Before you can access The Dolby Atmos Panner you must accept the agreement below
END-USER LICENSE AGREEMENT
Dolby Atmos Game Tools
This 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 software which accompanies this agreement, which includes computer software and may include associated media, printed materials, “online” and electronic documentation and updates thereto that Dolby may provide to Customer (collectively, the “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 SOFTWARE. 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 SOFTWARE.
1. LICENSE GRANT. Dolby grants Customer only those rights expressly granted in this Agreement provided that Customer complies with all terms and conditions herein.
1.1 Software License Grant. Dolby grants Customer a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license to (a) use, reproduce, display, perform, and prepare derivative works based on the Software within Customer’s facility to develop a Product, (b) incorporate the Software or a derivative thereof into a Product, and (c) distribute the Software (or a derivative thereof) incorporated in object code format only as an inseparable part of a Product to end users who are subject to an end user license which disclaims any representations, warranties, conditions, and liabilities related to the Software and its functionality. As used herein, “Product” means a finished game or other software application that incorporates any portion of the Software or a derivative thereof.
1.2 Trademark and Notices.
(a) Dolby hereby grants to Customer a personal, indivisible, non-exclusive license to use the trademarks identified on Appendix A (the “Trademarks”) in the user interface of, and in connection with marketing and promotional materials related to, Products that have been tested and approved by Dolby. All uses of Dolby’s name and the Trademarks shall be consistent with the most recent version of the applicable Dolby trademark usage guidelines, which guidelines will be provided to Customer upon request and which may be updated and provided by Dolby from time to time. Customer acknowledges that its use of the Trademarks creates no rights in Customer in said marks, and that all use of the Trademarks by Customer and associated goodwill inure to the benefit of Dolby.
(b) Customer shall include in each Product’s credits a notice of Dolby’s rights in the Software. The following notice is preferred: “This product contains one or more programs protected under international and U.S. copyright laws as unpublished works. They are confidential and proprietary to Dolby Laboratories. Their reproduction or disclosure, in whole or in part, or the production of derivative works therefrom without the express permission of Dolby Laboratories is prohibited. Copyright 2017 by Dolby Laboratories. All rights reserved.” If space does not permit the notice recited above, an abbreviated notice may be used. In extreme cases the following may suffice: “Confidential unpublished work. © 2017 Dolby Laboratories. All rights reserved.”
1.3 Documentation. Customer may make and use an unlimited number of copies of the documentation included with the Software, if any, provided that such copies shall be used solely for its own use in association with the Software and are not to be republished nor distributed (in hard copy, electronic or any other form) to any third party other than subcontractors in accordance with Section 1.4.
1.4 Use of Subcontractors. Customer may distribute the Software to subcontractors 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, and (b) the subcontractor accepts the terms of this Agreement. Such subcontractors have a limited license to use, reproduce, display, perform, and prepare derivative works based on the Software to develop Customer’s Product as outlined above, and for no other purpose. The rights and obligations set forth in Sections 6, 7, and 8.2 are exclusive to Customer as the licensee and do not extend to any entity accepting this Agreement in the capacity of a subcontractor. Customer agrees to be liable for all acts or omissions of any such subcontractors.
2. RESERVATION OF RIGHTS AND OWNERSHIP. Dolby reserves all rights not expressly granted Customer in this Agreement. 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. RESTRICTIONS. Customer is expressly prohibited from using the Software in any manner not specifically authorized by Dolby in this Agreement.
(a) No portion of the Software may be used 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) The license granted hereunder does not include any license, right, power or authority to take any action that would cause the Software, in whole or in part, to be subject to any terms which require (i) that source code or design information regarding the Software be made available to third parties; (ii) that any third party be granted permission to create derivative works of the Software (or its derivative); or (iii) that any third party be granted a royalty-free license under Dolby’s intellectual property rights in the Software.
(c) Customer may not reverse engineer, decompile, or disassemble any Software provided in object code format, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Customer may not rent, lease, lend or provide commercial hosting services with the Software. Customer 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. Except as set forth in Section 1.2, no license, right, or interest in any Dolby trademark, trade name or service mark is granted to Customer pursuant to this Agreement.
4. INDEMNIFICATION AND REPRESENTATION. Customer represents and warrants that it will only use the Software for its intended purpose. 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 Software or any Product, except for claims that arise as a result of Customer’s use of the unmodified Software for its intended purpose; and (c) any claim of allegedly unauthorized use or violation of any third-party intellectual property.
5. TERM AND TERMINATION. This Agreement shall remain in effect for 2 years from Customer’s initial acceptance of its terms (“Term”). Customer may distribute to end users after expiration of this Agreement copies of finished Products that are Customer’s possession at the time of such expiration, and retain a copy of the Software (or derivative thereof) to the extent necessary to support and maintain Products released during the Term. Without prejudice to any other rights, 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 Software and destroy all copies of the Software and all its component parts. The expiration or termination of this Agreement will not affect the continued use by end users of Products released during the Term.
6. LIMITED WARRANTY. Dolby warrants that, for a period of 60 days after the date on which the Software is made available to Customer, the media on which the Software is furnished is warranted against defects in material and workmanship. As Customer’s sole and exclusive remedy and Dolby’s entire liability for any breach of the warranty set forth in this section, Dolby will replace such defective media. This warranty does not apply to any Software for which Dolby does not receive a license fee.
7. SOFTWARE MAINTENANCE. During the Term, Dolby will provide Customer updates containing bug fixes or error corrections to the Software (“Updates”) which Dolby generally makes commercially available during such time. Such Updates shall be considered part of the Software and subject to the terms and conditions of this Agreement.
8. REPRESENTATIONS AND WARRANTIES.
8.1 Customer represents, warrants, and covenants that its use of the Software will at all times comply with the terms of this Agreement.
8.2 Dolby represents and warrants that (a) it owns or has the right to license the Software and (b) that the Software is complete and capable of meeting the specifications included in the documentation, if any, provided hereunder. Customer’s sole remedy for breach of the foregoing representation in Section 8.2(b) shall be Dolby’s commercially reasonable efforts to redeliver the affected Software to conform with these representations.
9. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE SET FORTH HEREIN, DOLBY MAKES NO WARRANTIES REGARDING THE SOFTWARE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE “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 SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER 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 AGREEMENT.
10. 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 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. 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$500.
11. U.S. GOVERNMENT LICENSE RIGHTS. This Software 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.
12. 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.
13. COMPLIANCE WITH APPLICABLE LAW. Customer acknowledges that the Software may be subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. Additionally, Customer warrants that it is (a) not located in Cuba, Iran, North Korea, Sudan, Syria or the Crimea Region of the Ukraine, and (b) not a denied party as specified in the regulations listed above. Customer agrees to comply with all applicable local laws and regulations that govern Customer’s use of the Software, 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 to influence improperly his or her judgment in the performance of official duties.
14. TAXES. Prices do not include sales, use, excise, VAT, or similar taxes, and Customer agrees to pay, or reimburse Dolby for, the gross amount of all such taxes (other than taxes on Dolby’s net income), imposed by any governmental authority (collectively, “Taxes”) applicable to the sale or furnishing of any products hereunder. In lieu of a specific tax, Customer may provide Dolby with a tax exemption certificate acceptable to the applicable taxing authority.
15. MISCELLANEOUS. This Agreement is the entire agreement between Customer and Dolby relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software 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 Software or that may be enabled by use of the Software that are designed to prevent the unlicensed, unauthorized or illegal use of the Software and/or to identify users of the Software. Customer understands and agrees that Dolby may use such measures. Sections 2, 4, 6, 9, 10, 12 and 15 shall survive the expiration/termination of this Agreement.
16. AUDIT. At Dolby’s written request, not more frequently than once annually, Customer shall furnish Dolby with a signed certification verifying that Customer is using the Software in accordance with this Agreement, and Dolby may, upon forty 45 days’ written notice, may audit Customer to verify Customer’s compliance hereto. Customer agrees to cooperate with Dolby’s audit and provide reasonable assistance and access to information as necessary for Dolby to carry out its audit. Any such audit shall not unreasonably interfere with Customer’s normal business operations. In the event any audit discloses non-compliance with this Agreement, Customer agrees to pay any amounts payable to Dolby discovered in the audit within 30 days of written notification together with Dolby’s reasonable cost of conducting the audit. Customer agrees that Dolby shall not be responsible for any costs incurred by Customer in cooperating with the audit.
APPENDIX A
Trademarks
The logos above is available in encapsulated postscript file format upon request.