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This Agreement is a legal agreement between you (either as an individual or an entity, hereinafter referred to as "you" or "Customer") and Dolby Laboratories Licensing Corp., a California Corporation, ("Dolby") for reference code for detecting the presence of speech using Dialogue Intelligence™ technology that accompanies this Agreement, which includes reference code and may include associated media, printed materials, "online" and electronic documentation (collectively, the "Software"). YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT, INSTALL, COPY, OR USE THE SOFTWARE.
1. 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.
1.1 License Grant. Dolby grants you a nonexclusive, revocable, limited, non-sublicensable, non-transferable license under the Licensed Patents identified in the Appendix to this Agreement (the "Patent List") to make derivative works of the Software and reproduce and distribute a loudness meter in object code form for Professional use (the "Licensed Product"). This license does not cover products intended for Consumer use. This license does not grant a license to any patents other than the Licensed Patents identified on the Patent List.
1.2 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.
2. 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 in any documentation or other materials, the Software is licensed, not sold, and Dolby retains ownership of all copies of the Software.
3. 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, or as necessary to make or have made the Licensed Product. Usage for research purposes is permitted provided that the Software is not distributed or used commercially. You may only use the Software as expressly permitted by applicable law notwithstanding this limitation. 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 trademark, trade name, or service mark is granted to you pursuant to this Agreement.
4. NOTICES REQUIRED. You will provide the following notice in the Licensed Product "Created under license from Dolby Laboratories Licensing Corporation. Use of this Software does not convey a license nor imply a right under any patent, or any other industrial or intellectual property right of Dolby Laboratories." In addition, each Licensed Product will be marked with one or more patent numbers set forth in the Patent List in such countries under which a license is granted under this Agreement.
5. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to US export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the US Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by US 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, making, having made, using, importing, or selling Licensed Products, and destroy all copies of the Software and all of its component parts. All of your 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," "US Government License Rights," "Governing Law," "Compliance with Applicable Law," and "Miscellaneous" shall survive any such termination.
8. REPRESENTATIONS AND WARRANTIES.
8.1. You represent, warrant, and covenant that you are authorized to enter into this Agreement and that your use of the Software will at all times comply with the terms of this Agreement.
8.2. Dolby represents and warrants that it owns or has the right to license the Software.
9. DISCLAIMER OF WARRANTIES. DOLBY MAKES NO WARRANTIES REGARDING THE SOFTWARE. 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 THE 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 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. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL DOLBY BE LIABLE TO YOU FOR ANY DIRECT 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.
11. US GOVERNMENT LICENSE RIGHTS. This Software is commercial computer software developed exclusively at private expense, and is provided to the US Government only as commercial computer software (with "Restricted Rights," as applicable). Use, duplication, and disclosure by civilian agencies of the US 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. 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:
All other countries
State of California, USA
State or Federal Courts located in San Francisco, CA
Notwithstanding the foregoing, nothing in this Section 12 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.
13. 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 US Government, including the US Department of Commerce, which prohibits export or diversion of Dolby's products to certain countries and persons and entities listed on the US 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 US 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 US 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.
14. TAXES. You shall be responsible for any sales, use, excise, VAT, or similar taxes arising from or related to your exercise of the rights granted to you under this Agreement.
15. DELIVERY OF SOFTWARE. Dolby will provide the information necessary to access the Software to you promptly upon your acceptance of this Agreement.
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, the terms of any amendments shall prevail. The terms of this Agreement shall prevail over any conflicting terms in a terms of sale agreement or invoice. 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.
SCHEDULE OF PATENTS
PATENT LIST - DIALOGUE INTELLIGENCE
DLLC IS THE OWNER OF THE PATENTS FOR THE PURPOSE OF THE AGREEMENT
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