Dolby Atmos Production Suite

END USER LICENSE AGREEMENT FOR Dolby Atmos Software

This End User License Agreement (the “Agreement”) is a legal agreement between you (either as an individual or an entity, hereinafter referred to as “you” or “Customer”) and Dolby Laboratories, Inc., a California corporation and Dolby International AB, a Swedish company residing in the Netherlands (collectively “Dolby”) for certain software that 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 OR SIGN THE AGREEMENT (IF APPLICABLE), INSTALL, COPY, OR USE THE SOFTWARE. FURTHERMORE, BY LICENSING THE SOFTWARE THROUGH THE AVID MARKETPLACE, YOU AGREE TO THE TERMS OF THE AVID MARKETPLACE SET FORTH AT http://apps.avid.com/store/documents/AvidMarketplaceT&Cs.pdf BY ACCEPTING THIS AGREEMENT, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.

1. LICENSE GRANT.

• 1.1 Software License Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, Dolby grants Customer a non-exclusive, revocable, limited, non-transferable license to install and run up to the authorized number of licenses of the Software, a “license” being either the maximum the number of simultaneous encoding processes permitted (“Concurrent Uses”) or the maximum number of unique devices on which the Software may be installed (“Named Devices”).
• 1.2 Documentation. Customer may make and use an unlimited number of copies of the documentation, 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) beyond Customer’s premises or to any third party.
• 1.3 Use of Subcontractors. Customer may allow subcontractors to use the Software only on its behalf in accordance with the terms of this Agreement provided that the subcontractor accepts the terms of this Agreement. The subcontractors authorized to use the Software on Customer’s behalf will be identified in the Software order Customer submits to Dolby. Customer agrees to be liable for all acts or omissions of any such subcontractors.
• 1.4 Third Party Software. Dolby may include third party software in the Software. The use of such third party software is subject to the terms of the license agreement governing such third party software, as described more fully in the documentation accompanying the third party software.

2. NO LICENSE. The Software, and the license grant to the Software in Section 1.1 above, does not include any patent(s) or patent application(s) having one or more claims that would be required to practice any standard for video or still image codecs, such as MPEG-2 (ISO/IEC 13818-2), MPEG-4 (ISO/IEC 14496-2), AVC (ISO/IEC 14496-10), HEVC (ISO/IEC 23008-2), VC-1 (SMPTE 421M), VP8 (IETF RFC 6386), VP9, AOMedia Video 1 (AV1), or any international standard for applications such as ETSI broadcasting standards (EN 300 468, EN 300 743, TS 101 547 and TS 101 154) and ATSC.

3. RESERVATION OF RIGHTS AND OWNERSHIP. Dolby reserves all rights not expressly granted to 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/or its suppliers. Dolby and/or its suppliers own all right, title, and interest in and to the Software, including all 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 no title or ownership to such Software or any intellectual property rights therein passes to Customer as a result of this Agreement. Dolby retains ownership of all copies of the Software.

4. LIMITATIONS ON LICENSE. Customer is expressly prohibited from using the Software and/or documentation in any manner not specifically authorized by Dolby in this Agreement. Customer shall not: (a) make any copies of the Software except, and to the extent necessary, one (1) copy for backup and archival purposes; (b) 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; (c) rent, distribute, lease, or lend the Software to any third parties; (d) make available or provide the Software to third parties, including through any hosting services, service bureau, software-as-a-service or any other type of services; and (e) 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 Agreement.

5. SOFTWARE MAINTENANCE. Dolby will provide updates containing bug fixes or error corrections to the Software (“Updates”) and standard software maintenance services in accordance with Dolby’s published Software Policy available at: https://www.dolby.com/us/en/about/dolby-software-policy.pdf. Such Updates shall be considered part of the Software and subject to the terms and conditions of this Agreement. Extended coverage is not available after the expiration of the Maintenance Period.

6. PRIVACY NOTICE. Your use of the Software is subject to the Dolby Privacy Notice that is available at https://www.dolby.com/us/en/about/privacy/avid.html and which is hereby incorporated by reference into this Agreement. By using the Software, you agree that you have read, understood, and agree to the data collection, use, and disclosure provisions set forth in the Dolby Privacy Notice.

7. CONFIDENTIAL INFORMATION. Customer will not use Dolby Confidential Information except as expressly permitted in this agreement nor disclose Dolby Confidential Information to any third party except to those of its employees who need to know and who are subject to written agreements that include binding use and disclosure restrictions as protective as those herein. Customer will use all reasonable efforts to maintain the confidentiality of Dolby Confidential Information in its possession or control, and at least the efforts ordinarily used by Customer to protect its own proprietary information of similar nature and importance, but in no event less than reasonable care. “Dolby Confidential Information” means all trade secrets, know-how, inventions, techniques, processes, algorithms, documentation, updates, and any proprietary information of Dolby or related to Dolby’s business disclosed or made available hereunder, and the terms of this Agreement and the documents referenced herein.

8. INDEMNIFICATION AND REPRESENTATION. Customer 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: (a) Customer’s breach of any term of this Agreement; (ii) the making, using or selling by Customer 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 Customer; and (iii) any claim of alleged or actual unauthorized use or violation of any third-party intellectual property.

9. TERMINATION. Without prejudice to any other rights, Dolby may immediately terminate this Agreement for any reason upon prior written notice to Customer. Upon expiration or termination of this Agreement for any reason, all rights granted to Customer under this Agreement automatically terminate and Customer and its subcontractor(s) must immediately cease using the Software and documentation and destroy all copies thereof 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,” “Confidential Information,” “U.S. Government License Rights,” “Governing Law,” “Compliance with Applicable Law,” “Miscellaneous,” “Privacy Notice,” and “Audit” shall survive any such termination.

10. REPRESENTATIONS AND WARRANTIES. Customer represents, warrants, and covenants that: (a) its use of the Software shall at all times comply with the terms of this Agreement, (b) it shall not install, use, access, or run more Software licenses than those for which Dolby has authorized, and (c) it shall 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.

11. DISCLAIMER OF WARRANTIES. EXCEPT EXPRESSLY PROVIDED HEREIN, DOLBY MAKES NO WARRANTIES REGARDING THE SOFTWARE AND DOCUMENTATION. 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 BUG- OR ERROR-FREE (INCLUDING THOSE THAT MAY LIMIT THE FUNCTIONALITY OR FEATURES OF THE SOFTWARE, PRODUCE ERRORS, RENDER THE FEATURES UNAVAILABLE OR INOPERABLE, PRODUCE INCORRECT TRANSMISSIONS, DATA OR CONTENT, OR CAUSE TRANSMISSIONS, DATA OR CONTENT TO BE CORRUPTED OR LOST) 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. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. IN NO EVENT WILL DOLBY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, CONTENT, 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. 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.

13. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER 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 SHALL BE LIMITED TO THE AMOUNT OF USD $500.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING THIS SECTION 13) 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.

14. 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.

15. 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	Governing Law	Court Jurisdiction
Europe	England	English Courts
All other countries	State of California, USA	State or Federal Courts located in San Francisco, CA
People's Republic of China	State of California, USA	Arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules ("UNCITRAL Rules"). The arbitration tribunal shall consist of the 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 15 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

16. COMPLIANCE WITH APPLICABLE LAWS. Customer shall, at its own expense, comply with all applicable laws, statutes, rules and regulations in performing any duties and obligations under this Agreement. Customer acknowledges that the Software is subject to U.S. export jurisdiction and shall 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. Customer shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of the Software (including products derived from or based on the Software) to any destination, entity, or person prohibited by relevant laws without obtaining prior authorization from the competent government authorities as required by those laws and regulations. Without limiting the foregoing, Customer further understands and agrees that Customer is subject to a variety of laws that prohibit bribery, including, without limitation, the Foreign Corrupt Practices Act and U.K. Bribery Act, which prohibit Customer from 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 improperly influence his or her judgment in the performance of official duties. Customer shall not assist or participate in any such diversion or other violation of any such applicable laws, statutes, rules and regulations. Customer shall hold harmless and indemnify Dolby for any damages, expenses and costs (including reasonable attorneys’ fees) arising from Customer’s breach of this section.

17. TAXES. Prices quoted do not include sales, use, excise, VAT, or similar taxes, and Customer shall 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.

18. BOOKS AND RECORDS; AUDIT. Customer shall maintain complete and accurate books and records relating to use of the Software and any information regarding compliance with this Agreement for a period of three (3) years after the expiration or termination of this Agreement. At Dolby’s written request, not more frequently than once annually, Customer shall furnish Dolby with a signed certification verifying that the Software licenses are being used in accordance with the provisions of this Agreement and applicable invoice. Upon forty-five (45) days’ prior written notice, Dolby or Dolby’s agents may audit Customer’s books and records to verify Customer’s compliance hereto, including but not limited to the number of Named Devices on which the Software is installed or are capable of executing the Software and the maximum number of Concurrent Uses during the period of the audit. Customer shall cooperate with such audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. In the event any audit reveals non-compliance with this Agreement, Customer shall pay to Dolby, within 30 days of Customer’s receipt of written notification, any fees applicable to Customer’s use of the Software plus 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.

19. MISCELLANEOUS. This Agreement (including any amendment to this Agreement which is included with the Software and any Dolby terms of sale or invoice provided to you in connection with your order for the Software) 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. 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. Customer understands and agree that Dolby may use such measures. Customer shall not and may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise without the prior written consent of Dolby. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.