AAF SDK PUBLIC SOURCE LICENSE AGREEMENT Version 2.0 November 2008 THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND THE CONTRIBUTORS TO THE ADVANCED AUTHORING FORMAT SOFTWARE DEVELOPMENT KIT ("AAF SDK"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE AAF SDK. THE CONTRIBUTORS ARE WILLING TO LICENSE THE AAF SDK TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. BY USING, INSTALLING, OR COPYING THE AAF SDK, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. YOU AGREE THAT YOUR USE, INSTALLATION, OR COPYING OF THE AAF SDK ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ANY SOFTWARE THAT MAY BE PROVIDED WITH THE AAF SDK BUT TO WHICH THIS AGREEMENT DOES NOT APPLY IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY ANY LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. WARNING: ALTHOUGH NO ADDITIONAL LICENSE IS REQUIRED FROM THE CONTRIBUTORS TO USE THE SOURCE CODE IN THIS AAF SDK TO WHICH THIS AGREEEMENT APPLIES, THIS AGREEMENT DOES NOT PROVIDE ALL LICENSES, UNDER INTELLECTUAL PROPERTY RIGHTS COVERING THE AAF STANDARD, THAT MAY BE NECESSARY TO CREATE AND DISTRIBUTE AAF COMPLIANT PRODUCTS. PLEASE CONTACT THE ADVANCED MEDIA WORKFLOW ASSOCIATION, INC. FOR MORE INFORMATION ABOUT ANY ADDITIONAL LICENSES THAT MAY BE REQUIRED TO CREATE AND DISTRIBUTE AAF COMPLIANT PRODUCTS (HTTP://WWW.AMWA.TV/POLICIES). SOME FILES OF THE AAF SDK MAY BE USED TO IMPLEMENT STRUCTURED STORAGE. SOURCE CODE IMPLEMENTING STRUCTURED STORAGE MAY INCORPORATE INTELLECTUAL PROPERTY OWNED BY MICROSOFT CORPORATION. THE PROVISION OF THIS SOURCE CODE DOES NOT INCLUDE ANY LICENSES OR ANY OTHER RIGHTS TO YOU UNDER ANY MICROSOFT INTELLECTUAL PROPERTY. IF YOU WOULD LIKE A LICENSE FROM MICROSOFT (E.G., REBRAND, REDISTRIBUTE), PLEASE CONTACT MICROSOFT DIRECTLY OR VISIT HTTP://WWW.MICROSOFT.COM/MSCORP/IP/STANDARDS/. 1. Definitions. 1.1. "AAF SDK" means the Original Code and any Modifications thereto. The term "AAF SDK" includes but is not limited to Standard Versions of the AAF SDK. 1.2. "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. "Control" means direct or indirect beneficial ownership of or the right to exercise (a) more than fifty percent (50%) of the voting stock or equity in an entity; or (b) more than fifty percent (50%) of the relevant ownership interest or decision-making authority representing the right to make the decisions for the subject entity in the event that there is no voting stock or equity. 1.3. "Agreement" means this document. 1.4. "Contributor" means any individual or entity (and its Affiliates) that is an Initial Developer or that makes Modifications to the AAF SDK. 1.5. "Contributor Version" means the AAF SDK, including the Modifications made by that particular Contributor, whether in Executable form or Source Code. 1.6. "Executable" means computer program code in any form other than Source Code. 1.7. "Initial Developer" means the individual or entity (and its Affiliates) identified as the Initial Developer in the notice set forth in Exhibit A. 1.8. "Larger Work" means a work that combines Original Code and/or Modifications, or portions thereof, with computer program code not governed by the terms of this Agreement. 1.9. "Modification" means any addition to or deletion from the substance or structure of either the Original Code or any other Modification, or any addition to or deletion from the contents of a file containing Original Code or other Modification, or any new file that contains any part of the Original Code or other Modification. 1.10. "Original Code" means Source Code containing the notice set forth in Exhibit A that is first distributed under this Agreement by the Initial Developer and that is not a Modification. 1.11. "Source Code" means the preferred form of a computer program for making changes to it, including all modules it contains, plus any associated interface definition files, or scripts used to control compilation and installation of an Executable. 1.12. "Standard" means the Advanced Authoring Format (AAF) as defined in the AAF Specification, and any Updates thereto, authored, adopted, and published by the Promoters of AAF and/or the Members of the Advanced Media Workflow Association, Inc.. Information about the Standard is available from the Standards Body. 1.13. "Standard Versions of the AAF SDK" means any and all versions of the AAF SDK which are designated as a "Standard Version" by the Standards Body. 1.14. "Standards Body" means the Advanced Media Workflow Association, Inc., a corporation duly formed under the laws of Delaware, with offices at 436 North Westfield Road, Madison, Wisconsin 53717, or its successor in interest, or any successor appointed by the Advanced Media Workflow Association for the purpose of maintaining the Standard and the AAF SDK, and its Affiliates. 1.15. "You" (or "Your") means an individual or a legal entity, and its Affiliates, exercising rights under, and complying with all of the terms of, this Agreement. 2. License Grants. 2.1. Subject to the terms and conditions of this Agreement, and subject to third party intellectual property claims, each Contributor hereby grants You a worldwide, compensation-free, nonexclusive license, subject to compliance with the Distribution and Production Use Requirements of Section 3 below: 2.1.1. under copyrights, to download, store, reproduce and display the AAF SDK, without alteration, solely for the purpose of Your internal review and evaluation of the AAF SDK, and for no commercial use whatsoever; 2.1.2. under copyrights, to use, reproduce, modify, display, perform, prepare derivative works of the AAF SDK (or portions thereof) with or without Modifications, and to combine the AAF SDK (or portions thereof) with or without Modifications with other computer program code not governed by the terms of this Agreement to create a Larger Work; 2.1.3. under copyrights to redistribute the AAF SDK (or portions thereof) in Source Code and Executable form with or without Modifications or as part of a Larger Work under the terms and conditions of this Agreement; and 2.1.4. under a claim of any patent or patent application licensable by the Contributor and necessarily infringed by the making, practicing, using, selling, offering for sale, or importing of its Contributor Version, to make, practice, use, sell, offer for sale, and import, and/or otherwise dispose of, the Contributor Version of such Contributor. This patent license shall apply to a claim of a patent licensable by a Contributor only if, at the time the Contributor should have delivered under Section 3.1 to the Standards Body its Contributor Version, the Contributor Version necessarily infringes the claim. No license under any claim of any patent or patent application is granted to You: a) for code that You delete from the AAF SDK; b) separate from the AAF SDK; or c) for infringements caused by: i) Your Modifications of the AAF SDK or ii) the combination of the AAF SDK with other software or devices, including but not limited to Your Modifications or any Larger Work. 2.1.5. No other rights. You neither grant nor receive any license or right to use any trademark, trade name, or maskwork hereunder. Without limitation of the foregoing, You will use the terms "Advanced Authoring Format" or "AAF" in Your Contributor Version and/or Your Modifications only if Your Contributor Version and/or Modifications are designated as a Standard Version of the AAF SDK. Except for the rights expressly provided by this Agreement, a) You shall not have any other rights in the AAF SDK, and b) You neither grant nor receive, by implication, estoppel, or otherwise, any rights to any patents, copyrights, or other intellectual property rights. 2.2. Reciprocal Patent License. As an express condition to the license grant in Section 2.1.4, and subject to the terms and conditions of this Agreement and to third party intellectual property claims, You agree to grant all Contributors and other licensees of this AAF SDK a worldwide, compensation-free, and otherwise reasonable and nondiscriminatory nonexclusive license under a claim of any patent or patent application licensable by You and necessarily infringed by the making, practicing, using, selling, offering for sale or importing of this AAF SDK, to make, practice, use, sell, offer for sale, and import, and/or otherwise dispose of, this AAF SDK. This patent license shall apply to a claim of a patent licensable by You only if the AAF SDK You have been licensed (i.e., “this AAF SDK”) necessarily infringes the claim. No license under any claim of any patent or patent application is granted by You: a) for code that is deleted by another from this AAF SDK; b) separate from this AAF SDK; or c) for infringements caused by: i) Modifications by another to this AAF SDK or ii) the combination by another of this AAF SDK with other software or devices, including but not limited to Modifications or any Larger Work. 2.3. Defensive Suspension. If any Contributor, any licensee of the AAF SDK, or any of its Affiliates (“the sued party”) is first sued for patent infringement by You or any of Your Affiliates, on account of the sued party’s making, practicing, using, selling, offering for sale, or importing of the AAF SDK, then the sued party may terminate all license grants and any other rights provided under this Agreement to You. The foregoing shall not apply if the patent infringement suit that would otherwise trigger this clause is solely based on a failure to comply with the scope of the license grants set forth in this Agreement. 3. Distribution and Production Use Requirements. 3.1. Delivery of Source Code to Standards Body. You agree to deliver to the Standards Body Your Modifications and/or Your Contributor Version in Source Code form within sixty (60) days after You first distribute or use in production any AAF SDK (or portion thereof) with Your Modifications. If Your Modifications and/or Your Contributor Version do not comply with all requirements of the Standard and all other requirements set out by the Standards Body, You must also deliver to the Standards Body a description of any deviation from the Standard resulting from Your Modifications. 3.2. Grant Back of Your Modifications to the Standards Body. Subject to the terms and conditions of this Agreement, You hereby grant to the Standards Body a worldwide, nonexclusive, compensation-free license to Your Contributor Version and Modifications, in whole and in part, and with and without additional Modifications, in the same scope and for the same purposes as the licenses granted to You in Section 2.1 above. Without limiting Your right to reproduce, use, and distribute Your Contributor Version, the Standards Body may choose in its sole discretion to designate Your Contributor Version a Standard Version of the AAF SDK, and/or may use any part of Your Contributor Version, with or without other Modifications, to create and designate a Standard Version of the AAF SDK. The Standards Body may redistribute a Standard Version of the AAF SDK under the terms of this Agreement. 3.3. Required Notice in Source Code. The Source Code for the AAF SDK (or portion thereof), with or without Modifications, may only be distributed under the terms of this Agreement, and, at a minimum, within every copy of the AAF SDK (or portion thereof) that You distribute, You must include a copy of this Agreement within a file called “AAFSDKPSL.TXT” in a sub-directory named “LEGAL” along with the AAF SDK Source Code. You may not offer or impose any terms on any version of the AAF SDK (or portion thereof) that alters or restricts this Agreement, or the recipients' rights hereunder. Your license for shipment of the AAF SDK (or portion thereof) with or without Modifications is conditioned upon Your full compliance with this Section 3. You must duplicate or retain the notice in Exhibit A in each file of the Source Code for the AAF SDK. If You create Original Code to be distributed under this Agreement, You must insert the notice in Exhibit A into the Source Code file for that Original Code, and you may insert Your name as the Initial Developer. If You created one or more Modification(s), You may add Your name as a Contributor to such a notice in any file containing such Modification(s). If Your Contributor Version and/or Your Modifications do not comply with all requirements of the Standard and all other requirements set out by the Standards Body that are in effect sixty (60) days before distribution or production, You must provide a description with Your Contributor Version and/or Your Modifications of any deviation from the Standard resulting from Your Modifications; and, unless Your Contributor Version has been designated a Standard Version of the AAF SDK, You must prominently state that it is not a Standard Version. All Standard Versions of the AAF SDK must be so labeled. 3.4. Required Notice for Larger Works. In any documentation for a Larger Work, you must include the following notice: “The Source Code version of the AAF SDK used herein is available from [INSERT YOUR NAME HERE] and/or the Advanced Media Wokflow Association, Inc., under the terms of the AAF SDK Public Source License Version 2.0. A copy of this license is available at www.amwa.tv /licenses.” The notice must be conspicuously included in the Larger Work, related documentation, or collateral in which You describe recipients' rights or ownership rights relating to the AAF SDK. 3.5. Licenses Granted by You for Larger Works. You may distribute a Larger Work under Section 2.1 under a license of Your choice, which may contain terms different from this Agreement, provided that You are in compliance with the terms of this Agreement. If You distribute the Larger Work under a different license, then You must make it absolutely clear that any terms which differ from this Agreement are offered by You alone, not by any Contributor. You hereby agree to indemnify each Contributor for any liability incurred by the Contributor as a result of any such terms You offer. You may choose to offer, and to charge a fee for, warranty, support, indemnity, or liability obligations to one or more recipients of a Larger Work. However, You may do so only on Your own behalf, and not on behalf of any Contributor. You must make it absolutely clear that any such warranty, support, indemnity, or liability obligation is offered by You alone, and You hereby agree to indemnify other Contributors for any liability incurred by them as a result of warranty, support, indemnity, or liability terms You offer. 4. Application of this Agreement. This Agreement applies to code to which a Contributor has attached the notice in Exhibit A. 5. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AAF SDK (INCLUDING WITHOUT LIMITATION EACH STANDARD VERSION OF THE AAF SDK) IS PROVIDED "AS IS" AND WITH ALL FAULTS, AND EACH CONTRIBUTOR AND THE STANDARDS BODY HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE AAF SDK (OR ANY ELEMENT THEREOF), INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, QUALITY, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE PERFORMANCE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OR RESPONSES, RESULTS, OR PERFORMANCE. WITHOUT LIMITING THE FOREGOING, EACH CONTRIBUTOR AND THE STANDARDS BODY HEREBY DISCLAIMS ANY (IF ANY) WARRANTY (A) REGARDING THE ACCURACY OR COMPLETENESS OF THE AAF SDK, AND (B) THAT THE AAF SDK IS APPROPRIATE FOR ANY PARTICULAR USE OR THAT USE OF THE AAF SDK WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE USE, QUALITY, AND PERFORMANCE OF THE AAF SDK IS WITH YOU. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT. NO DISTRIBUTION OF THE AAF SDK, SPECIFICALLY INCLUDING ANY STANDARD VERSIONS OF THE AAF SDK, IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER. 6. Termination. This Agreement and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. Provisions which, by their nature, must remain in effect beyond the termination of this Agreement under this Section 6 shall survive. Any license granted by You to any Contributor, any licensee of the AAF SDK, or the Standards Body, and any end user license agreement for Larger Works containing or linking to the AAF SDK in Executable form that have been validly granted by You hereunder prior to termination shall continue in full force even after such termination. 7. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY CONTRIBUTOR AND/OR THE STANDARDS BODY BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, GENERAL, ECONOMIC, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION), OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF ANTICIPATED PROFITS, IN ANY WAY RELATED TO USE OF OR INABILITY TO USE THE AAF SDK, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF THE CONTRIBUTOR AND/OR THE STANDARDS BODY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE SOLE AND EXCLUSIVE REMEDY FOR LACK OF SATISFACTION WITH THE AAF SDK IS TO DISCONTINUE USING THE AAF SDK. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. 8. U.S. Government End Users. U.S. Government: If the AAF SDK is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the AAF SDK and accompanying documentation shall be only as set forth in this Agreement; this is in accordance with 48 C.F.R. 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DoD acquisitions). 9. Miscellaneous. This Agreement shall constitute the complete and exclusive agreement concerning the subject matter hereof. The Exhibit identified in this Agreement is incorporated herein by reference and made a part hereof. If any provision of this Agreement is held to be unenforceable for any reason in a jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and such holding shall not affect the enforceability of such provision under other circumstances or in other jurisdictions, or of the remaining provisions hereof under all circumstances. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of any Contributor and/or the Standards Body, their agents or employees, but only by an instrument in writing signed by them. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in the United States of America, any litigation relating to this Agreement shall be subject to the jurisdiction of the Federal Courts of the Commonwealth of Massachusetts, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys' fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement. 10. Effective Date. The terms and conditions of this Agreement will become effective upon Your first use, installation, or copying of the AAF SDK. You hereby represent and warrant that You have full authority to enter into this Agreement and grant the licenses set forth herein. EXHIBIT A - Required Notice. /*********************************************************************** * The contents of this file are subject to the AAF SDK Public Source License * Agreement Version 2.0 (the "License"); You may not use this file except in * compliance with the License. The License is available in AAFSDKPSL.TXT, * or you may obtain a copy of the License from the Advanced Media Workflow *Association, Inc., or its successor. * * Software distributed under the License is distributed on an "AS IS" * basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See * the License for the specific language governing rights and limitations under the * License. Refer to Section 3.3 of the License for proper use of this Exhibit. * * WARNING: Please contact the Advanced Media Workflow Association, Inc., * for more information about any additional licenses to intellectual property covering the * AAF Standard that may be required to create and distribute AAF * compliant products. (http://www.amwa.tv/policies). * * Copyright Notices: * The Original Code of this file is Copyright [date], licensor of the * Advanced Media Workflow Association. All rights reserved. * * The Initial Developer of the Original Code of this file and the * licensor of the Advanced Media Workflow Association is [Initial Developer name]. * All rights reserved. * * Portions created by [Contributor name] are * Copyright [year], [Contributor name]. All rights reserved. * * Contributors and additional licensors of the Advanced Media Workflow Association: * [Contributor name] **********************************************************************/1