END USER LICENSE AGREEMENT FOR DOLBY SOFTWARE
The following is Dolby’s current version of the End User License Agreement (“EULA”). Dolby may modify
this EULA: (A) immediately in any way which does not reduce or degrade Reseller’s rights or benefits
pursuant to the policy, or (B) in all other instances, on forty-five (45) days written notice; provided,
however, that the EULA in effect at the time of the sale of any Product unit shall continue to govern such
Product unit.
This EULA is a legal agreement between you (as an individual hereinafter referred to as “you” or
“Customer” or “End User”) and Dolby Laboratories, Inc., a California Corporation, and Dolby International
AB, a Swedish company residing in The Netherlands (collectively “Dolby”) for the Dolby® software that
accompanies this EULA, which includes computer software and may include associated media, printed
materials, “online” and electronic documentation, and any updates thereto provided when and if available
(collectively, the “Software”). Dolby is providing you with the Software pursuant to a separate agreement
between you (or a third party such as your employer) and one of Dolby’s licensees (a “Parent
Agreement”). In the case of a conflict, this EULA takes priority over the Parent Agreement and governs
your use of the Software. YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY
ACCEPTING THIS EULA, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY, OR USE THE
SOFTWARE.
1.
LICENSE GRANT. Dolby grants you only those rights expressly granted to you in this EULA
provided that you comply with all terms and conditions of this EULA.
1.1
Software License Grant. Dolby grants you a nonexclusive, revocable, limited, non-transferable
license to (a) install and run the Software solely for the purpose of using the Dolby Conference Phone, or if
applicable, accessing the conferencing service solutions provided under the Parent Agreement, and (b)
make one copy of the Software solely for backup or archival purposes.
1.2
Documentation. You may make and use an unlimited number of copies of the documentation, if
any, provided that such copies shall be used solely for your own use in association with the Software and
are not to be republished nor distributed (in hard copy, electronic or any other form) beyond your premises
or to any third party.
1.3
Beta Materials. The following apply to any Software provided as “pre-release” or “beta:” (a) You
shall identify errors, potential improvements, and provide other feedback to Dolby about the pre-release or
beta Software as reasonably requested by Dolby, and (b) Dolby reserves the right not to commercially
release pre-release or beta Software or, if it does so, to alter prices, features, specifications, capabilities,
functions, licensing terms, release dates, and other characteristics of the commercial release.
2.
RESERVATION OF RIGHTS AND OWNERSHIP. Dolby reserves all rights not expressly granted
to you in this EULA. The Software is protected by copyright, patent, and/or other intellectual property laws
and treaties and contains trade secrets of Dolby and its suppliers. Dolby and its suppliers own the title,
copyright, and other intellectual property rights in the Software. Notwithstanding any statements to the
contrary contained in any terms of sale for the Software, the Software is licensed, not sold and Dolby
retains ownership of all copies of the Software.
3.
LIMITATIONS ON LICENSE. You are expressly prohibited from using the Software in any
manner not specifically authorized by Dolby in this EULA. You may not make any copies of the Software
except and to the extent necessary for backup and archival purposes. You may not modify, create
derivative works, reverse engineer, decompile, or disassemble the Software, except and only to the extent
that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not
rent, lease, lend or provide commercial hosting services with the Software. You may not delete, fail to
reproduce, or modify any patent, copyright, trademark or other proprietary rights notices which appear on
or in the Software or documentation. No license, right, or interest in any Dolby trademark, trade name, or
service mark is granted to you pursuant to this EULA.
4.
TERMINATION. Without prejudice to any other rights, Dolby may immediately terminate this
EULA if you are in material breach of any of the terms or conditions of Sections 1-3 of this EULA which
has not been remedied within 14 days of written notice from Dolby to you. In such event, you must
immediately cease using the Software and destroy all copies of the Software and all of its component
parts.
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5.
REPRESENTATIONS AND WARRANTIES.
5.1
You represent, warrant, and covenant that your use of the Software will at all times comply with
the terms of this EULA, applicable laws and regulations, and that you will not install, use, access, or run
the Software for purposes other than using the Dolby Conference Phone, or if applicable, accessing the
conferencing services provided under the Parent Agreement.
5.2
Dolby represents and warrants that (a) it owns or has the right to license the Software, and (b) that
the Software is complete, correct, effective, and capable of meeting the specifications included in the
documentation, if any, provided under the Parent Agreement. Your sole remedy for breach of the
foregoing representation in Section 5.2(b) shall be Dolby’s commercially reasonable efforts to redeliver the
affected Software.
6.
DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE SET FORTH ABOVE, DOLBY
MAKES NO WARRANTIES REGARDING THE SOFTWARE. FURTHER, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, DOLBY AND ITS SUPPLIERS PROVIDE THE SOFTWARE AS IS,
AND HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND
ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. THERE IS NO
WARRANTY THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY
SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR
UNINTERRUPTED OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOLBY OR ELSEWHERE WILL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS EULA. THE ENTIRE RISK AS TO THE
QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH
YOU.
7.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. IN NO
EVENT WILL DOLBY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE,
OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR
FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN
CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER
SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT DOLBY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AGREE THAT
THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN
THIS EULA IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8.
LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT
YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL
DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR
ANYTHING ELSE), THE ENTIRE LIABILITY OF DOLBY AND ANY OF ITS SUPPLIERS UNDER ANY
PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (OTHER THAN THE
LIMITED REMEDY DESCRIBED IN SECTION 5.2 ABOVE) SHALL BE LIMITED TO THE AMOUNT OF
USD$10.00 (TEN U.S. DOLLARS). THE FOREGOING LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS (INCLUDING SECTIONS 6, 7, AND 8) SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY SPECIFIED IN THIS EULA IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.
GOVERNING LAW: The validity, interpretation, and performance of this EULA shall be governed
by and construed in accordance with the laws, without respect to conflict of laws provisions, and you agree
to submit to the jurisdiction of the court, set forth below based on the applicable region where you are
located:
Region: Europe, then Governing Law is England and Court Jurisdiction is English Courts.
Region: All other countries, then Governing Law is the State of California, USA and Court Jurisdiction is
State or Federal Courts.
Region: People’s Republic of China, then Governing Law is the State of California, USA and Court
Jurisdiction is Arbitration at the Hong Kong International Arbitration Centre in accordance with the
UNCITRAL Arbitration Rules (“UNCITRAL Rules”). The arbitration tribunal shall consist of one arbitrator to
be appointed according to the UNCITRAL Rules. The language of the arbitration shall be English.
Notwithstanding the foregoing, nothing in this Section 9 shall prevent Dolby from seeking any injunctive or
equitable relief by a court of competent jurisdiction that is necessary to protect Dolby’s rights or property
until such dispute is resolved. This EULA will be interpreted and construed in accordance with the English
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language. The parties agree that the provisions of the Uniform Computer Information Transactions Act
(“UCITA”) and the U.N. Convention on Contracts for the International Sale of Goods will have no force or
effect on these terms and conditions.
10.
THIRD PARTY SOFTWARE AND/OR OPEN SOURCE. The Software contains open source
components and other third party components, subject to the applicable licensing terms and conditions.
From time to time, Dolby may include additional third party software and components subject to third party
terms and conditions of use. For more information about these software components, see the following:
•
•

www.dolby.com/us/en/about/warranty-and-maintenance-policies.html
Open Source Software Guide for the Software or Software Operations and Management Guide

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