its then-current Subscription, Avid may suspend the applicable SaaS Subscription(s) and/or require Customer to purchase a higher subscription tier for continued access and usage.
2. Metering. Usage is measured and recorded by Avid’s systems and tools, which shall be the authoritative record for billing purposes.
3. No Dedicated Environment. Unless expressly agreed in the Quote, the SaaS Platforms are provided from a multi-tenant environment and are not dedicated to Customer. Customer has no rights to exclusive use of any Hardware, Software, network, or other resources, and Avid reserves the right to provision, configure, and reallocate resources among its customers in its sole discretion.
4. Performance Variability. Customer acknowledges that, in a shared, multi-tenant environment, system performance, response times, and availability may vary depending on overall demand, internet latency, or other factors outside Avid’s reasonable control. Avid makes no representation or warranty that the SaaS Platforms will perform identically in all circumstances, and disclaims any and all liability to the maximum extent permissible under applicable law for variability inherent to a shared cloud infrastructure.

More information on Support Services for SaaS Platforms is available at Avid Advantage Cloud Elite Plan.

TERM; TERMINATION

 

Term. The term of the Agreement shall commence on the Effective Date of the applicable Quote or SOW and shall continue until the end date specified in the applicable Quote or SOW, unless earlier terminated in accordance with the Agreement (the “Term”). The term of the Agreement shall renew in accordance with the applicable Quote, SOW and these UTC.

 

Termination for Breach. Either Party may terminate the Agreement, based upon a material breach by the other party of its obligations hereunder, including but not limited to non-payment by the Customer of any invoice, provided such breach is not cured within thirty (30) days after receipt of written notice of the breach. The parties agree that they will make a commercially reasonable effort to resolve any dispute by negotiation between the parties.

 

Other Termination Events. Either party may terminate the Agreement upon written notice in the event of the following applying to the other party: (i) the filing of a voluntary petition in bankruptcy; (ii) the involuntary commencement of any proceedings in the United States or any other jurisdiction relating to insolvency or bankruptcy which is not vacated within thirty (30) days; (iii) adjudication as bankrupt or insolvent pursuant to an involuntary petition; (iv) the appointment by any court of competent jurisdiction of a temporary or permanent receiver, custodian, trustee or other officer having similar powers for the party’s business who is not removed within thirty (30) days; (v) any levy under attachment, garnishment, execution or any other similar process which is not vacated or removed by payment or bonding within thirty (30) days; or (vi) any assignment for the benefit of creditors. A party shall immediately notify the other party in writing upon the occurrence of any of the above-listed events. Failure to do so shall constitute a material breach of the Agreement.

 

Effect of Termination. In the event of termination, Customer shall pay Avid for all Products, Services, and Specified Work Products delivered and expenses incurred under the Agreement. In the event of an early termination of the Agreement for any reason, and all fees and expenses for the remainder of the term set forth in the applicable SOW and/or Quote shall become immediately due and payable. The termination of the Agreement shall not affect any of the provisions of the Agreement which are expressly or by implication to continue in force after such termination or expiration, including any obligation to pay for Products, Services, and/or Specified Work Products, Intellectual Property rights, and/or confidentiality obligations. It is your sole responsibility to download any Customer Content you wish to retain prior to termination of the Agreement. Upon the expiration or termination of the Agreement, and except as provided hereunder, all rights granted to the Customer will immediately cease, Customer shall cease use of all Products and Services, and Avid will delete your Customer Content subject to any applicable legal requirements.

PART B

 

[Part B is intended to apply even where Avid is not the commercial seller – it takes the place of a standalone EULA]

 

SUBSCRIPTION TERMS

 

Subscription Period. Except as otherwise set forth in these Unified Terms and Conditions (“UTC”), Subscription for Avid Products and Services begins upon receipt of your payment by Avid or an authorized reseller or distributor, or upon activation of the Products or Services, as set forth on the Quote and continues for the period of time selected as the “Subscription Period”: Subscriptions may be monthly, annual, or multi-year. Subscriptions are non-cancelable, non-returnable, and non-refundable.

 

Automatic Renewal. To ensure continuity of services and access, at the end of your Subscription Period(s), Subscriptions will automatically renew for successive terms as set forth in the Quote or other transactional document unless and until Customer cancels via the account portal prior to renewal, subject to applicable law or otherwise set forth in these UTC. Avid will provide at least thirty (30) days advanced notice of any change to the renewal fee for the upcoming term when the renewal fee will be higher than the previous term.

 

Packaged Subscriptions. Certain Avid products are sold or licensed together with another subscription (the latter a “Packaged Subscription”), such as a Support Plan Subscription sold along with Hardware, with the fee for the initial term of the packaged subscription, such as the one-year Support Plan Subscription, waived. Packaged Subscriptions begin upon receipt of your payment by Avid or an authorized distributor, or upon activation of the Packaged Subscription, as the case may be, and continue for the time period stated in the quote, confirmation email, or other product document. To ensure continuity of services and access, and subject to applicable law, at the end of the Packaged Subscription’s initial term, you hereby agree that any expiring Packaged Subscription(s) shall be automatically and without further action or notice renewed, and you will be charged the then-current fees for such Packaged Subscription renewal(s).

 

If you do not wish your Subscription or Packaged Subscription to auto-renew, you MUST turn off auto-renew in your Avid account by visiting https://my.avid.com/account/orientation?returnUrl=%2fproducts#MyProducts prior to the end of your initial subscription term.

 

Activation Window. Pre-paid Subscriptions must be activated within ninety (90) days of purchase by the end user. Any subscription not activated within this period may be cancelled by Avid, and any prepaid amounts will be forfeited.

 

Additional Subscriptions Terms:

An active Subscription is required to use certain Avid Products and/or Services.

 

An internet connection is required to validate Subscription entitlements, and without an internet connection, your Products and/or Services may cease to function. In some cases, an internet connection is required to use and manage the Products and Services and for full functionality and the computer on which your Products and Services are running must connect to the internet once per month.

 

Changes to Products and Services. The foregoing notwithstanding, Avid regularly improves, updates and/or replaces certain Products and Services to improve customer experience. Avid may make such improvements, updates and/or replacements at any time without notice or liability, provided such change does not result in materially detrimental impact to you. New and/or improved, updated or replaced Products and Services and their features and functionality may be subject to different terms and conditions and require additional fees. Avid may discontinue Products and/or Services at any time.

SUPPORT PLAN SUBSCRIPTION TERMS

 

Support Plan Services are offered on a subscription basis.

 

Modification. Unless prohibited by applicable law, Avid retains the right to modify or withdraw Support Plan coverage at any time. Changes to Support Plan during the active Term which result in a material negative impact to Customer will result in a pro rata partial credit or refund of the Support Plan Subscription.

 

End of Life. Avid regularly designates older products as “End of Life” (no longer available for sale) and “End of Support” and publicly announces such designations (see https://kb.avid.com/pkb/articles/en_US/faq/End-of-support-dates). Products that have reached or passed the end of support date are not eligible for any form of support, including but not limited to replacement part coverage.

 

Support Plan Subscription Term. Unless otherwise specified in writing on the applicable Quote, the Support Plan Subscription term begins on the date of shipment for new Hardware and for other Products it begins of the purchase date, and continues for one (1) year (the “Support Plan Subscription Term”). Thereafter, Support Plan Subscriptions may be automatically renewed for additional one-year terms as set forth on the Quote (each a “Renewal Term”).

 

Lapse. For Customers that have allowed their Support Plan Subscription to lapse, replacement parts or Product coverage will become available in accordance with the Reinstatement Policy, available at https://images.avid.com/avidcom/PDFs/Avid%20Support%20Reinstatement%20Policy%202025.pdf. Reinstatement of support is not available for the following: (i) Products which have been designated as end of support; (ii) Hardware which has been transferred to a new owner; and (iii) Hardware not on a Support Plan which is more than six (6) years old. Further, if a Customer Care case and/or an RMA is created prior to the quoting and invoicing of the new support contract, the Customer will remain liable for out-of-warranty return-to-factory and/or repair costs quoted prior to reinstatement, irrespective of the effective date of such reinstated Support Plan.

 

Preconditions for Support Plan Services. You acknowledge that successful operation of the Support Plan Services is conditional on the Customer’s fulfillment of the following responsibilities:

• You have maintained the Product(s) or Services(s) covered hereunder in good and operable condition as on the support start date.
• You have used and will only use Products and Services in accordance with technical requirements stipulated in the applicable Documentation.
• You have used and will only use Avid-supplied or Avid-approved products and peripherals in connection with the Products and Services. Use of non Avid-Approved Products in connection with the Products and Services (as defined below) renders the Product and/or Service ineligible for Support Plan Services; however, Avid may at its sole option, provide service notwithstanding such non-compliant use. “Non Avid-Approved Products” means any hardware, software, operating systems, firmware, drivers, peripherals, third-party products, or configurations that are not identified by Avid as supported for use with the applicable Product or Service in Avid’s documentation, technical specifications, compatibility matrices, knowledge base articles, or other support or Documentation, or that are otherwise designated by Avid as unsupported, in each case as such materials may be updated by Avid from time to time.
• You will allow Avid reasonable access to Products, Services, and necessary data, which may include remote access.
• You will notify Avid in writing prior to relocating Hardware Products or in the event that internal components, including printed circuit boards are swapped. Avid will advise, based on logistics, details of relocation, or other changes whether it can continue to provide support and whether the provision of support will need to be delivered from another entity authorized to provide service in accordance with these terms (an “Avid-Authorized Service Provider”, as listed in avid.com); or discontinued. Avid shall have no obligation to continue Support Plan Service on Product(s) that have been relocated, or in which parts have been swapped without prior written agreement. Products moved to a new location may be subject to adjusted rates of Support Plan Services that continue to be offered at all.
• Avid is not responsible for insuring Products against loss or damage not covered by Avid’s Support Plans, including by way of example and not as a limitation, damage due to flood, hurricane, tornado or other “acts of God,” fire, electrical power surges, environmental contamination, hacking, theft, vandalism, misuse, neglect, acts of war or terrorism, and other external sources. Avid shall have no responsibility to repair or replace Products damaged under or related to any of the foregoing circumstances.
• It is your responsibility to ensure that maintenance and any services performed on the Products are performed by Avid or an Avid-Authorized Service Provider. Avid may, at its sole option, refuse to provide support services under this Agreement where issues have arisen due to errors made by any party other than Avid or an Avid-Authorized Service Provider.
• You must provide Avid with a list of system IDs; serial numbers; or other specified unique identifiers for the Products and Services to be covered under the Support Plan.
• Avid delivers most support remotely; you shall maintain supported browsers, operating systems, and versions of the Software as published by Avid from time to time; provide adequate connectivity, bandwidth and access sufficient to enable provision of Support Plan Services.