AJA VIDEO SYSTEMS, INC.
ADD-ON FEATURE AGREEMENT
This AJA Video Systems, Inc. Add-On Feature Agreement (the “Agreement”) is by and between AJA Video Systems, Inc. (“AJA”) and the purchaser of an AJA KONA IP hardware product and related add-on features (“You”). AJA and You are sometimes referred to individually as a “Party” in this Agreement, and collectively, as the “Parties.”
Overview and Purpose. This Agreement sets forth the terms and conditions under which AJA authorizes you to purchase, access and use certain additional features (the “Add-On Features”) supported by an AJA KONA IP hardware product (“Product”). In consideration of your acceptance of all terms and conditions set forth in agreement and payment of all applicable charges, AJA is willing to authorize You to access and use the Add-On Features, and to provide You (if applicable) with a license key (a “License Key”) that will enable You to access (or “activate”) the Add-On Features. By purchasing or using a License Key or using any Add-On Feature enabled on the Product, You are indicating that You agree to comply with this Agreement. If You do not unconditionally agree to comply with this Agreement, do not purchase or use the License Key or any of the Add-On Features.
Authorization and Restrictions. Subject to your compliance with all terms and conditions set forth in this Agreement, AJA hereby authorizes You, on a nonexclusive, limited basis, to (if applicable) use the License Key to gain access to the Add-On Features and (in any case) use the Add-On Features solely in conjunction with the Product and in accordance with its intended use as described in AJA’s documentation for the Product.
Reservation of Rights. This Agreement does not grant You any right to use the License Key or Add-On Features for any purpose except as specified above. You will not use or permit any other person or entity to use the Add-On Features separately from the underlying Product. You will not remove any intellectual property or proprietary rights notices included on the user interface of the Add-On Features or otherwise on the Product. Except as expressly set forth in this Agreement, no rights are granted to You in any intellectual property rights (including any patent, copyright, trade secret, trademark or other proprietary rights) of AJA or its suppliers in the Add-On Features or any other component or feature of the Product. You will not reverse engineer or disassemble any software, firmware or other component of the Product except as may be expressly authorized under mandatory law notwithstanding the terms of this Agreement.
Additional Responsibilities. You are solely responsible for knowing and complying with all applicable laws and regulations with respect to your use of the Product and Add-On Features. You are also solely responsible for maintaining the security and confidentiality of your License Key if AJA provides You with one. You agree to notify AJA immediately if You know of or suspect any unauthorized use of your License Key. AJA has no responsibility or liability for any loss, damage or other liability arising from your failure to comply with this paragraph or related to any unauthorized access to or use of your License Key.
Term and Termination. This Agreement takes effect on the date your purchase a License Key and will remain in effect for as long as You are in possession of the Product together with a License Key and/or activated Add-On Features. This Agreement will terminate automatically if You fail to comply with its terms and conditions. All terms of this Agreement that by their nature would be anticipated to survive termination of this Agreement will remain in effect following any termination.
Disclaimer of Warranties. The Add-On Features are provided “AS IS” and AJA expressly disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation any conditions or warranties of merchantability, performance, fitness for a particular purpose or use, and noninfringement. The foregoing disclaimers shall apply to the extent permitted by law.
Limitation of Liability. AJA disclaims any and all liability in connection with this Agreement and the activities contemplated by it. AJA shall not be liable for any damages whatsoever, whether direct, indirect, incidental, special or consequential, or for lose revenues or lost profits, under any theory of liability, even if it has been advised of the possibility of such damages in advance. These limitations of liability shall apply to the extent permitted by law.
Governing Law and Venue. This Agreement and any action related to it will be governed, and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Nevada County, CA for any lawsuit filed by either Party arising from or related to this Agreement.
Waiver; Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Successors and Assigns. You may transfer or assign your rights under this Agreement together with the License Key (if applicable) and activated Add-On Features to another individual or entity, but only on the conditions that You transfer and assign your rights in the Product concurrently to the same individual or entity, and that the transferee or assignee agrees to comply with all terms and conditions of this Agreement that apply to You. Any other attempted transfer or assignment, including by operation of law (e.g., through a merger or change of control) will be void and of no effect.
Entire Agreement; Amendment; Counterparts. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to its subject matter and supersedes and merges all prior discussions between the Parties with respect to such subject matter. With respect to the subject matter of this Agreement, neither Party will be bound by any provision that is different from or in addition to this Agreement in any quotation, invoice, purchase order or acceptance document. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing referencing this Agreement and signed by an authorized representative of each Party.
Notices. If You have any questions regarding this Agreement or You desire to contact AJA for any reason, please write to the following address:
AJA Video Systems, Inc.
180 Litton Drive
Grass Valley, CA 95945 USA
Attention: Contracts Administration