Dolby Laboratories, Inc.

Software End User License Agreement
This Software End User License Agreement (“Agreement”) is a legal agreement between you (either as an individual or an entity, hereinafter referred to as “you” or “Customer”), Dolby Laboratories, Inc., a California Corporation, and Dolby International AB, a Swedish company residing in The Netherlands (collectively “Dolby”) governing your use of the software and firmware (collectively, the “Software”) embodied in the product (“Product”).  BY USING THE PRODUCT AND THE SOFTWARE EMBODIED THEREIN, YOU REPRESENT (1) THAT YOU ARE OVER THE AGE OF 18, (2) THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF OR YOUR COMPANY, AS APPLICABLE, AND (3) YOU CONSENT TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.  

1. LICENSE GRANT.
(a) The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.   Consistent with foregoing, and subject to the terms and conditions of this Agreement, Dolby grants to you a worldwide, nonexclusive, revocable, limited, non-transferable, personal license (without the right to sub-license) to use the Software as embedded in the Product for the sole purpose of operating the Product.  

(b) You agree not to copy, modify, reverse engineer, decompile or disassemble the Product. Except for the limited license granted herein, Dolby and its suppliers hereby retain all right, title and interest in and to all worldwide intellectual property rights embodied in the Software. All other rights not expressly granted in this Agreement are reserved by Dolby, and no other license or right shall be granted to you by implication, estoppel or otherwise.  You acknowledge and agree that the technology embedded in and used to create the Product constitute the valuable trade secrets and know-how of Dolby, and to the extent you discover any such trade secrets, you will not disclose them to any third party.  The Software embodied in the Product is licensed and not sold.
(c) Dolby shall have no obligation to provide any updates or upgrades to the Software, but in the event that it does, such updates, upgrades and any documentation shall be deemed the “Software,” and shall be subject to the terms and conditions of this Agreement.

2. TERM.
You may terminate this Agreement at any time by notifying Dolby or simply discontinuing use of the Software. This Agreement will automatically terminate if you violate any of its terms as determined by Dolby in its sole discretion.  

3. WARRANTY DISCLAIMER.
THE SOFTWARE IS REPROVIDED TO YOU EXCLUSIVELY ON AN “AS IS” BASIS, AND DOLBY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR CONFORMANCE TO DESCRIPTION. IN PARTICULAR, DOLBY DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF ERRORS OR DEFECTS, OR THAT USE OF THE SOFTWARE OR ANY ASSOCIATED SERVICES WILL NOT CAUSE LOSS OF DATA, OR BE UNINTERRUPTED OR SUITABLE FOR YOUR REQUIREMENTS OR FOR ANY PURPOSE WHATSOEVER OR THAT DOLBY OR ANY THIRD PARTY WILL BE AVAILABLE TO PROVIDE SUPPORT SERVICES FOR THE SOFTWARE. YOU AGREE THAT YOUR USE OF THE SOFTWARE, IS ENTIRELY AT YOUR OWN RISK. Some states do not allow the exclusion of implied warranties, and where applicable the above exclusion shall apply to the maximum extent permitted by law.

4. LIMITATION OF LIABILITY.
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.  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 SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR YOUR LICENSE THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS 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.

5. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless Dolby, its  affiliates, and its and their respective officers, directors, stockholders, employees, contractors, suppliers and agents from and against any losses, claims, damages, liabilities and/or reasonable expenses (including reasonable attorney, accountant and 
other expert fees and costs of investigation) arising out of any breach of your obligations under this Agreement or otherwise arising out of your use, misuse, or inability to use the Software.

6. INJUNCTIVE RELIEF.
The parties each acknowledge and agree that remedies at law would be inadequate to protect the Dolby against any actual or threatened breach of this Agreement by you, and you agree not to oppose the granting of equitable relief in favor of Dolby (without proof of actual damages) in the event of any such actual or threatened breach (in addition to any remedies to which Dolby may be entitled at law). You further agree to pay all reasonable costs and expenses incurred by Dolby (including attorney, accountant and expert fees) in enforcing this Agreement.

7.  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. 


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

8.  SEVERABILITY.
If any term, provision, or portions thereof, of this Agreement  shall be found to be illegal or unenforceable, then, notwithstanding, the remaining provisions of this Agreement shall remain in full force and effect and such term or provisions shall be deemed stricken.

9.  WAIVER.
Any failure or delay in exercising or enforcing any right under this EULA shall not operate as a waiver thereof; any waiver of any right under this EULA on any one occasion shall not be construed as a continuing waiver or waiver on any subsequent occasion; and any single or partial exercise of any right under this EULA shall not preclude any subsequent or further exercise of such right or of any other right under this EULA. No waiver of rights shall be effective unless in writing and signed by the party against whom the waiver may be asserted

10. ENTIRE AGREEMENT.
You acknowledge that you have read this Agreement, and that this Agreement constitutes the entire agreement between you and Dolby with respect to the subject matter hereof, and supersedes any and all prior oral or written understandings, communications or agreement not specifically incorporated herein. If there exists any conflict between the terms of this Agreement, the terms of sale or invoice, the terms of this Agreement shall prevail.

11. COMPLIANCE WITH LAWS.
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

12. SURVIVAL.
You acknowledge that Sections 3-11 shall survive any expiration or termination of this Agreement.
