Please read the Advanced Authoring Format Adopter's Agreement carefully and click the 'Agree' button to accept the terms of the agreement, continue the registration process.

Advanced Authoring Format Adopter’s Agreement

• The "Promoters" are Microsoft Corporation, Adobe Systems Incorporated, Avid Technology, Inc., Matrox Electronic Systems Ltd., Pinnacle Systems, Inc., Sonic Foundry, Inc., Discreet Logic, Inc., and Sony Corporation.

• "Adopter" is the entity named at the end of this Agreement.
• "Fellow Adopters" are the Promoters and any other entity which executes a copy of this Agreement and delivers it to one of the Promoters.

• "Affiliate" is an entity which directly or indirectly controls, is controlled by, or is under common control with another entity, so long as such control exists. In the event such control ceases to exist, such Affiliate will be deemed to have withdrawn pursuant to the terms set forth in the Withdrawal provisions below. "Control" means beneficial ownership of more than fifty percent of the voting stock or equity in an entity.
• "Specification" is the specification entitled Advanced Authoring Format ("AAF") authored, adopted, and published by the Promoters, including any Updates thereto.

• "Update(s)" means any new updates, revisions, versions or extensions of the Specification issued and adopted and published by the Promoters.
• "Licensee’s Product(s)" means a product that implements and complies with the relevant portions of the Specification and any Updates as set forth in the Test Suites.
• "Test Suites" means that portion of the Specification or Updates that list the requirements for Licensee’s Products to be considered compliant with the Specification or Updates.

The following terms and conditions will become effective and are contingent upon receipt by a Promoter of a copy of this Agreement signed by an authorized representative of Adopter:

Licenses:

• Grants of Licenses. The following license has been granted by the Promoters to each other under the terms of the Advanced Authoring Format Promoters’ Agreement (copy of which to be attached to the executed copy of this Agreement). Upon Adopter’s execution of this Agreement, it is granted by Adopter to all Fellow Adopters, and the grants of all Fellow Adopters shall extend to Adopter. In each case, the party (Promoter, Adopter, or Fellow Adopter) granting the covenant is referred to as the "Licensor".

• Copyright License. This Agreement also includes a personal, non-exclusive, royalty-free, non-transferable, world-wide, limited license from Promoters to Adopter to use, copy, modify and distribute any copyrighted material in the Specification and Updates only for the purpose of implementing the AAF Specification and Updates to the extent necessary to create a Licensee’s Product . Adopter acknowledges and agrees that Adopter has no right to use or distribute such copyrighted material separate from Licensee’s Product.

Withdrawal

• Adopter may withdraw at any time by providing written notice to the Promoters. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter and its Affiliates with respect to the Specification and Updates adopted and published by the Promoters more than 60 days prior to the date of withdrawal shall continue in full force and shall extend to entities who become Adopters (and their Affiliates and customers as provided in the license) even after such withdrawal. Further, the licenses granted to such Adopter and its Affiliates shall continue to apply with respect to the Specification and any Updates adopted and published by the Promoters more than 60 days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter and its Affiliates as to Updates adopted and published less than 60 days prior to or after the date of such withdrawal.
• For compatibility purposes, it is intended that once a particular technology is included in a licensed Specification or Update, if that technology would infringe a particular patent claim but for the rights granted under this Agreement, Promoters and Adopters will be able to continue to use that same technology as set out in the Specification or Update in all future Updates. Thus, a technology that has been licensed by the withdrawing Adopter and included in the Specification or an Update adopted more than 60 days prior to the date of withdrawal of such Adopter, such technology shall continue to be licensed in Updates adopted after the withdrawal to the extent the same patent claims would apply to the technology before the withdrawal as after the withdrawal.

General

• No Other Licenses. Adopter neither grants nor receives any license to or right to use any trademark, trade name, or maskwork hereunder. Except for the rights expressly provided by this Agreement, Adopter neither grants nor receives, by implication, or estoppel, or otherwise, any rights under any patents, copyrights, or other intellectual property rights.

• Limited Warranty. Adopter hereby represents and warrants that it has full authority to execute this Agreement and grant the licenses set forth herein. In addition, Adopter acknowledges that the Specification is provided "AS IS" WITH NO WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR OR INTENDED PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, UPDATE, OR SAMPLE.
• Damages. In no event will Promoters, Adopter or Fellow Adopters be liable to the other for any loss of profits, loss of use, incidental, consequential, indirect, or special damages arising out of this Agreement, whether or not such party had advance notice of the possibility of such damages.

• Publicity. Adopter consents to the public disclosure and use of its name for purposes of publicly promoting the AAF Specification.

• Notices. Notices shall be in writing and sent to the Promoters at the following address or at such addresses as the Promoters may later specify by written notice.

• Addition of New Promoters. Upon mutual agreement by a majority vote of the Promoters, new companies can be added as Promoters to the AAF Promoters’ Agreement. Such new companies will be required to execute a copy of the AAF Promoters’ Agreement before gaining Promoter status.
• Standards Submission. The Promoters anticipate that the AAF Specification may be submitted to a standards body. As part of such a submission, the Adopter understands that when AAF is accepted as a standard, the Promoters will make the Adopter’s Agreement available for any third party wishing to implement the AAF Specification.

• Governing Law. This Agreement shall be construed and controlled by the laws of the State of Washington.

• Complete Agreement. This Agreement sets forth the entire understanding between Adopter and the Promoters and supersedes all prior agreements and understandings related hereto.

In witness of this Agreement, the Adopter has executed this Agreement below: