• END-USER LICENSE AGREEMENT ("AGREEMENT") FOR DOLBY AUDIO API FOR ANDROID


    Version August 7, 2013 


    This License Agreement ("Agreement") is a legal agreement between your company ("Licensee") and Dolby Laboratories Licensing Corporation, a New York corporation, and Dolby International AB, a Swedish company residing in The Netherlands (collectively "Dolby").

    LICENSEE IS BOUND BY THIS AGREEMENT BY ACCEPTING THIS AGREEMENT (WHETHER BY CLICKING "YES" OR SIGNING), OR BY COPYING THE SOFTWARE. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK "YES" TO ACCEPT OR SIGN THIS AGREEMENT, OR OTHERWISE IMPORT, COPY, DISTRIBUTE OR SELL THE SOFTWARE.

    The person accepting this Agreement on behalf of Licensee represents and warrants to Dolby that he or she has the legal authority to accept this Agreement on behalf of Licensee and to bind Licensee to this Agreement. If the individual is not so authorized, he or she shall be personally liable for Licensee's obligations under this Agreement.

    1. DEFINITIONS. The following terms as used in this Agreement shall have the meanings set forth below:

    1.1. "Software" means the materials provided herewith, including but not limited to, the Dolby Audio API and Dolby Audio Plug-in and files and associated documentation.

    1.2. "Licensor Confidential Information" means the Software and any other proprietary information of Licensor disclosed hereunder.

    1.3. "Sale", "Sell" or "Sold" or any variation thereof means (as the context requires) to sell, supply, offer for sale, dispose, rent, lend, lease, commercialize, exploit, distribute or otherwise transfer.

    1.4. "Your Products" means software applications, games, and other digital products that incorporate the Software.

    2. LICENSE GRANT. Dolby grants you only those rights expressly granted to you in this Agreement provided that you comply with all terms and conditions of this Agreement.

    2.1 Software License Grant. Dolby grants you a nonexclusive, revocable, limited, non- transferable license to incorporate and use the Software for the purposes of developing, testing, and commercializing Your Products. If the Software includes any libraries or sample code, you may incorporate those materials in Your Products and distribute the Software as incorporated in Your Products. You may also modify any such sample code to the extent necessary to incorporate it in Your Products.

    2.2 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.

    3. RESERVATION OF RIGHTS AND OWNERSHIP. Dolby reserves all rights not expressly granted to you 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.

    4. LIMITATIONS ON LICENSE. You are expressly prohibited from using the Software in any manner not specifically authorized by Dolby in this Agreement. 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 paragraph 2 above or applicable law notwithstanding this limitation. Your Products will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code, and will not cause injury to any person or damage to any property. 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 or any third party trademark, trade name or service mark is granted to you pursuant to this Agreement.

    5. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree 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.

    6. INDEMNIFICATION AND REPRESENTATION. You represent and warrant that you will not make or sell a product using the Software if the purpose and/or result of such product is that it violates copyrights or other intellectual property rights of Dolby or any third party. You shall 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: 1) your breach of any term of this Agreement; 2) the making, using or selling by you of any product using the Software, except with respect to such claim, liability, loss or damage that directly and to the extent it arises out of the Software as originally delivered to you; and 3) any claim of allegedly unauthorized use or violation of any third-party intellectual property.

    7. TERMINATION. Without prejudice to any other rights, Dolby may immediately terminate this Agreement if you fail to comply with any of the terms or conditions of this Agreement. In such event, you must immediately cease using the Software and destroy all copies of the Software and all of its component parts. All confidentiality obligations and all limitations of liability and remedy, exclusions of damages, and warranty disclaimers shall survive any termination of the Agreement. In addition, sections titled "Indemnification and Representation," "U.S. Government License Rights," "Governing Law," "Compliance with Applicable Law," and "Miscellaneous" shall survive any such termination.

    8. NO WARRANTY. LICENSOR IS PROVIDING THE SOFTWARE TO LICENSEE "AS IS." LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ABOUT THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND LICENSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.

    9. SOFTWARE MAINTENANCE. Dolby may provide updates containing bug fixes or error corrections to the Software ("Updates"). Such Updates shall be considered part of the Software and are subject to the terms and conditions of this Agreement.

    10. REPRESENTATIONS AND WARRANTIES.
    10.1 You represent, warrant, and covenant that your use of the Software will at all times

    comply with the terms of this Agreement.
    10.2 Dolby represents that it owns or has the right to license the Software.

    11. 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 AGREEMENT 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 AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

    12. 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 AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER (OTHER THAN THE LIMITED REMEDY DESCRIBED IN SECTION 10.2 ABOVE) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR YOUR LICENSE THE SOFTWARE, BUT IN NO EVENT MORE THAN USD$500.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8 AND 11 AND THIS SECTION 12) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

    13. 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.

    14. GOVERNING LAW: The validity, interpretation and performance of this Agreement 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
    Governing Law: England
    Court Jurisdiction: English Courts

    Region: All other countries
    Governing law: State of California, USA
    Court Jurisdiction: State or Federal Courts located in San Francisco, CA

    Region: People's Republic of China
    Governing law: State of California, USA
    Court Jurisdiction: 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 14 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 Agreement will be interpreted and construed in accordance with the English 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

    15. COMPLIANCE WITH APPLICABLE LAW.

    You agree to comply with all applicable local laws and regulations that may govern your use of the Software. You understand that Dolby is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibits export or diversion of Dolby's products to certain countries and persons and entities listed on the U.S. Government lists of restricted or prohibited persons, including the Bureau of Industry and Security's List of Denied Persons and the Department of Treasury List of Specially Designated Nationals; and is also subject to 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. You agree that you will not knowingly assist or participate in any such diversion or other violation of any applicable U.S. laws and regulations, will allow Dolby to audit your books and records for compliance and, at Dolby's request, will certify to Dolby as to your compliance with these provisions. You warrant that it shall not sell any products in countries or to users not approved to receive such products under applicable U.S. laws and regulations, and that it will abide by such laws and regulations. You shall hold harmless and indemnify Dolby for any damages, expenses and costs (including reasonable attorneys fees) arising from a breach of this section by you.

    16. MISCELLANEOUS. This Agreement (including any amendment to this Agreement which is included with the Software) is the entire agreement between you 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. If there exists any conflict between the terms of this Agreement, the terms of any amendments and any terms of sale or invoice, the terms of any amendments shall prevail. For avoidance of doubt, any additional or conflicting terms in any purchase order or other document provided by you 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. You understand and agree that Dolby may use such measures.