AVID MARKETPLACE DEVELOPER AGREEMENT

AVID MARKETPLACE DEVELOPER AGREEMENT

This Avid Marketplace Developer Agreement (this "Agreement") is a contract between Avid Technology, Inc., a Delaware corporation with principal offices at 75 Network Drive, Burlington, Massachusetts 01803 U.S.A. ("Avid," "we" or "us"), and you (if registering as an individual) or the entity you represent (if registering as a business) ("Developer " or "you") as a vendor in the Avid online marketplace. In this Agreement, you authorize Avid to, among other things, promote, test and distribute your approved applications ("Apps") and your approved extensions, add-ons and plug-ins ("Plug-Ins") that provide features and functionality to the Avid Pro Tools?, Avid Media Composer? and other Avid software ("Avid Software").

IMPORTANT PLEASE READ: By clicking "agree" to accept the terms of this Agreement, or by registering and using the Avid Marketplace (as defined below), you acknowledge that you have read and understand this Agreement and agree to be legally bound by its terms and conditions.

1. HOW THIS WORKS. Avid has created an online marketplace that allows software developers to market and sell licenses to their Apps and Plug-ins to Avid customers through an Avid app store and/or inapplication purchases ("Avid Marketplace"). Apps and Plug-ins can be developed to be compatible with Avid Software by using the Avid SDK, which is provided to developers under a separate license. In order to sell licenses to your Apps and Plug-ins on the Avid Marketplace, you must open an account with Avid ("Marketplace Developer Account"). Once your application for a Marketplace Developer Account has been accepted by Avid, you will be given an electronic dashboard that can be used to submit Apps and Plugins to Avid for testing, remove Apps and Plug-ins from the Avid Marketplace, monitor sales, and interact with internal Avid teams ("Dashboard"). If Avid determines that your App or Plug-in has passed the acceptance test criteria established by Avid, you may use your Dashboard to post your App or Plug-in in the Avid Marketplace and promote its availability and features to end users. If an end user purchases a license to your App or Plug-in via the Avid Marketplace, you will receive payment on the terms and subject to the conditions set forth below. Your App or Plug-in may be available for review by end users who post on the Avid Marketplace, and if your App or Plug-in receives positive reviews these will help to build your brand and accelerate the sale of your products.

2. ELIGIBILITY. In order to display your App in the app store of the Avid Marketplace or make your Plugin available to end users of the Avid Software, you must (a) be able to lawfully enter into and perform contracts under applicable law; (b) be an approved Avid developer and have an active Marketplace Developer Account; (c) be a registered user of the PACE iLok License Manager or other license management system approved by Avid in its discretion; and (d) direct PACE (or other approved license management service provider) to authorize Avid to distribute software authorizations or keys for your Apps and Plug-Ins to end users on your behalf. If at any time you do not meet the eligibility requirements specified in this Section, your right to distribute Apps and Plug-ins via the Avid Marketplace may be suspended or terminated by Avid.

3. USE OF THE AVID MARKETPLACE.

3.1 Deliveries to Avid. Before you can promote and sell licenses to an App or Plug-in in the Avid Marketplace, you must deliver, via your Dashboard, the following items to Avid: (a) the software for the App or Plug-in, in executable, object-code form; (b) the title of the App or Plug-in and the name of the developer, as you would like them to appear in the public listings of the Avid Marketplace; (c) the price for the App or Plug-ins, which must meet the requirements set forth in Section 4 below; (d) a short product description (limited to 150 words); (e) end user instructions and documentation for the App or Plug-in; (f)

the trademarks, service marks, graphics, artwork, metadata, images, audio and video files and other descriptive or identifying information and materials associated with you or your App or Plug-in ("Marketing Materials") as you would like them to appear on the Avid Marketplace; (g) the end user license agreement ("EULA") that you will use for the App or Plug-in, which must meet the requirements set forth in Section 5 below; and (h) any other software, information or materials related to the App or Plug-ins that Avid requires. Items (a) through (h) of this Section are referred to collectively as the "Deliverables". The Deliverables must be provided by you for each App or Plug-in that you want to make available on the Avid Marketplace. The term "Developer Content" means all of your App(s) and/or Plug-in(s), together with all of their related Deliverables.

3.2 Testing and Acceptance. All Developer Content is subject to testing and acceptance by Avid. No item of Developer Content may be displayed or accessed via the Avid Marketplace unless Avid has determined that the Developer Content has passed the testing and acceptance criteria established by Avid. If Avid rejects an item of Developer Content, then you will receive an email notice with an explanation in addition to seeing the status on your Dashboard. You will be given an opportunity to resolve the issues identified by Avid and re-submit your App or Plug-in for additional testing by Avid. If Avid approves your App or Plug-in, you can set your own "go-live" date using the Dashboard and the launch window provided by Avid.

3.3 Responsibility for Developer Content. As between you and Avid, you bear sole responsibility for, and all related expenses and liability incurred in connection with, creating, selecting, marketing, managing and maintaining the Developer Content. In addition, you are responsible for the accuracy and completeness of all Developer Content. If any item of Developer Content is inaccurate or needs to be updated or modified, you will promptly provide, at your sole cost, appropriate updates, corrections and modifications to Avid and each end user who has accessed your App or Plug-in via the Avid Marketplace and accepted the terms of your EULA (each, an "End User"). You are also responsible for ensuring that the Developer Content, and your use of the Avid Marketplace, complies with the Terms of Use on the Avid Marketplace website ("Terms of Use"), which Avid may change from time to time without notice to you. You must make any changes to the Developer Content that are required from time to time in order to comply with the technical specifications for the Avid Marketplace, this Agreement, the Terms of Use and applicable law. The testing and acceptance by Avid of the Developer Content pursuant to Section 3.2 or Section 5.3 does not in any way limit, reduce or eliminate your obligations under this Section or operate to waive any of your representations or warranties in this Agreement.

3.4 Prohibited Uses. You shall not use the Avid Marketplace, or any of its related content, materials, hardware, software or other technology ("Avid Materials"): (a) to build a competitive marketplace, product or service or to otherwise copy the features, functionality or user interfaces of the Avid Marketplace; (b) to distribute apps, Plug-ins or any other software that enables the purchase of products, features or content outside of the Avid Marketplace; (c) in any manner that interferes with, damages, accesses or uses in any unauthorized manner the hardware, software, networks or technologies of Avid or of any end user or any other person or entity; (d) in any manner that diverts end users from the Avid Marketplace or that directs end users to a website that is not owned or controlled by Avid; (e) for any purpose that is not authorized by this Agreement; (f) in any way that violates applicable law.

3.5 Removal and Takedown. Avid may remove any item of Developer Content from the Avid Marketplace, or suspend your access to the Avid Marketplace at any time, if it believes the item of Developer Content (a) is defamatory, offensive, malicious or harmful to any person or entity or otherwise violates applicable law; (b) may create liability for Avid, its affiliates and/or its third party payment or license management providers; (c) violates the intellectual property rights or any other rights of any third party; (d) contains malware, spam or a virus; (e) violates the terms of this Agreement or the Terms of Use;

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(f) interferes with the function of the Avid Marketplace or Avid Software, or (g) is defective or corrupt. You may, by written notice to Avid, request that any item of Developer Content be removed from the Avid Marketplace for any reason; provided that you must comply with this Agreement and honor requests for refunds from End Users for thirty (30) days after the removal of any Apps or Plug-ins. Avid shall be given a reasonable time following such request to remove the Developer Content.

3.6 Unlicensed Material. You will not, in the course of developing, marketing, selling or providing your Apps or Plug-ins, cause a license or payment to be required from Avid under any of your intellectual property rights (other than the license in Section 6.1) or the intellectual property rights of any third party.

3.7 Marketplace Developer Account Credentials. You are responsible for maintaining the security and confidentiality of your Dashboard and any passwords, user names, and other Marketplace Developer Account credentials that may be issued to you by Avid for use of the Avid Marketplace. In particular, you are responsible for any action taken using your Marketplace Developer Account credentials, including the delivery of Developer Content to Avid from your Dashboard. Avid shall be entitled to rely on all communications that it receives from you using your Dashboard and your Marketplace Developer Account email address as if they were written communications sent by you to Avid by regular mail. If a password is compromised, you must change it. If you are a business, then you are responsible for any breach of this Agreement by your employees and contractors and any misuse of your Marketplace Developer Account credentials by your employees and contractors. Any such breach or misuse by your employees and contractors shall be deemed a breach or misuse by you.

3.8 Be Nice. You agree that you will not make, publish or communicate to any person or entity in any online or other public forum any defamatory or disparaging remarks, comments or statements concerning Avid, the Avid Software, the Avid Marketplace or any other participants in the Avid Marketplace, including other developers.

4. PRICING AND PAYMENT TERMS.

4.1 Prices. You will identify the price for your Apps and Plug-ins in US dollars on your Dashboard and Avid will list the Program on the Avid Marketplace at list. You agree that the price you set for a particular App or Plug-in on the Avid Marketplace shall not exceed, at any time, the lowest price for such App or Plugin (including any similar edition, version or release) available on your own website or on any other online distribution service or channel. You will update the price for each App and Plug-in as necessary to ensure that it meets the requirements of this Section 4.1, and if you fail to do so Avid may either do it for you or suspend your right to use the Avid Marketplace. Avid reserves the right to adjust pricing to run mutually agreed sales and promotions. Avid will use the price you specify to generate the price in foreign currencies supported by the Avid Marketplace by applying an exchange rate it updates from time to time, internal rounding rules, and an uplift charge if applicable.

4.2 Compensation. As sole and complete consideration for App and Plug-in licenses sold on the Avid Marketplace, Avid agrees to pay you seventy percent (70%) of the proceeds actually received from the sale of licenses for your Apps and Plug-ins, net of returns and any taxes paid by Avid in connection with sale such Apps and Plug-ins ("Revenue Payment"). Avid will retain the other thirty percent (30%) as a transaction fee. Only one (1) Revenue Payment per App or Plug-in unit shall be due. Revenue Payments shall be made within forty-five (45) days of the end of each calendar quarter in which such App and Plug-in licenses were sold. Each Revenue Payment shall be accompanied by a report indicating amounts due for licenses sold by Avid on Avid Marketplace during the preceding calendar quarter. All Revenue Payments are net of any returns or taxes collected by Avid in connection with sales of the App or Plug-in.

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4.3 Notwithstanding the foregoing, no Revenue Payment shall be due for use and distribution of Apps and Plug-ins:

(a)

for internal testing and qualification purposes;

(b) (30) days;

For trial versions of Apps and Plug-ins, provided the trial period does not exceed thirty

(c)

For Avid's evaluation and demonstration purposes; or

(d)

For free updates to Apps and Plug-ins, provided a Revenue Payment has been paid on

the original distribution.

4.4 PACE. If your App or Plug-in uses copy protection and licensing technology from PACE Antipiracy ("PACE"), you are solely responsible for remitting per unit authorization and licensing fees to PACE for App or Plug-in licenses sold on the Avid Marketplace pursuant to this Agreement. You agree to execute all necessary agreements with PACE to authorize Avid to manage App and Plug-in iLok assets on your behalf for purposes of fulfilling its obligations under this Agreement.

5. OBLIGATIONS TO END USERS.

5.1 End User License Agreement.

(a) You, not Avid, will license your Apps and Plug-ins to end users using your EULA that End Users are required to accept during installation of your Apps or Plug-ins.

(b) Your EULA must, at a minimum, contain all the terms and conditions available at

, as Avid may modify such terms and

conditions from time to time ("Flow Down Terms"), and contain no terms or conditions that are

inconsistent with the Flow Down Terms or otherwise inconsistent with this Agreement. The required Flow

Down

Terms

shall

appear

in

your

EULA

as

stated

at

(as amended by Avid from time to time),

exactly in the same order, and in conspicuous print. You agree to enforce all of the Flow Down Terms on

behalf of Avid at Avid's request and shall cooperate with Avid in any enforcement of such Flow Down

Terms by Avid.

(c) You agree that, once you enter into an agreement with an end user for your App or Plug-in, you will comply with the terms of that agreement and complete the transactions described therein. You further agree that Avid shall not have any responsibility or liability related to compliance by you or any end user with the terms of your EULA (including the Flow Down Terms).

(d) You acknowledge that Apps and Plug-ins licensed via the in-application purchase on the Marketplace install on the End User's system silently without any click-through during installation. You agree to provide a link to your EULA hosted on your own website so that Avid may display such link during the check-out process. It is your responsibility to maintain such link and keep it current.

5.2 End User Support. As between you and Avid, you are solely responsible for providing all support for your Apps and Plug-ins, and for providing to your End Users all information necessary for their use of your Apps and Plug-ins. You will use commercially reasonable efforts to provide telephone, web-based and/or email support to the paying End Users of your Apps and Plug-ins during regular business hours. Avid may, at its sole discretion, provide first-line support limited to those instances where Avid support personnel are

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able to provide such support with minimal effort. Unless otherwise provided in a schedule or amendment to this Agreement, Avid will escalate all calls for maintenance and support to you by directing its customer support personnel to contact you using the email address provided in your application for a Marketplace Developer Account.

5.3 Updates to Apps and Plug-ins. You agree that you will promptly deliver to Avid and End Users all updates to your Apps and Plug-ins made by or for you during the term of this Agreement, including maintenance releases, bug fixes, patches, error corrections, software updates and enhancements ("Updates"). You will provide the Updates to Avid and your paying End Users as frequently as you provides updates to your other licensees or distributors. At least fifteen days prior to making any Update commercially available, you agree to submit notice of the Update to Avid together with an executable of that Update for acceptance testing. Avid may test all Updates as Avid deems necessary, including for security, compatibility and quality assurance, before that Update is implemented. Upon acceptance by Avid, you agree to make the Update accessible to current End Users who purchased licenses to your Apps and Plug-ins via the Avid Marketplace. Each Update shall be included in, and become part of, the Developer Content as it is accepted by Avid and released to End Users.

5.4 Reviews and Ratings. The Avid Marketplace may include social networking functionality that will allow end users to review and rate apps and Plug-ins. You agree that this functionality is important to the success of the Avid Marketplace, even if it results in unfavorable reviews or ratings of your Apps and Plugins. In order to preserve the integrity of these reviews and ratings, you agree that you will not, directly or indirectly: (a) offer incentives to your End Users to rate your App or Plug-ins; (b) rate or review your own App or Plug-ins; (c) rate or review the apps or Plug-ins of any of your competitors; or (d) take any other action that could reasonably be expected to artificially increase favorable reviews or ratings of your own Apps or Plug-ins, or artificially increase unfavorable reviews or ratings of the apps or Plug-ins of any of your competitors.

5.5 Usage Data and Reports. Avid may provide usage and other data relating to your Apps and Plug-ins via your Dashboard. The party that collects data relating to the usage of your Apps and Plug-ins shall own that data but shall use it only as permitted by applicable law. You may use the monthly data and usage reports provided by Avid for your own internal business purposes but agree not to disclose them, in whole or in part, to third parties.

5.6 Changes to the Avid Marketplace; No Exclusivity. Avid reserves the absolute right to make changes and improvements to the Avid Marketplace and Avid Software from time to time and may, among other things, add or remove features and functionality or make changes to the design or graphical user interface. You acknowledge that Avid may, from time to time, add features or functionality that are the same as, or similar to, the features and functionality provided by your Apps and Plug-ins and that nothing in this Agreement or any other agreement between you and Avid shall be deemed to prohibit any such improvements by Avid. You also acknowledge that third-party developers may sell apps or plug-ins on the Avid Marketplace that have features and functionality that are the same as, or similar to, those provided by your Apps and Plug-ins. You are not granted any exclusive rights in this Agreement and none may be inferred from its terms.

6. LICENSE GRANTS AND INTELLECTUAL PROPERTY.

6.1 License Grant to Avid. You hereby grant to Avid and affiliates a non-exclusive, worldwide, royaltyfree, right and license (with the right to sublicense) to load, host, copy, reproduce, modify, format, link to, translate, transmit, distribute, publish, publicly and privately perform and display and otherwise use the

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