Last modified: May 4, 2023
Certain Services may be subject to additional or separate terms and conditions. If there is a conflict between these Terms and such other terms and conditions, such other terms and conditions shall control.
You must be over the age of majority in your jurisdiction to use the Services, unless your parent or legal guardian agrees to these Terms on your behalf and grants you permission to use the Services. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to do so. You cannot access or use the Services if you are barred from receiving the Services under applicable law or have previously been suspended or removed from the Services.
2. Intellectual property
“Content” means all websites, software, designs, text, art, audio, video, graphics, images, music, user interfaces, works of authorship of any kind, names, logos, trademarks, service marks, and information or other materials that are posted, generated, provided or otherwise made available through the Services. The Services and Content are protected by copyright, trademark, patent, trade secret and other laws of the United States and foreign
jurisdictions. Except as expressly provided in these Terms, AVID and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights.
You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying the Services or Content. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, view, and use the Services and Content, and access and use any software embedded into our products or devices, whether such software is provided by us or third parties. This license is provided solely for your personal, noncommercial use and enjoyment of the Services as permitted in these Terms.
You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.
AVID may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.
4. Account registration
5. User content and feedback
5.1 User Content. You maintain sole responsibility for any Content that you submit, display, post, or otherwise make available through the Services (“User Content”), including any necessary third-party rights in the User Content. When you submit User Content, you grant AVID a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licensable license to use, copy, cache, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, communicate to the public, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or hereafter devised, without compensation to you, for any purpose including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof).
We may, in our sole discretion, pre-screen User Content before its appearance on the Services, and may forbid or prevent you from posting, uploading, storing, sharing, sending, or displaying User Content to and via the Services at any time. We may, in our sole discretion, reject, move, edit, or remove any User Content that is submitted to the Services for any reason whatsoever, including without limitation, User Content that violates these Terms. For further information, see the Acceptable use section below.
5.2 Feedback. We will not consider any unsolicited submission of ideas and ask that you refrain from sending them to us. If, however, you choose to still submit your ideas in any form, whether in User Content or otherwise (“Feedback”), the following terms will apply:
(a) Feedback shall be AVID’s sole and exclusive property, with no compensation to you. You hereby irrevocably assign to AVID and agree to irrevocably assign to AVID all right, title, and interest in and to all Feedback, including any intellectual property rights therein.
(b) AVID shall have no obligation of any kind with respect to Feedback and shall be free, without any compensation or credit to you of any kind, to reproduce, use, disclose, and distribute Feedback, including any ideas, concepts, know-how or techniques contained therein, on an unrestricted basis for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products and services incorporating the Feedback.
6. Acceptable use
In order to promote a safe and positive experience, the following conduct is strictly prohibited in connection with your access to and use of the Services. Without limitation, you will not:
• abuse, defame, threaten, intimidate, stalk, harass, or harm another individual;
• advertise to, or solicit, any user to buy or sell any products or services, or use any information obtained from the Services to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
• alter or tamper with any materials on or associated with the Services;
• attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect or restrict access to the Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;
• disrupt, overwhelm, attack, modify or interfere with the Services or its associated software, hardware, or servers in any way;
• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services;
• impede or interfere with others’ use of the Services;
• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
• post or share anything that is illegal, abusive, harassing, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain passwords, account data, or any other personal or private information from any user;
• submit any content linking to multilevel marketing schemes, pyramid schemes, or off-topic content;
• submit, send, post, upload, or otherwise make available unsolicited or unauthorized advertising or commercial communications, such as spam, advertising, promotional materials, junk mail, chain letters, or any other form of solicitation;
• take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• transmit any viruses, malicious code, or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
• use any means to scrape or crawl any web pages contained in the Services;
• use any robots, spiders, scrapers, or any other automated means to access the Services for any purpose;
• violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
• violate any law or regulation; or
• advocate, encourage, or assist any third party in doing any of the foregoing.
In addition to the restrictions on use provided above, the materials on or through the Services are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by any federal, state, or local government or authority is subject to further restrictions as set forth in applicable laws and regulations. Use of the materials by such government or authority constitutes acknowledgment of AVID’s proprietary rights in them.
8. Warranties, disclaimers, and limitation of liability
OTHER THAN AS EXPRESSLY PROVIDED IN WRITING BY AVID IN CONNECTION WITH YOUR PURCHASE OF A AVID PRODUCT OR SERVICE, THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AVID EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, AVID DOES NOT WARRANT THAT: (i) THE SERVICES OR CONTENT ARE FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AVID MAKES NO WARRANTY THAT AVID WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR SOFTWARE, APPLICATION OR PRODUCT FOR ANY PARTICULAR LENGTH OF TIME, AND AVID RESERVES THE RIGHT TO CHANGE, UPDATE AND DISCONTINUE THE SERVICES WITHOUT NOTICE TO YOU. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT REMAINS WITH YOU. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AVID OR ITS AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, DAMAGE TO ANY COMPUTER OR DEVICE, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE SERVICES, WHETHER OR NOT AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.
IN ANY EVENT, AVID’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE THE SERVICES WILL NOT EXCEED THE AMOUNT PAID FOR THE SPECIFIC PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PAID PRODUCT OR SERVICE, $100.
AVID DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND AVID WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AVID WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING.
THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AVID AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of these limitations may not apply to you. If you are located in New Jersey, United States, the limitations in this Section do apply to you.
To the full extent permitted by law, you agree to indemnify, defend, and hold AVID and its respective officers, directors, employees, shareholders, and representatives (and all successors and assigns of any of the foregoing), harmless from and against any claim or demand, including without limitation, reasonable lawyers’ fees and disbursements, in connection with or arising out of your use of the Services or Content, your connection to the Services, your exposure to Content or User Content, your violation of the Terms, your violation of an applicable law, your submission, posting, or transmission of User Content to the Services, and/or your violation of any rights of another. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.
10. Modification and Termination
10.1 Modification of Services. Except where not permitted by applicable local legal requirements, AVID reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. AVID shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
10.2 Termination. We may, in our sole and absolute discretion, terminate, suspend, or otherwise deny your access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination. Termination of your use or access to the Services may also include, at AVID’s sole discretion, the deletion of your account and/or User Content, and you will not be able to retrieve any information related to your account except as required by applicable law.
11. Notice of intellectual property infringement
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, it is the policy of AVID, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove user content that is deemed to be infringing.
12. Controlling law
These Terms and their subject matter, and any actions relating thereto, shall be construed in accordance with and governed by the laws of the State of Rhode Island without regard to its conflicts of law principles. Any dispute arising out of these Terms, or the use of the Services shall be initiated and conducted in the state or federal courts of Rhode Island, and you and AVID consent to the exclusive jurisdiction of such courts.
13. General terms
13.1 Force majeure. Under no circumstances will AVID be liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
13.2 No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
13.3 Severability. Each of the provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
13.4 Third-party beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
13.5 Entire agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and AVID and supersede any prior and contemporaneous agreements between you and AVID on the subject matter, except as expressly provided herein.
13.6 Assignment. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by AVID without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
13.7 Modification. These Terms may only be modified by agreement between you and an authorized signatory of AVID, specifically referencing and specifically modifying these Terms.
13.8 No agency. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms, and you shall have no right or authority to assume or create any obligations or to make any representations on behalf of AVID, or to bind AVID in any respect.
13.9 Electronic processing. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.
13.10 Headings. Headings and subheadings in these Terms are for convenience only and have no legal or contractual effect.
13.11 Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
13.12 Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by mail at 72 Johnny Cake Hill, Middletown, Rhode Island, 02842, United States of America.
14. Contact us. If you have any questions about these Terms, please contact us at customerservices@AVIDproducts.com.