Before you can access The Dolby Atmos Plugin for Android, you must accept the agreement below
END-USER LICENSE AGREEMENT
Dolby Atmos for Mobile Gaming
This End-User License Agreement (the “Agreement”) is a legal agreement between you (either as an individual or an entity, hereinafter referred to as “Customer”) and Dolby Laboratories, Inc., a California Corporation, and Dolby International AB, a Swedish company residing in the Netherlands (collectively, “Dolby”) for the Dolby plugin that accompanies this Agreement and provided directly by Dolby, including associated media, printed materials, online and electronic documentation and updates thereto, to connect Dolby technology to third party software (collectively, the “Plugin”). This Agreement is solely between Dolby and you. The third party to whose software the Plugin may allow connection is not a party to this Agreement. Separate license terms apply to your use of the third party software. YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY ACCEPTING THIS AGREEMENT, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE PLUGIN. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, INSTALL, COPY, OR USE THE PLUGIN.
1. LICENSE GRANT.
1.1 License Grant. Dolby hereby grants Customer a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license to (a) use, reproduce, display, perform, and execute the Plugin solely to develop a Product, as set forth in the documentation. This section expressly does not grant a license or right to distribute or redistribute the Plugin in a Product. As used herein, “Product” means a finished mobile game or other mobile software application that is developed using the Plugin.
1.2 Documentation. Customer may make and use an unlimited number of copies of the documentation associated with the Plugin, if any, provided that such copies shall be used solely for its own use in association with the Plugin and are not to be republished or distributed (in hard copy, electronic or any other form) to any third party.
1.3 Use of Subcontractors. Customer may allow subcontractors to use the Plugin to develop and test a Product on Customer’s behalf for distribution by Customer, provided that (a) Customer registers such subcontractor in advance through the online Dolby Developer Portal, (b) Customer directs the subcontractor to the Dolby Developer Portal through which this Plugin is made available; and (c) the subcontractor directly accepts and is bound by the terms of this Agreement. Customer acknowledges and agrees that even if a subcontractor is registered through the Dolby Developer Portal, no license or right is granted to use the Plugin on Customer’s behalf until such subcontractor agrees to the terms of this Agreement. Such subcontractors have a limited license to use, reproduce, display, perform, and prepare derivative works based on the Plugin to develop Customer’s Product as outlined above, and for no other purpose. Customer shall be liable for all acts or omissions of any subcontractors.
2. RESERVATION OF RIGHTS AND OWNERSHIP. The Plugin is protected by copyright, patent and/or other intellectual property laws and treaties and contains trade secrets of Dolby and/or its licensors. Dolby and/or its licensors own all right, title, and interest in and to the Plugin, modifications, enhancements, or derivative works (including all intellectual property rights therein). Notwithstanding anything to the contrary, the Plugin is licensed, not sold and no title or ownership to the Plugin (or any embodied intellectual property rights) passes to Customer. Dolby retains ownership of all copies of the Plugin. No license, right, or interest in any Dolby trademark, trade name or service mark is granted to Customer under this Agreement. Dolby reserves all rights not expressly granted Customer in this Agreement.
3. RESTRICTIONS. Customer is expressly prohibited from using the Plugin in any manner not specifically authorized by Dolby in this Agreement or as described in the documentation. Customer shall not: (a) use any portion of the Plugin to make (i) an independent object, such as an unprotected plugin, that could be reused outside of the Product in which it is incorporated, (ii) an independent tool dedicated to the processing of any Dolby technology (including Dolby Atmos), or (iii) a dynamic library, such as a dynamic-link library (DLL) or shared object (SO), that exclusively implements the functionality of a Dolby technology; (b) use open source software in combination with the Plugin or take any other action that would cause the Plugin, in whole or in part, to be subject to any terms which require (i) that source code or design information regarding the Plugin be made available to third parties; (ii) that any third party be granted permission to create derivative works of the Plugin (or its derivative); or (iii) that any third party be granted a royalty-free license under Dolby’s intellectual property rights in the Plugin; (c) reverse engineer, decompile, or disassemble the Plugin, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (d) rent, lease, lend or provide commercial hosting services with the Plugin; (e) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Plugin or documentation.
4. INDEMNIFICATION. Customer agrees to indemnify, defend and hold harmless Dolby, its affiliates, their respective successors and their respective officers, directors, employees, agents, and representatives for any claim, liability, loss or damage arising out of: (a) Customer’s breach of any term of this Agreement; (b) Customer’s use or distribution of the Plugin or any Product, except for claims that arise as a result of Customer’s use of the Plugin for its intended purpose as set forth herein; and (c) any claim of allegedly unauthorized use or violation of any third-party intellectual property arising from any Product, except for claims solely based on Customer’s use of the Plugin for its intended purpose as set forth herein.
5. TERM AND TERMINATION. This Agreement shall remain in effect for 2 years from Customer’s initial acceptance of its terms (“Term”) and shall automatically renew for successive one-year periods. Either party may terminate this Agreement for any or no reason upon at least sixty (60) days’ prior written notice to the other party. Notwithstanding the foregoing, Dolby may immediately terminate this Agreement if Customer or its subcontractor fails to comply with any of the terms or conditions of this Agreement. In such event, the license granted hereunder will automatically terminate and Customer and its subcontractor must immediately cease using the Plugin and destroy all copies of the Plugin and all its component parts.
6. CONFIDENTIAL INFORMATION. Customer will not: (a) use Dolby Confidential Information except as permitted in this Agreement or (b) disclose Dolby Confidential Information to any party except to employees who need to know and are subject to written agreements that include use and disclosure restrictions as protective as those in this Agreement. Customer will use reasonable efforts to maintain the confidentiality of Dolby Confidential Information using the same efforts used to protect its own proprietary information of similar nature and importance, but in no event less than reasonable care. “Dolby Confidential Information” means the Plugin (including all trade secrets, know-how, inventions, techniques, processes and algorithms in the Plugin), documentation, Updates, and any proprietary information of Dolby or related to Dolby’s business disclosed or made available to Customer.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
7.1 Customer represents, warrants, and covenants that its use of the Plugin will at all times comply with the terms of this Agreement and that it will only use the Plugin for its intended purpose.
7.2. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE SET FORTH HEREIN, DOLBY MAKES NO WARRANTIES REGARDING THE PLUGIN. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLUGIN “AS IS,” AND DOLBY HEREBY DISCLAIMS 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 PLUGIN WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE PLUGIN WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PLUGIN 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 AGREEMENT.
8. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL DOLBY BE LIABLE TO CUSTOMER 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 AGREEMENT OR THE USE OR INABILITY TO USE THE PLUGIN, 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. CUSTOMER AGREES THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL DOLBY’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED US$50.
9. U.S. GOVERNMENT LICENSE RIGHTS. This Plugin is commercial computer software developed exclusively at private expense, and is provided to the U.S. Government only as commercial computer software (with "Restricted Rights," as applicable). Use, duplication, and disclosure by civilian agencies of the U.S. Government shall be in accordance with the terms of this Agreement and FAR 52.227-19(b), or its current equivalent. Consistent with DFARS 227.7202 or its current equivalent, use, duplication, and disclosure by DOD agencies is subject solely to the terms of this Agreement.
10. DISPUTE RESOLUTION. This Agreement will be construed according to the substantive law, but not the choice of law rules, of the State of California and applicable federal law of the United States. Disputes arising hereunder will be resolved in the California Superior Courts and the Federal District Court for the Northern District of California located in San Francisco, California, and each party hereby submits to the jurisdiction thereof. In any action brought to resolve a dispute under this Agreement, the prevailing party will be entitled to recover from the other party all costs and expenses incurred in that action and any appeal therefrom, including but not limited to all reasonable attorneys’ fees and other related costs. Notwithstanding the foregoing, with respect to any party of Customer located in China, disputes that the parties are unable to settle between them shall be referred to and finally settled at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules, provided that the arbitration shall be in English. Nothing in this Section 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.
11. COMPLIANCE WITH APPLICABLE LAW. Customer shall comply, and maintain compliance, with all applicable international and national laws that apply to the Plugin, including the Foreign Corrupt Practices Act (which prohibits giving anything of value to any foreign government official, foreign political party, or official of a foreign political party or any candidate for foreign political office in order to influence improperly his or her judgment in the performance of official duties), the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. Customer warrants that it is (a) not located in Cuba, Iran, North Korea, Sudan, Syria, the Crimea Region of the Ukraine or any other country subject to a comprehensive U.S. trade embargo, and (b) not a person or entity listed on the Entity List or Denied Persons list maintained by the U.S. Department of Commerce or on the Specially Designated Nationals list maintained by the U.S. Treasury Department.
12. MISCELLANEOUS. This Agreement is the entire agreement between Customer and Dolby relating to the Plugin and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Plugin or any other subject matter covered by this Agreement. For avoidance of doubt, any additional or conflicting terms in any purchase order or other document provided by Customer shall be null and void unless expressly agreed to in writing by Dolby. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. There may be technological measures in or part of the Plugin or that may be enabled by use of the Plugin that are designed to prevent the unlicensed, unauthorized or illegal use of the Plugin and/or to identify users of the Plugin. Customer understands and agrees that Dolby may use such measures. Sections 2, 3, 4, 6, 7, 8, 9, 10, 11, and 12 shall survive the expiration or termination of this Agreement.