AJA Video Developer
Program Agreement

This AJA Video Developer Program Agreement (this “Agreement”) is by and between AJA Video Systems, Inc., a California corporation (“AJA Video”) and the customer (a legal entity or individual) identified in the registration application submitted by such customer in connection with accepting this Agreement (“Developer”).

By clicking “I Accept,” Developer is indicating that Developer has read, understands, and accepts the terms of this Agreement. If Developer does not agree with these terms, Developer’s application to participate in the AJA Video Developer Program will not be processed, and Developer is not authorized to access the services described below.

1. AJA Developer Program Registration Process.

   To be eligible for the AJA Developer Program, Developer must complete the registration application to obtain a program account (an “Account”) and must accept the terms of this Agreement. Developer agrees to provide true, accurate, and complete information in its registration application and to provide updates to that information to AJA Video if needed to maintain its truthfulness, accuracy, and completeness.

   If AJA Video approves Developer’s registration for an Account, Developer will receive a message providing it with Account credentials. Developer must permit only the Developer personnel whose email address(es) were included in Developer’s registration application to use this Account. Developer may request email approval by AJA Video to add additional email addresses for authorized users of Developer’s Account. If Developer is requesting approval regarding personnel of a Developer affiliate, Developer must describe the affiliate relationship in its email request.

   AJA Video reserves the right to decline a registration application for an Account, and/or a request to add additional email addresses for authorized use of an Account, for any lawful reason.

2. AJA Developer Program Offerings.

   Upon approving an application and providing Developer with Account credentials, and subject to the terms of this Agreement AJA Video will make available to Developer support and other services related to AJA Video offerings (the “AJA Developer Program”), including troubleshooting and issue diagnostics, configuration assistance, installation guidance, and responses to general inquiries. The AJA Developer Program may make available additional information, materials, and services, such as (by way of example only, and subject to AJA Video’s discretion) online documentation, an online knowledgebase, news articles, beta and pre-release software and firmware access, professional ticket-based support, developer discounts for purchase by Developer of certain AJA Video offerings, an opportunity to promote Developer’s compatible products on the AJA Video website, and other offerings. The terms of this Agreement apply to all information, materials and services made available through the AJA Developer Program, except to the extent alternative or additional terms are specified by AJA Video in connection with them. AJA Video will determine what offerings it makes available through the AJA Developer Program, and Developer acknowledges that AJA Video may terminate or modify any such offerings in its discretion at any time.

3. Disclaimer of Warranties.

   ALL INFORMATION, MATERIALS AND SERVICES PROVIDED BY AJA VIDEO TO DEVELOPER IN CONNECTION WITH THE AJA DEVELOPER PROGRAM ARE PROVIDED ON AN “AS IS” BASIS AND “WITH ALL FAULTS”, WITHOUT ANY WARRANTY OF ANY KIND FROM AJA VIDEO. DEVELOPER ASSUMES ALL RISKS THAT THEY ARE SUITABLE FOR DEVELOPER’S NEEDS AND DEVELOPER’S USE OF ANY SUCH INFORMATION, MATERIALS AND SERVICES IS AT DEVELOPER’S OWN DISCRETION AND RISK. AJA VIDEO AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS WITH RESPECT TO ACTIVITIES UNDER THIS AGREEMENT AND THE AJA DEVELOPER PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO DEVELOPER. DEVELOPER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

4. Termination of Agreement.

   This Agreement takes effect upon Developer’s clicking “I Accept” as indicated. Either AJA Video or Developer may terminate this Agreement in its sole discretion upon written notice to the other. AJA Video may close Developer’s Account upon termination. Neither party will incur any liability based on terminating this Agreement in accordance with its terms. Sections 3, 4, 5 and 6 of this Agreement will survive any termination of this Agreement and remain in effect in accordance with their terms.

5. Confidentiality.

   Each party will maintain as confidential and will not disclose (except to its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors of such party or its affiliates under with a need to know in connection with activities authorized by this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than as contemplated by this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement, and that based on the nature of the information or materials and the circumstances of their disclosure should reasonably be understood to be confidential (“Confidential Information”). Each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized use, disclosure or publication thereof. Breach of this section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, the disclosing party will have the right to seek equitable and injunctive relief, and to recover from the recipient the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use, disclosure or publication. The recipient will be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees or third party service providers. Confidential Information will not include information that: (i) is already known prior to the disclosure by the recipient party; (ii) is or becomes publicly known through no breach of this Agreement; (iii) is independently developed without the use of the other party’s Confidential Information, provided evidence exists to substantiate such independent development; or (iv) is obtained from a third party if that third party is not, in good faith belief of the recipient, under any legal obligation of confidentiality.

   Upon the request of disclosing party, recipient agrees to promptly return to disclosing party or destroy all Confidential Information, including all copies thereof, and destroy any notes, analyses, summaries and other materials it has prepared based on Confidential Information. Notwithstanding the foregoing, each party (as recipient) may retain information as required by law, bona fide compliance policy or as generated by automatic computer back-up, provided that any such maintained information remains subject to the terms of this Agreement for as long as such Confidential Information is retained.

   In connection with the AJA Developer Program, either party may provide the other with comments, suggestions, ideas and know-how regarding disclosing party’s technologies, products or services (“Feedback”). Feedback is provided “AS IS” and on a voluntary basis. The receiving party is not required to treat Feedback as Confidential Information, and may implement and use Feedback for any purpose without obligation of any kind.

6. General.

   6.1. Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure by either party to enforce any provision will not constitute a waiver of that provision or any other rights, and any waiver must be in writing and applies only to the specific instance for which it is given.

   6.2 Trade Compliance. Developer agrees to comply with all applicable export, import, trade and economic sanctions laws and regulations (“Trade Laws”) regarding Developer’s use of documentation and other materials obtained by it through the AJA Developer Program. Trade Laws include without limitation the United States Export Administration Act of 1979, as amended, and the regulations thereunder; the US Treasury’s Office of Foreign Assets Control regulations, and other end-user, end use, and destination restrictions by the U.S., EU, and other governments.

   6.3 Assignment; Jurisdiction. Developer may not assign this Agreement, including as part of any change of control transaction or otherwise by operation of law, without the prior written consent of the other party. Developer will notify AJA Video via email before any change of control is anticipated to take effect with respect to Developer, and AJA Video may elect in its discretion whether or not approve (for which email will suffice) such an assignment of this Agreement. This Agreement will be governed by the laws of the State of California, without regard to conflict of laws principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Sacramento, California. In any action arising out of this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.

   6.4 Notices. All notices under this Agreement must be in writing and may be delivered by personal delivery, overnight courier, email, or U.S. mail. AJA Video will send such notices to the address most recently provided by Developer with respect to its Account, and Developer will send such notices to AJA Video Systems, Inc., 180 Litton Drive, Grass Valley, CA 95945; Attn: Legal Manager.

   6.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and may be amended only by a written agreement signed by both parties. By accepting this Agreement or registering for an Account on behalf of an entity, the individual doing so represents that they have authority to bind that entity as Developer. AJA Video will handle Developer information in accordance with its Privacy Policy and applicable law.