Last Updated: July 10, 2017
This End-User License Agreement ("Agreement") is a legal agreement between you (either as an individual, or on behalf of the entity you represent, both hereinafter referred to as "Licensee") and Dolby Laboratories, Inc., a California Corporation, and Dolby International AB, a Swedish company residing in the Netherlands (collectively "Dolby") for use of Dolby demo discs provided to you from Dolby or its affiliates ("Demo Discs").
1. License Grant. Dolby grants Licensee a nonexclusive, revocable, limited, non-transferable license to publicly perform the Demo Discs solely for purposes of promoting its goods and services which utilize Dolby technologies at retail locations, in reviewer programs, at tradeshows, and for product testing. Dolby reserves all other rights not expressly granted.
2. Reservation of Rights. The Demo Discs are property of Dolby and/or its respective licensors and are protected by United States Copyright laws, international treaty provisions, and other applicable laws. Dolby retains all right, title, and interest in and to the Demo Discs and any media products on which the Demo Discs are provided. Dolby reserves all rights not expressly granted to Licensee herein.
3. Restrictions. Licensee shall not: (i) use the Demo Discs for any purpose other than those authorized herein without Dolby's prior written approval Purpose; (ii) remove any copyright, trademark, or other proprietary rights notices or markings included in the Demo Discs as originally provided to Licensee; or (iii) use the Demo Discs in any manner that is derogatory or defamatory to Dolby, its products, or any person(s) appearing or depicted therein. Consistent with the foregoing, the Demo Discs may not be sold, broadcast, copied, rented, leased, loaned, or otherwise commercially exploited.
4. Additional Consents. Use of the Demo Discs may require additional licenses from third parties (e.g., performers, publishers, unions, and copyright holders). Accordingly, Licensee acknowledges, that it will, at its own cost, obtain all necessary consents, licenses, and other authorizations from, and make any payments which may be due to any and all third parties related to Licensee's use of the Demo Discs as licensed hereunder.
5. Termination. This license shall remain in effect unless and until terminated or until the termination date included in the Demo Disc. Dolby may immediately terminate this license with or without cause in its sole discretion upon notice. Upon termination, the License granted hereunder shall immediately terminate, and Licensee shall have no further right to use the Demo Discs in any capacity. Within 10 business days after the termination effective date, Licensee shall either return to Dolby all Demo Discs in Licensee's possession and/or control, or provide Dolby with a written certificate signed by an officer of Licensee certifying that all Demo Discs received hereunder have been destroyed.
6. WARRANTY DISCLAIMER. DEMO DISCS ARE PROVIDED "AS-IS." DOLBY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY IN REGARDS TO THE DEMO DISCS, AND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO THE DEMO DISCS.
7. LIMITATION OF LIABILITY. DOLBY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER OR NOT DOLBY HAS BEEN SPECIFICALLY INFORMED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY EXEMPLARY OR PUNITIVE DAMAGES. IN NO EVENT SHALL DOLBY'S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO DOLBY UNDER THIS AGREEMENT.
8. Indemnification. Licensee shall indemnify, defend, and hold harmless Dolby, its affiliates, their respective successors, and their respective officers, directors, employees, agents, and representatives from and against all losses, liabilities, damages, claims, and expenses, including reasonable attorneys' fees and costs, in connection with a third-party claim arising from Licensee's use of the Demo Discs or any actual or alleged breach of any term, condition, warranty, or representation under this Agreement. If Licensee is required to defend Dolby hereunder, Dolby shall promptly notify Licensee of any such claim, and permit Licensee, at Licensee's expense, to defend against such claim and control the defense and disposition (including, without limitation, all decisions to litigate, settle (with Dolby's consent) or appeal) such claim. Dolby shall reasonably cooperate in the defense thereof. Dolby may, at its option and expense, retain its own counsel to participate in any proceeding that is under Licensee's direction. Licensee shall report to Dolby with reasonable frequency and advise Dolby of any significant events concerning the claim.
9. Dispute Resolution. This Agreement shall 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. For any dispute under this Agreement, the venue will be in the California Superior Courts and the Federal District Court for the Northern District of California located in San Francisco, California, and Licensee hereby submits to the jurisdiction of such courts. Licensee acknowledges that monetary damages may not be a sufficient remedy in the event of an actual or threatened breach of the License granted hereunder. In such event, Dolby shall be entitled, without waiving any other rights, to seek injunctive and other equitable relief in any court of competent jurisdiction.
10. General. This Agreement constitutes the entire agreement between the parties with respect to its subject and supersedes any and all prior understandings, arrangements, and agreements pertaining to the subject matter hereunder. Section 2 and Sections 6 through 10, will survive expiration or termination of this Agreement. No part of this Agreement will be modified except by a written agreement signed by the parties. Nothing in this Agreement shall create any joint venture, partnership, agency, or employment relationship between the parties. Licensee may not assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise. Any attempted assignment or delegation by Licensee without Dolby's written consent will be void. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns. No waiver of any breach committed by a party in one instance will constitute a waiver or license to commit or continue breaches in any other instance. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. Licensee acknowledges that it has the requisite authority to enter into this Agreement on its own behalf and on behalf of the entity it represents (if any).