Software License Agreement
Software License Agreement for “AJA Diskover Media Edition” Software
Last Revised September 29, 2021
THIS IS AN AGREEMENT BETWEEN AJA VIDEO SYSTEMS, INC. (“AJA”) and the person, or entity on behalf of whom you are acting (COLLECTIVELY, “YOU”) that obtained a subscription and license key FOR the Software described above. This agreement GOVERNS YOUR USE OF the software.
The AJA Diskover Media Edition “Software” is the media-focused version of the Diskover Data Curation Platform software developed by Diskover Data, Inc. and distributed by AJA and our resellers and distribution channels. The “Software” includes all updates and new versions of such software made available to you by AJA during your Subscription Term (as described below), together with all related documentation. BY INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE IT AND, IF APPLICABLE, YOU MAY REQUEST A REFUND OF THE AMOUNT YOU PAID FOR A SUBSCRIPTION AND LICENSE KEY FOR THE SOFTWARE.
1. Order Form and Software Subscription. Your license to the Software starts when you download, access or otherwise use the Software, or such other effective date as is specified in the order form (an “Order Form”) by which you purchase a subscription and license key for the Software. Your Order Form specifies the duration of your subscription (“Subscription Term”) and the fees, if any, payable by you to AJA for the Subscription Term (“Fees”). AJA may provide certain support for the Software during the Subscription Term as described in the Order Form or under separate terms available from AJA.
2. License Grant. AJA hereby grants you a nonexclusive, personal, non-sublicenseable and limited license, subject to your compliance with this Agreement, to install and use the Software during the Subscription Term in your computing environment for internal purposes only. The foregoing license includes the right to make copies of the Software in machine-readable form for installation and backup purposes only, and provided that each copy you make must include all copyright or other proprietary notices contained on the original.
3. Limitations. You will not, directly or indirectly, (a) decompile, reverse engineer, disassemble, modify, or create derivative works of the Software or any part thereof except to the extent (if any) authorized by applicable law notwithstanding the foregoing restriction; (b) rent, lease, lend, loan, distribute or act as a service bureau or “cloud service” provider with respect to use of the Software or any functionality thereof; (c) circumvent or bypass any limitations imposed or preserved by any license key or other access code for the Software; (d) remove, delete, alter, or obscure any copyright or other proprietary rights notices included in the Software; (e) use the Software in violation of any applicable law or regulation; or (f) use the Software for purposes of competitive analysis of the Software or the development of a competing software product or service.
4. Evaluation License. If you have acquired, under an Order Form or other written terms with AJA or its authorized channels, a license to use the Software only for an initial evaluation (an “Evaluation License”), the license rights granted above are valid only for internal evaluation purposes, and only during the period specified by AJA, starting from date on which you access the Software for such evaluation (“Evaluation Period”). You agree that you will not distribute the Software to any third party for any reason whatsoever under an Evaluation License.
5. Reservation of Rights. The Software is protected by law, including without limitation copyright law. The Software is licensed, not sold, to you. AJA and its licensors reserve all rights not expressly granted to you by this Agreement.
6. Open Source Software. Certain open source software contained or referenced in the Software (“Open Source Software”) is not licensed under the terms of this Agreement, but is instead licensed under the applicable open source license(s) as described at https://www.diskoverdata.com/apache-license/ (“Open Source License”). Licensee’s use of the Open Source Software is subject to the terms of each applicable Open Source License, notwithstanding anything to the contrary in this Agreement.
7. Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of AJA. Any assignment in violation of this paragraph shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.
8. Termination and Subscription Term Expiration. Your rights in the Software are conditioned on complying with this Agreement, and those rights (together with this Agreement) will terminate automatically, without notice from AJA, if you fail to comply with any term(s) of this Agreement. Upon expiration of your Subscription Term or any earlier termination of this Agreement, you must cease all use of the Software and destroy all copies, full or partial, of the Software in your possession or control.
9. Limited Warranty on Software. If you comply with all terms of this Agreement and use the Software in accordance with its documentation, and you install any patches or other updates made available for the Software by AJA, AJA warrants that the Software will perform substantially in accordance with its documentation for a period of ninety (90) days from the beginning of your Subscription Term. Your exclusive remedy under this warranty will be, at AJA’s option, a refund of the purchase price of the Software or an update to or replacement of the Software (or applicable component of it). THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES APPLICABLE TO THE SOFTWARE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE BEGINNING OF YOUR SUBSCRIPTION TERM, AND DO NOT APPLY TO AN EVALUATION LICENSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG A WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
10. Disclaimer of Other Warranties on the Software. EXCEPT FOR THE LIMITED WARRANTY ON SOFTWARE SET FORTH ABOVE, AJA AND AJA’S LICENSORS (COLLECTIVELY REFERRED TO AS “AJA” FOR THE PURPOSES OF SECTIONS 10 and 11) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF QUIET ENJOYMENT. FURTHER, AJA DOES NOT MAKE ANY WARRANTY REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SUBJECT ONLY TO THE LIMITED WARRANTY SET FORTH IN SECTION 9, YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. AJA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AJA OR AN AJA AUTHORIZED REPRESENTATIVE (INCLUDING WITHOUT LIMITATION IN ANY ORDER FORM) WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE TERMS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.
11. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AJA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (E.G., WHETHER UNDER CONTRACT, TORT OR OTHERWISE) AND EVEN IF AJA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will AJA’s total liability to you for all damages (INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the any remedy set forth in this agreement fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE TERMS OF THIS PARAGRAPH MAY NOT APPLY TO YOU.
12. Export Law Assurances. You may not use or otherwise export or reexport the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List or any similar legal designation. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
13. Controlling Law and Severability. This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement will continue in full force and effect.
14. Complete Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by the parties. This Agreement is separate from the Order Form and any other agreements between you and AJA or any third party reseller or distribution entity, and such agreements do not modify or supersede any term or condition of this Agreement. This Agreement supersedes the terms of any “click-to-accept” end user license agreement that may be embedded within the Software, except for any Open Source License for Open Source Software as described above. Any translation of this Agreement is intended for convenience and to meet local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement will govern.