End User License Agreement
for the Software Development Kit
IMPORTANT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE
DOWNLOADING, INSTALLING AND USING THE SOFTWARE DEVELOPMENT KIT (‘SDK’)
PROVIDED BY BLACKMAGIC DESIGN PTY. LTD. (the Licensor).
These are the terms and conditions on which the Licensor licenses to you (the Licensee) to use
the software product known as the Blackmagic Software Development Kit or SDK and the
accompanying documentation (the Software). By clicking on the “AGREE” button, you are
agreeing to the following terms and conditions (the Agreement). If you DO NOT AGREE to the
following terms, you must not download, install or use this Software.

0. Applicability of certain terms and conditions for some files in the SDK
   0.1   Clauses 1, 4.3, 4.4, 5, 7, 8 of these terms and conditions do not apply to those files of
         the SDK contained in the following sub-folders of the Software downloaded from
         https://www.blackmagicdesign.com/desktopvideo_sdk:
         /Mac/Include
         /Win/Include
         /Linux/Include
   0.2 This entire written Agreement applies to all other files of the SDK and documentation.

1. Grant of Licence
   1.1   The Licensor grants to the Licensee a non-exclusive, non-transferable, royalty-free
         license to use the Software for the term of this Agreement.
   1.2 The Licensee is entitled to download, install and use the Software on any personal
         computer or networked machine only, for the sole purpose of:
         • determining whether to create or modify an application using the Software; and
         • creating software that will be compatible with the Licensor’s products, or making the
           Licensee’s existing software compatible with the Licensor’s products, (collectively,
           the Permitted Use).

   1.3   The Licensee agrees to use the Software only for the Permitted Use and in compliance
         with all applicable laws, including all applicable intellectual property laws.
   1.4   The Licensee may sub-license the Software to third parties (Sub-Licensees) for use of
         the Software on any personal computer or networked machine only, subject to
         the Licensee:
         • only distributing to the Sub-Licensees the sub-licensed Software in full (including,
           without limitation, all header, source and documentation files which forms part of the
           Software but which may, at the Licensee’s option, exclude the sample source code
           in the form of example applications and code fragments (collectively, the Sample
           Source Code));
         • sub-licensing the Software on terms substantially similar to this Agreement and,
           under no circumstances, granting to the Sub-Licensees any greater rights in respect
           of the Software than the Licensee itself under this Agreement;




                                        End User License Agreement for the Software Development Kit   1
         • not permitting the Sub-Licensees to do any act or thing in respect of the Software
           that the Licensee is prohibited from doing under this Agreement; and
         • without limitation to the foregoing, ensuring any sub-license granted by the Licensee
           terminates automatically upon termination of this Agreement.

Not withstanding the foregoing, the Licensee must under no circumstances lease or rent the
Software or use the Software in a time-sharing arrangement, or in any other manner that is not
the Permitted Use or otherwise expressly permitted under this Agreement.
   1.5   The Licensee may make as many copies of the Software as necessary for back-up and
         archival purposes and for the sub-license of the Software under clause 1.4. Any such
         copy must reproduce and contain all of the copyright and other proprietary notices
         appearing in the Software.
   1.6   The Licensor reserves the right at any time to alter the price, features, specifications,
         capabilities, functions, licensing terms, release dates, general availability or other
         characteristics of the Software.
   1.7   The Software contains sample source code in the form of example applications and
         code fragments (collectively the Sample Source Code). The Licensee may only use the
         Sample Source Code internally for the Permitted Use.

2. Warranty and Disclaimer
   2.1   The Software has not been written to meet individual requirements of the Licensee and
         is supplied without warranty of any kind. A failure of any part or the whole of the
         Software to be suitable for the Licensee’s requirements will not give rise to any right or
         claim against the Licensor or its suppliers.
   2.2 THE LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION
         TO THE LICENSEE AS TO THE PERFORMANCE OR OPERATION OF THE SOFTWARE,
         AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL EXPRESS,
         IMPLIED AND STATUTORY WARRANTIES, INCLUDING (BUT NOT LIMITED TO)
         MERCHANTABILITY, FITNESS FOR PURPOSE, SECURITY, RELIABILITY, NON-
         INFRINGEMENT AND PERFORMANCE OF THE SOFTWARE.
   2.3 The Licensee acknowledges and agrees that it downloads, installs and uses the
         Software at its own discretion and risk, and that it will be solely responsible for any
         damage to its computer system or any loss of data that results from such downloading,
         installing or use of the Software.
   2.4 To the fullest extent permitted by law, any condition or warranty which would otherwise
         be implied in this Agreement is hereby excluded. Where legislation implies in this
         Agreement any condition or warranty, and that legislation avoids or prohibits provisions
         in a contract from excluding or modifying the application of or exercise of or liability
         under such a condition or warranty, that condition or warranty will be deemed to be
         included in this Agreement. However, the liability of the Licensor or its suppliers for any
         breach of such a condition or warranty will be limited, at the option of the Licensor,
         to one or more of the following:
         • in the case of the supply of goods:
               i    the replacement of the goods;
               ii   the supply of equivalent goods;
               iii the repair of the goods;
               iv	the payment of the cost of replacing the goods or of acquiring
                   equivalent goods; or
               v    the payment of the cost of having the goods repaired; and



                                        End User License Agreement for the Software Development Kit    2
         • in the case of the provision of services:
               i    the supplying of the services again; or
               ii   the payment of the cost of having the services supplied again.

   2.5 The Licensee acknowledges that the Software in general is not error-free and agrees
         that the existence of such errors will not constitute a breach of this Agreement.
   2.6 The Licensor and its suppliers do not warrant that the Software will be free from all
         known viruses and the Licensee is solely responsible for virus scanning the Software.
   2.7 The Licensor and its suppliers do not warrant that the Software will enable the Licensee
         to render its products compatible with the Licensor or its suppliers’ products.

3. Liability
   3.1   IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS BE LIABLE TO THE LICENSEE
         OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR
         OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL
         DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT
         OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE
         USE THEREOF, EVEN IF THE LICENSOR OR ITS SUPPLIERS HAVE BEEN ADVISED OF
         THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
   3.2 The aggregate liability of the Licensor and its suppliers upon any claims howsoever
         arising out of or relating to this Agreement or any products or services furnished or to
         be furnished by the Licensor or its suppliers under this Agreement will in any event be
         absolutely limited to US$100.
   3.3 Unless this Agreement expressly provides otherwise:

         • to the maximum extent permitted by law, all express and implied conditions,
           warranties or liabilities (including liability as to negligence) regarding the condition,
           accuracy, suitability, quality or title to the Software are negated and excluded; and
         • the Licensor and its suppliers give no condition, warranty, undertaking or
           representation in relation to the condition, accuracy, suitability, quality of or title to
           the Software (including any data contained in or supplied in relation to it or reports
           generated or produced by or with the aid of any of them).

   3.4 The Licensee acknowledges that the Licensor has entered into this Agreement in
         reliance upon the Warranty and Disclaimer and Liability clauses set forth in this
         Agreement, and that the same form an essential basis of the bargain between the
         parties. The parties agree that the limitation of liability specified in this Agreement will
         survive and apply even if the Warranty and Disclaimer or Liability clause, or any
         limitation of remedies is found to have failed its essential purpose.

4. Intellectual Property Rights
   4.1   For the purposes of this Agreement, the term Intellectual Property Rights means all
         copyright, patents, designs, trademarks or service marks, brand names, product names,
         trade secrets, know-how, rights to confidentiality and other intellectual and industrial
         property rights (including Marks as defined in clause 6), whether or not registered or
         capable of registration, in all parts of the world.
   4.2 The Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever
         in the Software. As between the parties all Intellectual Property Rights vest in the
         Licensor or its suppliers.
   4.3 The Licensee must not, except to the extent permitted by any law that cannot be
         excluded by the parties, copy, modify, disassemble, decompile, or reverse engineer the
         Software nor directly or indirectly permit any third party to do any of the foregoing.


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   4.4 The only permitted reproduction, distribution and sub-licensing of the Software is for
         the purposes referred to in clauses 1.4 and 1.5. The Licensee acknowledges and agrees,
         and must procure all Sub-Licensees to acknowledge and agree, that ownership of, and
         title to, the Software and all subsequent copies thereof regardless of form or media are
         held by the Licensor and its suppliers.

5. Infringement of Intellectual Property Rights
If the Licensee becomes aware of any infringements or suspected infringements by any third
party of any Intellectual Property Rights in the Software, the Licensee must immediately notify
the Licensor, and must at the request and expense of the Licensor, take such action as the
Licensor may reasonably deem appropriate to protect its Intellectual Property Rights.

6. Marks
   6.1   The Licensee will not adopt or use, nor authorise others to adopt or use, any trademark,
         service mark or trade name which includes, or is likely to mislead, deceive or cause
         confusion, or is substantially identical with, or deceptively similar to, any Mark. This
         clause will survive the expiration or earlier termination of this Agreement.
   6.2 For the avoidance of doubt, the Licensee is permitted to use the following designations
         only during the term of this Agreement:
         • ‘XXX compatible with Blackmagic Design YYY’; and
         • ‘XXX for Blackmagic Design YYY’,

         where ‘XXX’ refers to the Licensee’s product name, and YYY refers to the Blackmagic
         product, “DeckLink,” “Multibridge,” “Intensity,” “HDLink,” “Videohub,” or “UltraScope,”
         with which such XXX product is compatible (provided that the Licensee’s product is
         compatible with such Blackmagic product). If the Licensor determines in its sole
         discretion that any of the Licensee’s products are not compatible with the applicable
         Blackmagic product, then the Licensor shall so notify the Licensee, and the Licensee
         shall discontinue any use of the Marks on such incompatible Licensee product(s).
   6.3 For the purposes of this Agreement, the term Marks means any trademark, service mark
         or trade name of Blackmagic or its affiliates, as the case may be, including but not
         limited to “DeckLink”, “Multibridge”, “Intensity”, “HDLink”, “Videohub” or “UltraScope”,
         whether or not they are registered or capable of being registered.

7. Term and Termination
   7.1   This Agreement is effective until terminated.
   7.2 The Licensor may immediately terminate this Agreement at any time with or
         without notice:
         • at the Licensor’s sole discretion; or
         • if the Licensee breaches a term of this Agreement.

   7.3 Upon termination of this Agreement, the Licensee must immediately cease to use the
         Software and if capable of return, return the Software (and all copies thereof) to the
         Licensor. Where such Software is incapable of return, the Licensee must permanently
         delete or destroy the Software and provide a declaration to the Licensor that the
         Licensee has complied with this clause 7.3. This requirement is without prejudice to any
         other rights and remedies that the Licensor may have in respect of the breach.
   7.4 Despite any other provision of this Agreement this clause 7.4 and clauses 2, 3, 4, 5, 6,
         7.3 and 8 survive the expiration or termination of this Agreement.




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8. General
  8.1   This written Agreement constitutes the entire agreement between the parties relating
        to the subject matter of this Agreement and supersedes all prior communications and
        agreements between the parties as to its subject matter. Each party agrees that unless
        expressly stated in this Agreement, that party has not relied on any representation,
        warranty or undertaking of any kind in relation to the subject matter of this Agreement.
  8.2 If any provision of this Agreement or any part of a provision is unenforceable or void for
        any reason, then:
        • that provision of the Agreement will be enforced to the maximum extent permissible
          so as to effect the economic intent of the parties, and the remainder of this
          Agreement will continue in full force and effect; and
        • in any other case, such provision must be severed from this Agreement, in which
          case a valid, legal and enforceable provision of similar intent and economic impact
          will be substituted, and the remaining provisions will continue in full force and effect
          as if the severed provision had not been included.

  8.3 The Licensee must not, without prior written consent of the Licensor assign, charge,
        sub-license, or otherwise transfer any of its rights or obligations under this Agreement
        in whole or in part.
  8.4 Any delay or forbearance by either party in enforcing any provisions of this Agreement
        or any of its rights hereunder will not be construed as a waiver of such provision or right
        to subsequently enforce the same.
  8.5 Clause headings have been included in this Agreement for convenience only and must
        not be considered part of, or be used in interpreting, this Agreement.
  8.6 This Agreement is governed by and must be construed in accordance with the laws in
        force in the State of California. The parties submit to the exclusive jurisdiction of the
        courts of that State and the United States of America in respect of all matters arising out
        of or relating to this Agreement, its performance or subject matter.
  8.7 The Licensee agrees to abide by all applicable laws of the State of California and all
        applicable jurisdictions, including the federal laws of the United States. The Licensor
        reserves the right to enforce its Intellectual Property Rights before the competent
        courts of any jurisdiction where an act of infringement has occurred.
  8.8 The Licensee acknowledges and agrees that it will not export or re-export the Software
        or any products utilizing the Software in violation of any applicable laws or regulations
        of the United States of America.




                                       End User License Agreement for the Software Development Kit    5
