Parties. This Agreement is a binding agreement between You (either as an individual or the entity for which You download the Deliverables, as defined below) and Dolby Laboratories, Inc. (“Dolby”).
1. Deliverables. “Deliverables” means the materials for the Streaming Player for OTT that Dolby makes available on the extranet site https://ott.dolby.com for internal use by You in accordance with the terms and conditions of this Agreement. Both the extranet site and the Deliverables may be updated by Dolby from time to time.
2. License grant. Provided You comply with all the terms and conditions of this Agreement, Dolby grants You a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use the Deliverables in object code(binary) form only during the term solely for Your internal evaluation, testing, and verification that your software, products or services in online formats and frameworks are compatible with the Dolby technology identified in the Deliverables, including development and modifications of internal tools, software, or platforms for the same evaluation, testing and verification purposes (the ‘Purpose’). No other use of the Deliverables is permitted. No rights or licenses are granted under this Agreement to any source code, underlying algorithms, logic, or structure of the Deliverables. No Dolby trademark, trade name, or service mark is licensed hereunder. No license is granted under any intellectual property rights 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), VVC, 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. Limitations on license. Except as authorized herein and necessary for the Purpose, You shall not: (i) sell, assign, license, distribute, or otherwise transfer or make available the Deliverables, or any improvements or other modifications thereto, in whole or in part, in any form to any third parties; or (ii) authorize or permit the use of the Deliverables by any third parties. For the avoidance of doubt, the term “third parties” used in this Agreement means any entity or person other than You.
4. Ownership. As between Dolby and You, Dolby owns all right, title and interest in and to the Deliverables, all improvements and modifications thereto, and all copies thereof. You will not remove or alter the copyright, trademark, or other notices in the Deliverables. There are no implied licenses under this Agreement. All rights not expressly granted to You are reserved by Dolby.
5. No Reverse Engineering. Except as necessary for the Purpose, You may not directly or indirectly disassemble, reverse engineer, de-compile, modify, make derivative works, or translate the Deliverables. At Your request, Dolby shall provide information needed to achieve interoperability with other programs within the meaning of the European Union Directive on the Legal Protection of Computer Programs.
6. Feedback License. If You provide Dolby with any suggestions, comments, improvements, ideas, or other feedback relating to the Deliverables (“Feedback”), You hereby grant to Dolby a perpetual, irrevocable, worldwide, royalty‑free, fully paid‑up, transferable, sublicensable, and non‑exclusive license to use, reproduce, modify, adapt, make derivative works of, distribute, perform, display, and otherwise exploit such Feedback for any purpose.
7. Confidentiality. “Dolby Confidential Information” means the Deliverables, any proprietary information of Dolby disclosed hereunder and the documents referenced herein. You will not use Dolby Confidential Information except as necessary for the Purpose nor disclose Dolby Confidential Information to any third party except those of Your employees that need to know it for the Purpose and who are subject to written agreements that include binding use and disclosure restrictions as protective as those herein. You will use all reasonable efforts to maintain the confidentiality of Dolby Confidential Information in Your possession or control, and at least the efforts ordinarily used by You to protect Your own proprietary information of similar nature and importance.
8. No warranty. THE DELIVERABLES ARE PROVIDED “AS IS.” DOLBY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE DELIVERABLES, DOLBY IP OR ANY TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DOLBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES
9. Limitation on liability. DOLBY IS NOT LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER OR NOT DOLBY WAS SPECIFICALLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY EXEMPLARY OR PUNITIVE DAMAGES. DOLBY’S MAXIMUM LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, INDEMNITY, IN NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED $500 (FIVE HUNDRED US DOLLARS). NOTHING IN THIS SECTION SHALL OPERATE OR BE DEEMED TO OPERATE TO EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW.
10. 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. On termination of this Agreement for any reason You must immediately cease using the Deliverables and destroy or return all copies of the Deliverables. 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 of this Agreement titled “Governing law”, “Export” and “Miscellaneous” shall survive any termination.
11. Governing law. This Agreement will be construed according to the substantive law, but not the choice of law rules, of the State of California and of applicable federal law of the United States. If any dispute arises under this Agreement, the venue for such dispute will be in the California Superior Courts and the Federal District Court for the Northern District of California located in San Francisco, California, and You hereby submit to the jurisdiction of such courts. However, this section will not preclude either Party from seeking equitable relief in any court of competent jurisdiction. Any judgment issued by a court or other tribunal may be enforced to the fullest extent of the law in the country in which a party resides, is located or owns assets.
12. Export. Dolby is subject to regulation by U.S. government agencies, including the U.S. Department of Commerce, which prohibits the export or diversion of Licensor’s products to certain countries, persons and entities listed on 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. You will not knowingly assist or participate in any such diversion or other violation of any applicable U.S. laws and regulations. You will not sell any products in countries or to users not approved to receive such products under the applicable laws and regulations of the U.S. or other pertinent jurisdictions, and will abide by such laws and regulations.
13. Anti-Circumvention. You shall not, and shall not permit any third party to: (i) bypass, disable, defeat, or circumvent any license key, copy protection, digital rights management, security feature, or other technological protection measure incorporated in or associated with the Deliverables; (ii) develop, distribute, or use any tool, device, software, or technique designed to circumvent any such protection measures; or (iii) remove, alter, or tamper with any license files, authentication mechanisms, or usage-tracking features embedded in the Deliverables.
14. Miscellaneous. This Agreement contains the entire agreement between the parties and supersedes all previous agreements or representations (written and oral) between the parties regarding its subject matter. Dolby may terminate this Agreement on written notice to You if any of its provisions is found by a court of competent jurisdiction or other valid tribunal to be invalid or unenforceable. This Agreement will not be deemed modified by any course of dealing, any act or failure to act on the part of Dolby, or by Dolby’s failure to object to any of Your acts or omissions which may violate the terms of this Agreement. No failure to object to any event of default in one instance will constitute a waiver or license to commit or continue events of default in other or like instances. All notices will be in written English, addressed to each party at their head office (or such other address as either party may deliver to the other by notice), by overnight commercial courier (e.g., FedEx), or electronic mail, and shall be effective on receipt demonstrated by reasonable proof of delivery. In any action 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 court or arbitration costs and fees, all reasonable attorneys’ fees, and other related costs. The licenses granted to You hereunder are personal to You and may not be assigned, sublicensed or otherwise transferred without the prior written consent of Dolby. Any assignment without Dolby’s consent shall be void and automatically terminate this Agreement. Dolby may terminate this Agreement upon notice to You in the event of a change of control of You. Neither party is the agent or representative of the other, and neither has authority to assume obligations or make representations on behalf of the other. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to transactions hereunder.