Terms & Legal: End User License Terms for Avid Software

This is the Avid Software License Agreement for end users. Your use of Avid software applications (and hardware products that include software), is governed by the Avid Software License Agreement below and other terms and conditions in effect for the product at the time of purchase, including but not limited to the Subscription Terms and Conditions

Certain versions of Pro Tools may include the Facebook 360 Spatial Workstation (AAX) plug-in. Use of Facebook 360 Spatial Workstation (AAX) plug is subject to the Software License Agreement found here:

Spatial Workstation Terms (Avid)

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0155-30098-00 (March 2018)

AVID SOFTWARE LICENSE AGREEMENT

This agreement is between Avid Technology, Inc. (together with its affiliates) and you. Please read this agreement carefully. These terms apply to the Avid software, along with the media on which you received it (if any). These terms also apply to any updates, support services, or Internet services for the software, unless other terms accompany those items. If so, those terms apply. The Avid software you have licensed may include locked software that you may choose to license and activate in the future. If you choose to do so, these terms will apply, unless other terms are presented to you when you license and activate the software.

By using the software, you accept these terms. If you do not accept them, do not use the software. Instead, return it to the reseller for a refund or credit. If you cannot obtain a refund from the reseller, or if you purchased your software license directly from Avid, contact Avid for information about Avid’s refund policies. Please visit www.avid.com/avidlicensing for details.

If you are a consumer, you may have additional or different rights. Please read this entire agreement, including Section H (Consumer Rights Not Affected), for more information.

The software may be distributed with components from other vendors that are subject to different terms. Please read this entire agreement, including Sections 8 (Third Party Software) and 9 (Third Party Information), for more information.

1. LIMITED RIGHTS TO INSTALL AND USE THE SOFTWARE. Avid grants you the following rights, subject to your purchase of the corresponding software license (if applicable) and the terms and conditions below:
   
   
   1. 1.1. Device (“node locked”) license. You may install one copy of the software on one hardware device and use the software on only that device for your internal business or your personal enjoyment. Software subject to a device license may be offered on a subscription basis.
   
   
   2. 1.2. Volume license. For each volume license that you purchase, you may install one copy of the software on one hardware device and use the software on only that device for your internal business or your personal enjoyment. You may deactivate licensed devices and redeploy your purchased volume licenses to different devices within your internal computer network using the administration tools provided to you by Avid. Software subject to a volume license may be offered on a subscription basis.
   
   
   3. 1.3. Concurrent user (“floating”) license. You may install one or more copies of the software on hardware devices within your internal computer network for your internal use. The software may be used concurrently by a number of individuals equal to or less than the number of concurrent user licenses you have purchased. This right is limited to the country in which you acquire the license, unless you acquire the license in the European Union or the European Free Trade Association, in which the case this right is limited to the member countries of the European Union and the European Free Trade Association. Software subject to a floating license may be offered on a subscription basis.
   
   
   4. 1.4. Commuter license. You may install one or more copies of the software on hardware devices within your internal computer network for your internal use. The software may be used concurrently by a number of individuals equal to or less than the number of concurrent user licenses you have purchased. In addition, licenses may be assigned to individual hardware devices for use outside of your internal computer network. When a license is assigned to an individual device that license no longer is available for use by concurrent users on your computer network. These rights are limited to the country in which you acquire the license, unless you acquire the license in the European Union or the European Free Trade Association, in which the case these rights are limited to the member countries of the European Union and the European Free Trade Association. Software subject to a commuter license may be offered on a subscription basis.
   
   
   5. 1.5. Virtualization (“Avid Cloud VM”) License. Avid may make certain software available subject to a virtualization license, including Media Composer Cloud | VM and MediaCentral Subscriptions. A virtualization license is required for any installation and use of Avid software in an environment where the host operating system is virtualized (“Virtualized Environments”). You may install one or more copies of the software in Virtualized Environments on hardware devices within your internal computer network for your internal use or within a Microsoft Azure environment maintained by you for your internal use, provided that you identify Avid as your Digital Partner of Record on your Azure account and otherwise deploy the software as instructed by Avid. The software may be used concurrently by a number of individuals equal to or less than the number of virtualization licenses you have purchased. Some software features may be unavailable when the software is installed in a Virtualized Environment. These rights are limited to the country in which you acquire the license, unless you acquire the license in the European Union or the European Free Trade Association, in which the case these rights are limited to the member countries of the European Union and the European Free Trade Association. Software subject to a virtualization license may be offered on a subscription basis.
   
   
   6. 1.6. Hardware key (“dongle”) license. Some software requires a special hardware key to function (such as the PACE iLOK USB key). You may install such software on multiple hardware devices, but you may only use the software on one hardware device at a time, and only in connection with your properly authorized hardware key.
   
   
   7. 1.7. Free download license. Avid may make certain software available to you free of charge that does not use any of the licensing schemes described in this agreement. You may download, install, and use such software for your internal business use or your own personal enjoyment subject to any additional terms that apply to the software, but you may not redistribute the software.
   
   
   8. 1.8. Avid Storage Suite Software License. AirSpeed software, ISIS software, Avid NEXIS software and other Avid Storage Suite software (“Storage Suite Software”) is licensed to you solely for your internal use in connection with genuine Avid servers and other hardware as configured and provided by Avid (“Storage Suite Hardware”). You may install Storage Suite Software on your Storage Suite Hardware. Your use of Storage Suite Software is limited to the storage capacity of your Storage Suite Hardware as configured and provided by Avid. Your use of Storage Suite client software is limited to the number of seats licensed to you by Avid.
   
   
   9. 1.9. Subscription. For software available on a subscription basis, you may install and use the most current version of the software during the term of your subscription on one or more hardware devices for your internal business use or your personal enjoyment, as permitted by and subject to the restrictions of the relevant license type. Subscription based software requires an Internet connection. Upon expiration of the subscription period or non-payment of the subscription fee, the software may become inactive without notice and will not be reactivated until the subscription is renewed, Avid receives payment, or a new subscription is purchased. Use of Software on a subscription basis is subject to additional terms and conditions available at www.avid.com/subscription.


2. LIMITED RIGHTS TO MEDIA ELEMENTS. The software may include certain pictures, animations, sounds, music and video clips for your reuse. You may create your own works based upon these media elements, and copy, modify, distribute, display, and perform your derivative works provided that:
   
   
   1. 2.1. you indemnify, defend, and hold Avid harmless from and against any claims or liabilities arising from your use of the media elements;
   
   
   2. 2.2. you include a valid copyright notice on your derivative works.
   
   
You may not sell, license or distribute the media elements by themselves or as part of any collection, product or service whose value is derived solely or primarily from the media elements themselves.


3. LICENSE CONDITIONS.
   
   
   1. 3.1. Technical limitations. This software may include technological measures, whether in the software or in bundled hardware or both, that are designed to prevent or detect unlicensed use of the software. Circumvention of these technological measures is prohibited, except and only to the extent that applicable law expressly permits, despite this limitation. Any attempt to circumvent technical limitations may render the software or certain features unusable or unstable, and may prevent you from updating or upgrading the software.
   
   
   2. 3.2. Reverse engineering and copying. You may not reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation. If the software is distributed with third party components licensed under the terms of the GNU Lesser General Public License (LGPL), you may reverse engineer the software for the sole purpose of debugging your modifications to the LGPL software. However, modified software is not covered by your limited warranty. See Section F (Exclusions from Warranty) for details. You may copy the software only to the extent necessary for backup or archival purposes in support of your use of the software. You must include all copyright and other legal notices appearing on the software in any copies that you make.
   
   
   3. 3.3. No software hosting or rental. You may not make the software available for others to download, copy or use. You may not use the software or functionality of the software to offer hosted services to the public. You may not rent the software to others.
   
   
   4. 3.4. No use in virtual or cloud environments. You may not install, deploy or use the software in a Virtualized Environment except subject to a virtualization license as set forth in Section 1.5.
   
   
   5. 3.5. No reconfiguration. The software is licensed for installation and use only in the manner it was provided to you, as configured by an automated installation program provided with the software, or as described in Avid’s documentation. You may not separate the components contained in the software or otherwise reconfigure the software to circumvent technical limitations on the use of the software or to otherwise exceed the scope of your license.
   
   
   6. 3.6. Academic Use. If the software is designated or specially-priced as an "Academic" or "Education" version, it is licensed only for educational, non-commercial use by students, faculty, and staff of an educational institution.
   
   
   7. 3.7. Evaluation software. If the software is designated or specially-priced as an “Evaluation,” “Trial,” "Not for resale" or "NFR" version, you may only use the software for demonstration, testing, or evaluation purposes.
   
   
   8. 3.8. Time limits. If the software is designated or specially-priced as a time-limited “Evaluation,” “Loan,” “Trial,” “Rental,” “Subscription” or "Temporary" version, the rights granted to you by Avid expire at the end of the time period. The software may contain technical measures that automatically disable the software at the end of the time period.
   
   
   9. 3.9. No illegal use. This product is intended for use with content that you own, license, or obtain from the public domain. You may not use this product to violate any law, including copyright laws.
   
   
   10. 3.10. Scorch. If the software enables creation of musical scores in the Avid Scorch format, such scores may not be distributed for commercial purposes.
   
   
   11. 3.11. Internet Access. Subscription software requires an internet connection for activation, validation, and renewal of the Software. The software may become inactive without notice in the event the software cannot access the internet or payment is not received.
   
   
   12. 3.12. Fonts. Certain Avid products may include third party fonts (“Fonts”). Fonts may be used solely within the Avid products that include such Fonts.


4. SCOPE. The software is licensed, not sold. This agreement only gives you certain rights to use the software, which may be revoked if you do not follow these terms. Avid and its suppliers reserve all rights not expressly granted to you in this agreement. The software is protected by copyright and other intellectual property laws and treaties.


5. CONFIDENTIALITY. You acknowledge that the software, together with any bundled hardware, contains proprietary and confidential property of Avid or Avid’s suppliers. You may not disclose this confidential information to anyone other than your employees or consultants who need access to the confidential information to carry out their duties and who are bound by appropriate confidentiality or nondisclosure agreements.


6. UPGRADES AND CROSSGRADES. To use software identified as an upgrade or crossgrade, you must first be licensed to use eligible software identified by Avid. Upon upgrade, this agreement governs your use of the upgraded software. If you choose to upgrade your software, you may not use the original software and the upgraded software at the same time. Certain software may require a current Avid support contract, upgrade plan or subscription for access to upgrades. Additional terms and conditions relating to upgrade plans and subscriptions are available at: www.avid.com/subscription. Additionally, you may not sell or transfer the original software separately from the upgraded software. See Section 10 (Software Transfer) for more detail about transfers.


7. CLOUD STORAGE ENABLED PRODUCTS. Certain Avid software, including but not limited to some versions of Pro Tools and Sibelius, may include cloud storage, collaboration, or other cloud features.
   
   
   1. 7.1. Some versions of Pro Tools and Sibelius include the ability to create a limited number of Pro Tools sessions and music scores (your “Projects”) and store and share them in the cloud. Projects and the digital audio files, session file data, metadata, text, images, chat records and other information they contain are stored online. The number and size of your Projects stored is limited and subject to change at Avid’s discretion. Avid may, in its discretion, offer a subscription for additional cloud storage space for purchase subject to separate terms and conditions.
   
   
   2. 7.2. As between you and Avid, you retain ownership of any intellectual property rights that you hold in your Projects. When you store on or otherwise submit Projects to our servers, you grant Avid (and its authorized third parties) a worldwide, royalty-free license to host, store, reproduce, modify, communicate and distribute your Projects and the content they contain. This license grant is for the limited purpose of operating and improving Avid products including cloud storage and providing new services to you.
   
   
   3. 7.3. Neither Avid nor its third party licensors or cloud service providers shall have any liability for any error, omission or defect in Avid cloud storage, inability to access your data online, unauthorized access of data, or any loss or deletion of content or data, including but not limited to your Projects.
   
   
   4. 7.4. Additional terms and conditions relating to cloud storage and cloud storage subscriptions are available at: www.avid.com/subscription.


8. THIRD PARTY SOFTWARE. The software may be distributed with components from other vendors that are subject to different terms. Your installation and use of those components is subject to those terms, which can be found on the media on which the software is provided. Nothing in this agreement limits rights granted to you by third parties, which may include rights under free software or open source software licenses.


9. THIRD PARTY INFORMATION. Avid may include information about third party products and services, including links to Web sites run by others. Avid is not responsible for, and does not endorse or sponsor, this third-party information.


10. SOFTWARE TRANSFER.
    
    
    1. 10.1. Device transfer. If your license is limited to one hardware device, you may transfer your licensed copy of the software to a different device for your internal business use or your own personal enjoyment provided that you completely remove the software from the former device.
    
    
    2. 10.2. Transfer to third party. If you are the person who initially licensed the software, you may be eligible to make a one-time permanent transfer of your license and the software to another end user, provided that you do not retain any copies of the software and you follow Avid’s license transfer procedures. For further information, please visit www.avid.com/avidlicensing. Transfer fees may apply. Academic (see Section 3.6) and evaluation (see Section 3.7) licenses may not be sold or transferred except where and to the extent that applicable law mandates that such a transfer must be permitted.
    
    
    3. 10.3. Software upgrades. If you have upgraded your software, you may not separately transfer the original software and the upgraded software.


11. CONSENT TO USE OF DATA. Avid may collect and use information about your geographical location, your use of the software and the hardware devices you use in connection with the software in a manner that does not personally identify you. Avid may use this information to improve our products or to provide customized services or technologies. Avid may also disclose this information to third parties so that they may improve the way their products or services interact with the software. Some Avid software uses Google Analytics for the collection of anonymous data for the foregoing purposes. Learn more about how Google uses data collected using Google Analytics at https://policies.google.com/privacy/partners. In addition, the software may include security elements that detect unauthorized use or copying of the software and may report such unauthorized use or copying to Avid. The software may connect to the Internet without notice for these purposes. If you do not consent to these practices, do not use the software.


12. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. If you are subject to U.S. law, you must comply with these laws and any other applicable laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For further information, please see http://www.bis.doc.gov.


13. AUDIT. During the term of this agreement and for two (2) years after termination, Avid may, upon notice, audit your books, records, and computing devices to determine your compliance with this agreement and your payment of applicable license fees, if any. In the event that any such audit reveals an underpayment by you of more than five percent (5%) of the license fees due to Avid in the period being audited, then, in addition to any other rights and remedies Avid may have, you agree to reimburse Avid for the costs of the audit and promptly pay any underpayment. The foregoing audit provision does not apply to you if you are a consumer using the software for personal use.


14. TERMINATION. To the extent permitted by law, and without prejudice to any other rights, Avid may terminate your license if you materially breach these terms and conditions.


15. LIMITATION ON AND EXCLUSION OF DAMAGES. Except for liability for death or personal injury caused by Avid’s negligence or fraud, or other liability that cannot lawfully be excluded or restricted, you may recover from Avid and its suppliers only direct damages up to the amount you paid for the software. You cannot recover lost profits, data loss, business damage, damages that are not reasonably foreseeable, or any other loss or damages including consequential, special, indirect or incidental damages.
    This limitation applies to:
    • the software and anything related to it;
    • services provided in connection with the software;
    • hardware provided with the software;
    • third party content, including programs and information; and
    • claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
    It also applies even if:
    • repair, replacement or a refund for the software does not fully compensate you for any losses; or
    • Avid knew or should have known about the possibility of the damages.
    Some states do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. The limitation or exclusion also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.


16. NOTICE TO U.S. GOVERNMENT END USERS. The software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2005), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 2005). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 2005), all U.S. Government End Users acquire the software with only those rights set forth herein. All software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. This provision does not apply to you if you are not affiliated with the government of the United States of America


17. GOVERNING LAW.
    
    
    1. 17.1. United States. If you acquired the software in the United States, Massachusetts law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you reside govern all other claims, including claims under state consumer protection and unfair competition laws.
    
    
    2. 17.2. Outside the United States. If you acquired the software in any other country, the laws of that country apply.
    
    
    3. 17.3. Legal effect. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the reseller from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.


18. ENTIRE AGREEMENT. This agreement (including the warranty below), and any additional terms provided with supplements, updates, Internet-based services and support services that you use or purchase, are the entire agreement for the software and related services.


19. SEVERABILITY. If any provision of this agreement is legally invalid, the agreement shall endure except for the invalid provision. However, if a court determines that any provision is invalid, the court may limit the provision, delete specific words or phrases, or replace the invalid provision with a provision that is valid and that comes closest to expressing the intent of the invalid provision.


20. ADDITIONAL NOTICES.
    
    
    1. 20.1. MPEG-2. MPEG-2 technology may be included with the software. MPEG LA, L.L.C. requires this notice:

    ANY USE OF THIS PRODUCT OTHER THAN CONSUMER PERSONAL USE IN ANY MANNER THAT COMPLIES WITH THE MPEG-2 STANDARD FOR ENCODING VIDEO INFORMATION FOR PACKAGED MEDIA IS EXPRESSLY PROHIBITED WITHOUT A LICENSE UNDER APPLICABLE PATENTS IN THE MPEG-2 PATENT PORTFOLIO, WHICH LICENSE IS AVAILABLE FROM MPEG LA, L.L.C., 250 STEELE STREET, SUITE 300, DENVER, COLORADO 80206.

    2. 20.2. MPEG-4. MPEG-4 technology may be included with the software. MPEG LA, L.L.C. requires this notice:
    
    

    THIS PRODUCT IS LICENSED UNDER THE MPEG-4 VISUAL PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER FOR (i) ENCODING VIDEO IN COMPLIANCE WITH THE MPEG-4 VISUAL STANDARD (“MPEG-4 VIDEO”) AND/OR (ii) DECODING MPEG-4 VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED BY MPEG LA TO PROVIDE MPEG-4 VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION INCLUDING THAT RELATING TO PROMOTIONAL, INTERNAL AND COMMERCIAL USES AND LICENSING MAY BE OBTAINED FROM MPEG LA, LLC. SEE HTTP://WWW.MPEGLA.COM. THIS PRODUCT IS LICENSED UNDER THE MPEG-4 SYSTEMS PATENT PORTFOLIO LICENSE FOR ENCODING IN COMPLIANCE WITH THE MPEG-4 SYSTEMS STANDARD, EXCEPT THAT AN ADDITIONAL LICENSE AND PAYMENT OF ROYALTIES ARE NECESSARY FOR ENCODING IN CONNECTION WITH (i) DATA STORED OR REPLICATED IN PHYSICAL MEDIA WHICH IS PAID FOR ON A TITLE BY TITLE BASIS AND/OR (ii) DATA WHICH IS PAID FOR ON A TITLE BY TITLE BASIS AND IS TRANSMITTED TO AN END USER FOR PERMANENT STORAGE AND/OR USE, SUCH ADDITIONAL LICENSE MAY BE OBTAINED FROM MPEG LA, LLC. SEE HTTP://WWW.MPEGLA.COM FOR ADDITIONAL DETAILS.

    3. 20.3. H.264/AVC. H.264/AVC technology may be included with the software. MPEG LA, L.L.C. requires this notice:
    
    

    THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM.

    4. 20.4. Microsoft Windows for Embedded Systems. Microsoft Windows for Embedded Systems may be included with the software. If so, Microsoft requires that you not access or use desktop functions of the operating system (such as email, word processing, spreadsheets, database, network/Internet browsing, scheduling, and personal finance) other than through, in support of and operating as a part of, the Avid software.
    
    
    5. 20.5. IntervalZero. Software of IntervalZero, Inc. may be included with the software. IntervalZero, Inc. requires this notice:

    This system contains software from IntervalZero, Inc. (“IntervalZero”) that serves as an extension to the Windows operating system and that allows this system to have a deterministic operating system.

    You agree that you will use IntervalZero Software for your own internal business use only. You agree not to assign, copy, transfer or transmit the IntervalZero Software to any third party. YOU AGREE NOT TO USE OR EXPLOIT INTERVALZERO SOFTWARE, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

    You agree that your non-exclusive license to use the IntervalZero Software will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the IntervalZero Software. IntervalZero reserves all rights in the IntervalZero Software, including all ownership rights. You agree that IntervalZero may enforce its rights under this Agreement against you directly in its own name.

    The IntervalZero Software is licensed to you "AS IS" No warranty is made that the IntervalZero Software is error-free or that the functioning of your application will be uninterrupted. INTERVALZERO AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILIIY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IntervalZero and its suppliers do not warrant the results that will be obtained by your use of the IntervalZero Software. IN NO CASE WILL INTERVALZERO OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES. IN NO CASE WILL INTERVALZERO OR ITS SUPPLIERS BE LIABLE IN EXCESS OF THE AMOUNT OF MONEY YOU PAID FOR THIS APPLICATION.

    
    
    6. 20.6. Nexidia. Nexidia audio analysis and dialogue search technology may be included with the software. Such software titles include, but are not limited to, Avid Align, Avid Comply, Avid Dialogue Search, Avid Illuminate, Avid QC, PhraseFind and ScriptSync. You agree not to use or permit the use of software containing Nexidia technology for the following prohibited purposes: (i) Call Center Speech Analytics, (ii) Language Assessment, (iii) Legal Discovery, (iv) National Security and Defense, and (v) Speech Analytics (all as defined herein).
    
    

    For purposes of this agreement, the following terms shall have the meanings ascribed to them.

    “Call Center Speech Analytics” shall mean all call center speech analytics excluding normal rich media processing with the software; provided, however, under no circumstance will you use, or authorize a third party to use, the software to index, search, and/or analyze call center customer voice interactions.

    “Language Assessment” shall mean the application of the software to measure and rate a speaker’s ability to meet defined standards of competency in accent or pronunciation of any given language.

    “Legal Discovery” shall mean the application of the software for search, review and extraction of rich media content, including audio and video, to support legal investigations in either civil, criminal, or regulatory matters.

    “National Security and Defense” shall mean the application of the software by any military, law enforcement, or government intelligence agency worldwide for the purpose of monitoring and identifying topics of interest.

    “Speech Analytics” shall mean the application of the software to generate data from spoken interactions between customers and agents, and to use this data to improve agent performance, drive better business processes, deliver market intelligence, or manage compliance with business or regulatory requirements.

LIMITED WARRANTY

1. LIMITED WARRANTY. If you follow the instructions, use the software only with qualified or certified third-party products, install any updates made available to you by Avid, and the software is properly licensed, the software will perform substantially as described in Avid’s software documentation.


2. TERM OF WARRANTY.
   
   
   1. Minimum term. The limited warranty covers the software for 90 days after it has been acquired by the first user. The laws of your country or state may require a warranty term longer than 90 days, in which case Avid will provide the minimum warranty term required by applicable law.
   
   
   2. Updates. If you receive supplements, updates, or replacement software during the term of the limited warranty, they will be covered for the remainder of the term.
   
   


3. GEOGRAPHIC SCOPE. This limited warranty applies to products purchased anywhere in the world.


4. LENGTH OF ANY IMPLIED WARRANTIES. To the extent permitted by law, any implied warranties, guarantees, terms or conditions last only during the term of the limited warranty. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee, term or condition lasts.


5. WARRANTY RECIPIENT. If the first user transfers the software as permitted by this agreement, the remainder of the warranty term will apply to the recipient.


6. EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Avid’s reasonable control. This warranty also does not cover software that has been modified by anyone other than Avid or an authorized Avid reseller or service provider.


7. REMEDY FOR BREACH OF WARRANTY. Avid will repair or replace software that is returned to Avid within the warranty term at no charge. If Avid cannot repair or replace it, Avid will refund the amount shown on your receipt for the software. You must deactivate and uninstall the software and return any media and other associated materials to Avid with proof of purchase to obtain a refund. If you purchased the software as part of a system bundled with hardware, you must return the full system to obtain a full refund. These are your only remedies for breach of the limited warranty.


8. CONSUMER RIGHTS NOT AFFECTED. You may have additional consumer rights under your local laws, which this agreement cannot change. For example, consumers in the European Union may be entitled to a limited warranty term of two years. In Australia, (1) our goods come with guarantees that cannot be excluded under the Australian Consumer Law, (2) you are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage, and (3) you are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. For more information about your rights, please contact your local authority, trading standards department, citizen’s advice bureau or local equivalent.


9. NO OTHER WARRANTIES. The limited warranty is your only warranty from Avid. To the extent permitted by law, Avid and its suppliers give no other express warranties, guarantees, terms or conditions, including warranties that the software is error-free, fault-tolerant, or uninterruptable. Where allowed by your local laws, Avid excludes implied warranties, terms and conditions of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in Section G (Remedy for Breach of Warranty) above, to the extent permitted by your local laws.


10. LIMITATION ON AND EXCLUSION OF DAMAGES FOR BREACH OF WARRANTY. Section 15 (Limitation on and Exclusion of Damages) applies to breaches of this limited warranty.


11. LEGAL EFFECT. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. You may also have other rights which vary from country to country.


12. EXCLUDED PRODUCTS. Avid gives no warranty for third party software or software provided by Avid free of charge, including software designated as “limited release,” “pre-release,” “loan,” “beta,” or “test.” This software is provided “AS IS” and with all faults.


13. WARRANTY PROCEDURES AND CONTACTS. For information regarding your warranty, please visit www.avid.com, where you can find contact information for your local Avid office, sales representative, or authorized reseller.