Encoder Warranty & Product Support Terms

These Encoder Warranty & Product Support Terms supplement and are incorporated into:

1. the Product Terms; and

2. the Global Terms or, where AI-Media and the Customer have entered into a Master Agreement, that Master Agreement.

Any capitalized terms that are not defined in these terms are defined in the aforementioned.

1. DEFINITIONS

The following capitalised words are defined as follows:

(a) Defective Encoder means any Encoder, which is a Physical Encoder, that does not perform materially as described in AI-Media’s published Documentation during Normal Use due to a defect in materials or workmanship, including any Physical Encoder that is found to be damaged or defective on delivery (where that damage or defect was not caused in shipping or by the Customer).

(b) Documentation means any and all documentation generally made available by AI-Media to its customers (including on or via the Platforms) in connection with use of the Products or Services, including without limitation, users’ manuals, installation and configuration guides, technical and functional specifications, and any revisions or supplements thereto;

(c) Encoder means any Physical Encoder purchased from AI-Media or any of its authorized resellers and specifically excludes Pre-Used Encoder(s) and any other used or second hand purchases of Physical Encoders.

(d) Encoder Defect means any error or defect in an AI-Media Physical Encoder, Virtual or Cloud-Based Encoder that causes the same to not perform materially as described in AI-Media’s published Documentation.

(e) Firmware means any software that is embedded in any Physical Encoder, including any updates to such Firmware as may be provided to the Customer by AI-Media.

(f) Normal Use means ordinary use of the Physical Encoder in accordance with, the applicable Documentation, and excludes any modification or attempted repair of the Physical Encoders not performed by AI-Media.

(g) Physical Encoder means any of: (i) EEG Frame HD/SD Caption Legalizer & Caption Bridge (CB 1512); (ii) HD/SD Caption Legalizer & Caption Bridge (CB 5XX); (iii) EEG OpenGear VANC Data Monitor (DE 1285); (iv) HD/SDI Caption Decoder with Nielsen (DE 29X); (v) Encode Pro Card (HD 1492); (vi) Encoder 4K 12G (AV 650); (vii) Encoder Core (EN 537); (viii) Encoder Pro (HD 492); (ix) HD/SDI Smart Encoder VII EEG OpenGear (HD 1430); (x) Lexi Viewer (AV 610); (xi) Lexi DR units; (xii) associated peripherals; and (xiii) as otherwise notified by AI-Media.

(i) Software Defects means any deviations in the software from its specified requirements or intended functionality.

(j) Virtual and Cloud-based Encoder means any of the: (i) Alta 2110; (ii) Alta TS; (iii) Falcon; (iv) iCap Integration; (v) On-Premises Software; or (vi) as otherwise notified by AI-Media.

2. ENCODERS

2.1 Warranty & Support

(a) Application. Applies to all Encoders purchased from AI-Media or any of its authorized resellers and specifically excludes Pre-Used Encoders and any other used or second hand purchases of Physical Encoders.

(b) Duration. 12 months from the date that the original New Encoder is shipped from AI­ Media for delivery to the Customer (Warranty Service Period). The Warranty Service Period only applies to the original Customer and does not transfer with the Encoder if the Encoder is transferred to another person.

(c) Inclusions. AI-Media offers the following services free of charge to the Customer during the Warranty Service Period:

(i) 90 day replacement warranty service. AI-Media will provide a replacement of any Encoder, which is subsequently classified as a Defective Encoder, that is notified to AI-Media within 90 days of the Encoder being shipped to the Customer (90 Day Replacement Period). To avoid doubt, Customer must ensure that the New Encoder is shipped back to AI-Media for AI-Media’s inspection for classification as a Defective Encoder, prior to the provision of any replacement Physical Encoder.

(ii) Repair service. AI-Media will use commercially reasonable efforts to repair any Defective Encoder notified to AI-Media after expiry of the 90 Day Replacement Period and before expiry of the remainder of the Warranty Service Period. Physical Encoder repairs will be conducted at AI­Media’s facilities unless otherwise determined by AI-Media. AI-Media reserves the right to replace the Physical Encoder with a new or refurbished unit (the choice of which will be at AI­-Media’s discretion) rather than repair the original Physical Encoder. If AI-Media considers that it cannot repair an Encoder during the Warranty Service Period, AI-Media will ship a replacement Physical Encoder to the Customer free of charge provided the original Encoder is delivered and thereafter retained by AI-Media. If the Customer is provided with a replacement Physical Encoder, the Warranty Service Period will restart to the date at which the new replacement encoder is shipped from AI-Media for delivery to the Customer. To avoid doubt, Customer must ensure that the original Physical Encoder is shipped back to AI-Media for AI-Media’s inspection, for classification as a Defective Encoder, prior to the provision of any replacement Physical Encoder. If on inspection, AI-Media determines that there is no material defect in the Encoder contemplated in this sub-clause and that no repairs are necessary in order to re-establish that Encoder’s operational state, then AI-Media shall charge to the Customer a service fee of $250 USD to cover all labor, inspection, administration and shipping costs associated with its investigation, where such payment shall be made upon receipt by Customer of the relevant invoice in respect of the same.

(iii) Loan equipment. AI-Media offers loan equipment for Customers who have returned an Encoder for repair during the Warranty Service Period. Where loan equipment is requested by the Customer, AI-Media will work with the Customer to determine the appropriate equipment to meet the Customer’s circumstances. Any loan equipment remains the property of AI-Media and must be returned to AI-Media once the affected Encoder is repaired and returned to the Customers. In the event that the loaned Physical Encoder is not shipped to AI-Media within 5 business days of the Customer’s receipt of the repaired or replaced Physical Encoder (Loan Return Period), then the Customer shall be subject to the Rental Terms noted herein, commencing on the day following the expiration of the Loan Return Period. For the avoidance of doubt, rental installments not specified in an Order shall be set, acting reasonably, at AI Media’s discretion. If the Customer does not return the loaned Physical Encoder, within 4 weeks of the Loan Return Period expiring, AI-Media may charge the Customer the market value plus any actual restocking and reordering fee of that loaned Hardware as calculated at that date, where such payment must be made to AI-Media. To avoid doubt, the Customer agrees that the fees contemplated by this sub-clause are reasonable and commensurate with amounts lost by Ai-Media.

(iv) Support. AI-Media will provide reasonable technology support services for issues experienced in use of Encoders. Support does not extend to the provision of training and/or consulting services.

(v) Updates and Upgrades. AI-Media will supply updates and upgrades to the Firmware included in the encoder when AI-Media makes such updates available in the Customer’s territory.

(d) Continuation of Encoder Warranty Service Period for replaced or repaired Physical Encoders. If an Encoder is replaced or repaired under the warranty and support services, the remainder (if any) of the original 90 Day Replacement Period and Warranty Service Period will apply to the replaced or repaired Physical Encoder.

(e) How to access warranty and support services. To access warranty and support services, please contact AI-Media using the technology support contact information set out at www.ai-media.tv/support/.

(f) Return shipping of Defective Encoder. AI-Media will pay the cost of return shipping of Defective Encoders to AI-Media’s regional office for replacement or repair (other than for on-­premises repair) during the Warranty Service Period, and shipping of the replacement or repaired Physical Encoder back to the Customer. The applicable shipping address and process will be confirmed to the Customer by AI-Media’s support team.

2.2 Annual Support Service

(a) Application. Applies to Encoders (including loan equipment) supplied by AI-Media (from AI-Media or any of its authorized resellers and specifically excludes Pre-Used Encoders and any other used or second hand purchases of Physical Encoders) post the Warranty Service Period where AI-Media offers, and the Customer purchases, an annual support plan for that Physical Encoder.

(b) Duration. Annual support plans can be purchased for each year following expiry of the Warranty Service Period. Each annual support plan purchased lasts for 12 months from expiry of the Warranty Service Period or previous annual support plan period (Annual Support Plan Period).

(c) Purchasing support plans.

(i) AI-Media will issue a quote or invoice for annual support to the Customer prior to expiry of the Warranty Service Period or then current Annual Support Plan Period (where the Customer has an active annual support plan). AI-Media may review and increase the price for annual support plans from time to time in its sole discretion.

(ii) The Customer must pay the quote prior to expiry of the Warranty Service Period or then current Annual Support Plan Period (as applicable) to ensure support continues.

(iii) The Customer may purchase an annual support plan for more than one year at a time. To do this, the Customer must first notify AI-Media of the number of years of support that the Customer wishes to purchase and pay an amount equal to the quote multiplied by the number of years to be purchased. Purchasing multiple years of annual support in advance means paying the then current annual support plan price for the subsequent years purchased at the same time.

(d) Reactivating expired support. If the Customer does not purchase an annual support plan for any year post the Warranty Service Period and later wants to access annual support, the Customer must pay for the current years’ annual support plan and back-pay for those years that the Customer did not take up an annual support plan. Payment of all years will be at AI­-Media’s then current annual support plan price.

(e) Inclusions. AI-Media offers the following services for Customers who have a current paid annual support plan:

(i) Repair service. AI-Media will use commercially reasonable efforts to repair any Defective Encoder notified to AI-Media during an Annual Support Plan Period. Physical Encoder repairs will be conducted at AI-Media’s facilities, unless otherwise determined by AI-Media. AI­Media reserves the right to replace the Encoder with a refurbished unit rather than repair the original Encoder. To avoid doubt, Customer must ensure that the Encoder is shipped back to AI-Media for AI-Media’s inspection, for classification as a Defective Encoder, prior to the provision of any replacement Physical Encoder. The cost of repair will be invoiced to and payable by the Customer; provided that where repair is required in years 2 to 5 after the Physical Encoder is shipped to the Customer, the cost of each repair will be capped. The cap for Physical Encoders is US$1,200 (Repair Cap). For the avoidance of doubt, AI-Media will not commence repair works on the Physical Encoder until the Repair Cap is paid in full (in years 2 to 5). This cap will be reviewed by AI-Media annually and the then current cap will be advised to the Customer on request. No Repair Cap applies for any repairs required during the 6th or later years after shipping of the Physical Encoder. For the avoidance of doubt, AI-Media will provide a repair works estimate as they pertain to Physical Encoder(s) during the 6th or later years after shipping of the Physical Encoder. If AI-Media considers that it cannot repair a Defective Encoder during the Annual Support Plan Period, AI-Media will offer to the Customer a discounted rate for the purchase of a replacement Encoder provided the Defective Encoder is delivered and thereafter retained by AI-Media (where the rate of discount shall be determined at the discretion of AI-Media however will take into account the proportion of Annual Support Period already paid by the Customer in the applicable year). If the Customer is provided with a refurbished replacement Physical Encoder, the Annual Support Plan Period shall continue as per the terms of the returned or Defective Encoder. If on inspection, AI-Media determines that there is no material defect in the Encoder contemplated in this sub-clause and that no repairs are necessary in order to re-establish that Physical Encoder’s operational state, then AI-Media shall charge to the Customer the service fee of $250 USD in respect of all labor, inspection, administration and shipping costs associated with its investigation, where such payment shall be made upon receipt by Customer of the relevant invoice in respect of the same. For the avoidance of doubt, Encoders contemplated by the previous sentence will not be returned to the Customer until payment in full of the invoice in respect of the same. AI-Media shall not be obliged to carry out any such work until an Order for the work has been entered into with the Customer in respect of the same.

(ii) Loan equipment. AI-Media offers loan equipment for Customers who have returned Physical Encoders for repair during an Annual Support Plan Period. Where loan equipment is requested by the Customer, AI-Media will work with the Customer to determine the appropriate equipment to meet the Customer’s circumstances. Any loan equipment remains the property of AI-Media and must be returned to AI-Media once the affected Physical Encoder is repaired and returned to the Customer. The Customer will solely be responsible for the administration, management, coordination and payment of shipping and costs associated with the loaned Physical Encoder to and from AI-Media and must promptly inform AI-Media of details of return delivery (to this end, the Customer will be responsible for all costs and liabilities (including delays) that may arise from the Customer not acting in accordance with this sub-clause). In the event that the loaned Physical Encoder is not returned after the Loan Return Period, then the Customer shall be subject to the Rental Terms noted herein, commencing on the day following the expiration of the Loan Return Period. For the avoidance of doubt, rental installments not specified in an Order shall be set, acting reasonably, at AI Media’s discretion. If the Customer does not return the loaned Physical Encoder, within 4 weeks of the Loan Return Period expiring, AI-Media may charge the Customer the market value plus any actual restocking and reordering fees of that loaned Hardware as calculated at that date, where such payment must be made to AI-Media. To avoid doubt, the Customer agrees that the fees contemplated by this sub-clause are reasonable and commensurate with amounts lost by Ai-Media.

(iii) Support. AI-Media will provide reasonable technology support services for issues experienced in use of the Physical Encoder. Support does not extend to the provision of training and/or consulting services.

(iv) Updates and Upgrades. AI-Media will supply updates and upgrades to the Firmware included in the encoder, when AI-Media makes such updates available in the Customer’s territory.

(f) How to access annual support services. To access annual support services, please contact AI-Media using the technology support contact information set out at https://www.ai­media.tv/support/.

(g) Return shipping of Defective Encoder. The Customer will pay the cost of return shipping of Defective Encoder(s) to AI-Media’s regional office for repair during any Annual Support Plan Period. The applicable shipping address and process will be confirmed to the Customer by AI­-Media’s support team. To avoid doubt, the Customer will solely be responsible for the administration, management, coordination and payment of shipping and costs associated with returning the Physical Encoder to AI-Media and must promptly inform AI-Media of details of return delivery (to this end, the Customer will be responsible for all costs and liabilities (including delays) that may arise from the Customer not acting in accordance with this sub­ clause).

2.3 Exclusions

(a) Exclusions. The warranty and support services, and annual support services do not apply to:

(i) AI-Media Hardware not purchased from AI-Media or an authorised reseller;

(ii) damage caused by use of the Physical Encoder other than in accordance with the applicable Documentation;

(iii) damage caused by any external cause (for example, being incorrectly connected to power supply, being dropped, exposed to liquid, or used without adequate ventilation);

(iv) damage caused by the Customer’s failure to maintain and store the Physical Encoder in accordance with the Documentation;

(v) damage caused by repairs or modifications performed by any person other than AI-Media; or

(vi) damage caused during shipping.

(b) Returns not covered by warranty or support. If AI-Media determines that the defect or damage to the Physical Encoder returned to AI-Media for replacement or repair is not covered under these Annual Warranty and Support Terms:

(i) AI-Media will provide the Customer with a quote and invoice for repair of the Encoder (where repair is practicable), and if the Customer elects to proceed, the Customer must pay the full cost of repair before repair will commence, and pay the cost of shipping of the repaired unit to the Customer; and

(ii) where AI-Media paid for the return shipping to AI-Media’s regional office, the Customer must refund AI-Media those shipping costs, which will be invoiced to the Customer.

3. VIRTUAL AND CLOUD BASED ENCODERS

3.1 First Year Support Service

(a) Application. Applies to all Virtual and Cloud-based encoders, including On-Premises Software (such as Alta) supplied by AI-Media (Virtual Encoders).

(b) Duration. 12 months from commencement of the Customer’s subscription for the Virtual Encoders (First Year Support Period).

(c) Inclusions. AI-Media offers the following services free of charge to the Customer during the First Year Support Period:

(i) Support. AI-Media will provide reasonable technology support services for issues experienced in use of Virtual Encoders and reporting of any Software Defects.

(ii) Updates and Upgrades. AI-Media will affect to and for the Customer updates and upgrades when AI-Media makes such updates and upgrades available in the Customer’s territory.

(d) How to access support services. To access support services, please contact AI-Media using the technology support contact information set out at www.ai-media.tv/support/.

3.2 Annual Support Service

(a) Application. Applies to Virtual Encoders, post the First Year Support Period where AI-Media offers, and the Customer purchases, an annual support plan for that Virtual Encoder.

(b) Duration. Annual support plans can be purchased for each year following expiry of the First Year Support Period. Each annual support plan purchased lasts for 12 months from expiry of the First Year Support Period or previous annual support plan period (Annual Support Plan Period).

(c) Purchasing support plans.

(i) AI-Media will issue a quote or invoice for annual support to the Customer prior to expiry of the First Year Support Period or then current Annual Support Plan Period (where the Customer has an active annual support plan). AI-Media may review and increase the price for annual support plans from time to time in its sole discretion.

(ii) The Customer must pay the quote prior to expiry of the First Year Support Period or then current Annual Support Plan Period (as applicable) to ensure support continues.

(iii) The Customer may purchase an annual support plan for more than one year at a time. To do this, the Customer must first notify AI-Media of the number of years of support that the Customer wishes to purchase, and pay an amount equal to the quote multiplied by the number of years to be purchased. Purchasing multiple years of annual support in advance means paying the then current annual support plan price for the subsequent years purchased at the same time.

(d) Reactivating expired support. If the Customer does not purchase an annual support plan for any year post the First Year Support Period and later wants to access annual support, the Customer must pay for the current years’ annual support plan and back-pay for those years that the Customer did not take up an annual support plan. Payment of all years will be at AI-­Media’s then current annual support plan price.

(e) Inclusions. AI-Media offers the following services for Customers who have a current paid annual support plan:

(i) Support. AI-Media will provide reasonable technology support services for issues experienced in use of the Virtual Encoders and reporting of any Software Defects. Support does not extend to the provision of training and/or consulting services.

(ii) Updates and Upgrades. AI-Media will affect to and for the Customer updates and upgrades when AI-Media makes such updates and upgrades available in the Customer’s territory.

(f) How to access annual support services. To access annual support services, please contact AI-Media using the technology support contact information set out at www.ai­media.tv/support/.

3.3 Exclusions

a) Exclusions. The support services for Virtual Encoders do not apply to:

(i) faults in the Customer’s hosting environment and/or Customer’s own cloud environment, including operating system, database, network infrastructure and server infrastructure; or

(ii) errors resulting from any modification of the Virtual Encoders performed by any person other than AI-Media. b) Unsupported issues. If AI-Media determines that an issue reported as a potential Software Defect is not a Software Defect, AI-Media may charge the Customer for the time to diagnose the issue.

4. INTERACTION WITH CONSUMER LAWS

(a) The warranty and support rights set out above are in addition to, not in place of, any rights you may have under consumer or other laws applicable to you. You may have other rights at law, which vary by country or state. Except to the extent permitted by law, AI-Media does not exclude or limit any such other rights you may have.

(b) Products purchased in Australia, come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.