Licensed Software Supplemental Terms
Version Effective as of November 1, 2023
Capitalized terms which are not defined in these Supplemental Terms have the meanings set out in the Haivision Terms and Conditions (“Terms and Conditions”) incorporated within the Quotation which references these Supplemental Terms.
Licensed Software shall be furnished on the following terms:
1.1 Grant of License. Subject to these Terms and Conditions, including the payment of applicable fees, Haivision grants to Customer, for the applicable Product or Services Term, a non-exclusive, non-sublicensable, non-transferable, revocable right and license to access, use, install or download the Licensed Software. All rights not expressly granted hereunder are reserved by Haivision. Customer shall only permit the Licensed Software to be accessed and used by Customer’s End Users. The Customer shall not sell, transfer, sub-license, publish, disclose, or otherwise make available the Licensed Software, or copies thereof, to any third party without the prior written consent of Haivision, except as otherwise mentioned in the Haivision Terms and Conditions. The Customer agrees and understands that the Licensed Software may contain Open-Source Software. The terms and conditions governing the Customer’s use of such open-source software shall be in accordance with the open-source license terms associated with such open-source software.
1.2 Feature Releases. Releases that contain material enhancements to a Licensed Software’s utility, efficiency, functional capabilities, or application are supplied may be subject to additional fees or as part of a Subscription for Support Services. If available, Customer may upgrade the Subscription for Support Services to another level of service at any time to obtain additional releases. Feature releases are issued by Haivision from time to time. If Customer is using an older version of a Licensed Software, Customer may be required to upgrade to the current version to install such feature releases. Feature releases are shown by a change in the digit to the right of the decimal point, or a change in the digit to the left of the decimal point, depending on the nature of the additional release (Licensed Software version 5.0.0. becomes Licensed Software Version 5.1.0 or 6.0.0.).
1.3 Maintenance Release. During the Product or Services Term, maintenance releases are issued at reasonable discretion of Haivision and provided to Customer in accordance with a Subscription for Support Services. A maintenance release is shown by a change in the digit to the right of the second decimal point (Licensed Software Version 5.0.0. becomes Licensed Software Version 5.0.1.).
1.4 Security Patch Releases. Haivision will use commercially reasonable efforts to assess and if deemed as warranted, to address security vulnerabilities found in the Licensed Software that may include an operating system. Haivision will review the vulnerabilities found and shared from time to time through the Common Vulnerabilities and Exposures (“CVE”) and NIST’s National Vulnerability Database (“NVD”). Security patches will be deployed at the reasonable discretion of Haivision based on the Common Vulnerability Scoring System (“CVSS”), taking into consideration the Overall CVSS score, as refined for the Licensed Software, and may not be issued for all vulnerabilities, except if they are classified as critical or high.
1.5 Software Warranty. Haivision warrants that, for a period of one (1) year following the Commencement Date, the Licensed Software will operate substantially in accordance with the Documentation (the “Licensed Software Warranty Period”). In case of a breach of this warranty during the Licensed Software Warranty Period, Haivision will use commercially reasonable efforts to resolve the breach or offer an acceptable workaround to the Customer. The foregoing shall be Customer’s only remedy for a breach of this warranty. This warranty shall not apply if (a) Customer is in breach of these Terms and Conditions, including for late payment(s); (b) the Licensed Software has been modified without a written authorization from Haivision; (c) the breach is caused by third party integrations, systems, products, software, or networks owned or controlled by the Customer, or by the Content.