Dolby OptiView Terms of Service

These Terms of Service (“Agreement”) are entered into by and between Dolby (as defined in Section 23 below) and the entity or person placing an Order Form for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Order Forms. Certain capitalized terms are defined in Section 23 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to the Services through any online provisioning, registration or order process or (b) the effective date of the first Order Form. Dolby may modify this Agreement from time to time as permitted in Section 19 (Modifications).

By clicking “I ACCEPT,” signing an Order Form referencing this Agreement, accessing or using the Services, or otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.

1.  Overview. The terms below govern your use of the Services.  Certain Services may be subject to Product-Specific Terms set forth in Section 22 (the “Service Specific Terms”). In the event of a conflict between the terms of this Agreement and an applicable Order Form, this Agreement shall take precedence unless the conflict is explicitly noted and the intention of the parties to have the terms of the Order Form to control are agreed upon in the applicable Order Form.  

2.  The Services.

2.1. Permitted Use. During the Subscription Term, and subject to Customer’s payment of all applicable fees and compliance with this Agreement, to the extent applicable, Customer may, in accordance with the Documentation, this Agreement, and an applicable Order Form, access and use the Services. As set forth in an Order Form for the Dolby offerings specifically purchased by Customer, allow Authorized Users to access and use the Services.  In connection with the foregoing, Dolby grants Customer and the Authorized Users a revocable, limited, non-exclusive, non-sublicensable and nontransferable license to internally use and incorporate the applicable APIs to interoperate and connect with the Services. Dolby reserves all rights not expressly granted in this under this Agreement. Notwithstanding anything in this Agreement to the contrary, neither the terms of this Agreement nor Customer’s use of the Services grants Customer any license, immunity or other right under any patent or patent application owned by Dolby (or any of its affiliates).

2.2. Authorized Users; Account Registration. Customer is responsible for all its Authorized Users’ compliance with the terms of this Agreement. To access certain features of the Services, Customer and its Authorized Users must register for an account (“Account”) and, in doing so, may be required to provide Dolby with certain information (such as name, email address, or other contact information). Customer agrees that the information it and its Authorized Users provides to Dolby is accurate, complete, and not misleading, and that it will keep it accurate and up to date at all times. Only Authorized Users, using the mechanisms designated by Dolby may access and use the Service. Each Authorized User must keep its login credentials confidential and not share them with anyone else. Customer will promptly notify Dolby if it becomes aware of any compromise of its Authorized User login credentials.

2.3. End Users.  Customer is responsible for all its End Users’ compliance with the terms of this Agreement and all End User relationships, including without limitation, first tier support. Customer will promptly notify Dolby if it becomes aware of any unauthorized use of the Services or noncompliance with this Agreement by any End User and, at Dolby’s direction, use its best efforts to assist Dolby in enforcement of this Agreement.  

2.4. Restrictions. Except as expressly permitted by this agreement, Customer may not (and may not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service to develop a similar or competing product or service, (c) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Dolby), (d) modify or create derivative works of the Service or copy any element of the Service, (e) remove or obscure any proprietary notices in the Service, (f) publish benchmarks or performance information about the Service, (g) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service; (h) transmit any viruses or other harmful materials to the Service; or (i) use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services. If Customer becomes aware of any breach of the foregoing, Customer will immediately notify Dolby by email to support@dolby.io and remedy the situation, including, if necessary, by limiting, suspending, or terminating any relevant user’s access to the Services.

2.5. Third-Party Intellectual Property.  Neither the terms in this Agreement nor Customer’s use of the Services provides Customer with any license, immunity or other right under any intellectual property right (including, without limitation, any patent or patent application) owned by any third party.  Without limiting the foregoing, Customer’s use of the Services may require Customer to obtain licenses from third parties to intellectual property rights and technology relevant to the practice of technology standards or use of branded codecs (“Third-Party Standards and Codecs”), in each case that are supported by, or otherwise relevant to, the Services.  As between the parties, it is solely and exclusively Customer’s responsibility to determine the necessity for, and obtain, any such licenses.

2.6. Maintenance. Customer hereby acknowledges and agrees that Dolby and its Affiliates reserve the right to temporarily suspend Services for the purposes of maintaining, repairing, or upgrading its systems and network. Dolby and its Affiliates will use reasonable efforts to notify Customer of pending maintenance, however, Dolby is at no time under any obligation to inform Customer of such maintenance.

3.  Support. During the Subscription Term, Dolby or an Affiliate will provide support to Customer in accordance with the support tier Customer selects in an Order Form.

4.  Data.

4.1. Customer Data Use. Customer grants Dolby the non-exclusive, worldwide, royalty-free, fully paid, unrestricted, sublicensable right to use, copy, store, transmit, publicly display, modify and create derivative works of Customer Data, but only as applicable and as necessary to provide the Services, Support and any Technical Services to Customer under this Agreement.

4.2. Usage Data.  Dolby and its Affiliates may collect Usage Data and use it, before and after the Term, to operate, improve and support the Services and for other lawful business practices, such as analytics, benchmarking and reports. However, Dolby and its Affiliates will not disclose Usage Data externally, including in benchmarks or reports, unless it has been (a) de-identified so that it does not individually identify Customer, its Users or any other person and (b) aggregated with usage data across other Dolby and its Affiliates customers.

4.3. Personal Data Processing. With regard to the Personal Data of End Users, the parties acknowledge and agree that Dolby is a “processor” or “service provider” and Customer is a “controller” or “business”, as these terms are defined by applicable privacy, security, and data protection law. To the extent that Dolby is processing any Personal Data (as defined in the DPA) of End Users on behalf of Customer, the parties agree to comply with their respective obligations under the DPA. For clarity, the DPA does not apply to the processing of Personal Data relating to Customer’s employees, contractors, or agents, including for billing, account management, and product development purposes and such other purposes set out in the Privacy Policy or for which Dolby otherwise acts as a “business” or “data controller” or determines the purposes and means of collection. For all such purposes, Dolby shall be considered a “controller” or “business,” as applicable, and shall be entitled to transfer such information to any country where it operates.

4.4. Protected Health Information. Customer shall not store, transmit, or otherwise process any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”).

4.5. Monitoring and Enforcement. Customer accepts that it is the Customer’s responsibility to prescreen and editorially control the content of Customer’s website, if any, including but not limited to live and recorded audio and/or video content. Dolby and its Affiliates shall have the right, in its sole discretion, to remove Customer Data and Customer content from the Services for any reason or no reason and to take any other action with respect to Customer Data that Dolby or its Affiliates deems necessary or appropriate in its sole discretion. Customer accepts that it is the Customer’s responsibility to maintain a copy of their content, even if the Customer’s content is stored on Dolby’s servers. Dolby and its Affiliates is not responsible for maintaining copies of Customer’s content. Without limiting the foregoing, Dolby and its Affiliates shall have the right to cooperate fully with any law enforcement authorities or court order requesting or directing Dolby or its Affiliates to disclose the identity or other information of anyone posting any content or data on or through the Services. Customer agrees and acknowledges that Dolby or its Affiliates cannot review all Customer Data and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Dolby disclaims all liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party through the Services.

5.  Customer Obligations.

5.1. Generally. Customer shall use the Services in a manner that complies with all applicable laws and regulations and the AUP. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Services and grants Dolby the rights in Section 4.1 (Customer Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer Data. Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to the Services, including, without limitation, an account permitting access to a compatible cloud computing service (as confirmed by Dolby), modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Dependencies”). Customer is also responsible for maintaining the security of the Dependencies, backups of all Customer Materials, Customer’s account, passwords (including administrative and user passwords) and files, and for all uses of Customer’s account or the Dependencies, with or without Customer’s knowledge or consent.  

5.2. Prohibited Uses. Customer must not use the Services with Prohibited Data, for High Risk Activities, or to support communications to emergency service providers (collectively, “Prohibited Uses”). Notwithstanding anything else in this Agreement, Dolby has no liability for Prohibited Uses.

6.  Suspension of Services. Dolby or its Affiliates may suspend Customer’s access to the Services and related services if Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations), if Customer’s account is 30 days or more overdue, or if Customer’s actions risk harm to others or the security, availability or integrity of the Services. Where practicable, Dolby or its Affiliates will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). Once the issue requiring suspension is resolved, Dolby or its Affiliates will promptly restore Customer’s access to the Services in accordance with this Agreement.

7.  Third-Party Platforms. Customer may choose to use the Services with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Dolby and its Affiliates does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Customer Data. If Customer enables a Third-Party Platform with the Services, Dolby and its Affiliates may access and exchange Customer Data with the Third-Party Platform on Customer’s behalf.

8.  Technical Services. Any purchased Technical Services are as described in the relevant Order Form. Customer will give Dolby timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, Dolby’s obligation to provide Technical Services will be excused until access is provided. Dolby will use Customer Materials only for purposes of providing Technical Services. Any Technical Services deliverables relate to the configuration or use of the Services. Customer may use Technical Services deliverables only as part of its authorized use of the Services, subject to the same terms as for the Services in Section 2 (The Services) and Section 5 (Customer Obligations).

9.  Commercial Terms.

9.1. Subscription Term. Unless stated different in an Order Form, each Subscription Term will renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

9.2. Fees and Taxes. Fees, including, without limitation usage fees, flat fees, subscription fees, and/or impression fees, as applicable, are as described in each Order Form. Fees are invoiced on the schedule in the Order Form and reimbursable expenses are invoiced in arrears. Unless the Order Form provides otherwise, all fees and expenses are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Dolby’s then-current rates, regardless of any discounted pricing in a prior Order Form. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. The parties agree that all costs, expenses, charges, and fees are subject to an increase determined by the greater of the Consumer Price Index as reported in the past 12 months or 5%. All fees and expenses are non-refundable except as set out in Section 10.2 (Warranty Remedy) and Section 19.1 (Modifications to Agreement). Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Order Forms, whether domestic or foreign (“Taxes”), other than Dolby’s income tax. Fees and expenses are exclusive of Taxes. If applicable, charges will be charged to Customer’s on-file method of payment.

9.3.  Affiliate Order Forms.  An Affiliate of Customer may enter its own Order Form(s) as mutually agreed with Dolby. This creates a separate agreement between the Affiliate and Dolby incorporating this Agreement with the Affiliate treated as “Customer.” Customer will be liable for all breaches of Affiliates.

10.   Warranties and Disclaimers.

10.1. Limited Warranty. Dolby warrants to Customer that:

(a) the Services will perform materially as described in the Documentation and Dolby will not materially decrease the overall functionality of the Services during a Subscription Term (the “Performance Warranty”), and
(b) Dolby will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”).

10.2. Warranty Remedy. If Dolby breaches Section 10.1 (Limited Warranty) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue with respect to the Services or of receipt of the applicable Technical Services, then Dolby will use commercially reasonable efforts to correct the non-conformity. If Dolby cannot do so within 30 days of Customer’s warranty claim, either party may terminate the affected Order Form as relates to the non-conforming Services or Technical Services. Dolby will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Dolby’s entire liability for breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party systems or (c) Trials and Betas or other free or evaluation use.

10.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1 (LIMITED WARRANTY), THE SERVICES, SUPPORT, TECHNICAL SERVICES AND ALL RELATED DOLBY SERVICES ARE PROVIDED “AS IS”. DOLBY AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUFFICIENCY, TITLE OR NONINFRINGEMENT. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS IN SECTION 3 (SUPPORT), DOLBY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DOLBY WILL REVIEW CUSTOMER DATA FOR ACCURACY OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. DOLBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY STANDARDS AND CODECS. CUSTOMER ACKNOWLEDGES THAT DOLBY IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE DOLBY’S CONTROL. CUSTOMER FURTHER ACKNOWLEDGES THAT DOLBY IS NOT A PARTY TO ANY TRANSACTION BETWEEN CUSTOMER AND ITS CUSTOMERS AND DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO SUCH TRANSACTIONS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

11.   Term and Termination.

11.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Order Form(s) (the “Term”).

11.2. Termination. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order Form, Customer’s access to the Services, Support and Technical Services will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 4.5). Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

11.4. Survival. These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 5 (Customer Obligations), 9.2 (Fees and Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 4.2 (Usage Data),  13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 21 (General Terms) and 23 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

12.   Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Dolby’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Dolby. Except for Customer’s explicit use rights in this Agreement, Dolby and its licensors retain all intellectual property and other rights in the Services, any Technical Services deliverables and related Dolby technology, templates, formats, dashboards, standards, and codecs, including any modifications or improvements to these items made by Dolby. Except as expressly set forth in Section 2.1, Dolby does not grant to Customer any license, either directly or by implication, estoppel, or otherwise. If Customer provides Dolby with feedback or suggestions regarding the Services or other Dolby offerings, Dolby may use the feedback or suggestions without restriction or obligation.

13.   Limitations of Liability.

13.1. Consequential Damages Waiver. Dolby will not have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2. Liability Cap. Dolby’s (and its suppliers’) entire liability arising out of or related to this Agreement (including any indemnification by Dolby under Section 14) will not exceed in aggregate the amounts paid or payable by Customer to Dolby during the prior 12 months under this Agreement.

13.3. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14.    Indemnification.

14.1. Indemnification by Dolby. Dolby will defend Customer from and against any third-party claim to the extent alleging that the Services, when used by Customer as authorized in this Agreement, infringes a third party’s U.S. copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Dolby resulting from the claim.

14.2. Indemnification by Customer. Customer will defend Dolby from and against any third-party claim to the extent resulting from Customer Data, Customer Materials or Customer’s breach or alleged breach of Section 5 (Customer Obligations) or disputes with End Users, and will indemnify and hold harmless Dolby against any damages or costs awarded against Dolby (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.

14.3. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim, and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Dolby is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

14.4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as Dolby determines necessary to avoid material liability, Dolby may at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Service’s overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Dolby’s obligations in this Section 14 do not apply (1) to infringement resulting from Customer’s modification of the Services or use of the Services in combination with items not provided by Dolby (including Third-Party Platforms), (2) to unauthorized use of the Services, (3) if Customer settles or makes any admissions about a claim without Dolby’s prior consent or (4) to Trials and Betas or other free or evaluation use. This Section 14 sets out Customer’s exclusive remedy and Dolby’s entire liability regarding infringement of third-party intellectual property rights.

15.   Confidentiality.

15.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Dolby’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.

15.2. Obligations. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Customer Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Dolby, the subcontractors referenced in Section21.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.

15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information.

15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

16.   Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

17.   Trials and Betas. If Customer receives access to the Services or Services features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Dolby (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Dolby may never release, and their features and performance information are Dolby’s Confidential Information. Notwithstanding anything else in this Agreement, Dolby provides no warranty, indemnity, SLA or support for Trials and Betas and its liability for Trials and Betas will not exceed US$100.

18.   Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Dolby may include Customer and its trademarks in Dolby’s customer lists and promotional materials but will cease further use at Customer’s written request. Customer may request to use the phrase “Powered by Dolby™” together with the Dolby brand materials (the “Dolby Marks”), to describe Customer’s products and services that integrate with and rely on the Services. Customer’s use of the Dolby Marks must be compliant with the Trademark Usage Guidelines. Dolby reserves the right to revoke or limit the foregoing authorization in its sole discretion by written notice to Customer, and Customer may not use any other trademarks or service marks of Dolby without Dolby’s prior written consent. Customer agrees that it will not use or register any trademarks, service marks, or domain names that are confusingly similar to any Dolby Marks, and that all goodwill associated with the Dolby Marks will inure to the sole benefit of Dolby. Upon termination or earlier revocation of this authorization by Dolby, Customer will promptly cease all use of the Dolby Marks.

19.   Modifications.

19.1. Modifications to Agreement. Dolby may modify this Agreement from time to time with notice to Customer. any modifications to this Agreement shall take effect thirty (30) days after Dolby’s notice to Customer.

19.2. Modifications to Policies. Policies are not subject to Section 19.1 (Modifications to Agreement). Dolby may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Dolby’s overall obligations during a Subscription Term.

19.3. Modifications to Service. Dolby may discontinue or modify the features and functionality of the Services (including any API) from time-to-time. Dolby will use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of discontinuance of any material functionality of the Services.

20.   Intellectual Property Rights Protection

20.1. Respect of Third Party Rights. Dolby respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.

20.2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:
Dolby Laboratories, Inc.
Attn: Legal Department, Copyright Agent
1275 Market Street
San Francisco, CA  94103
Phone: 4155580200
Email: copyright@dolby.com

20.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Services have been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Services;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Dolby with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Dolby making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

20.4. Repeat Infringers. Dolby’s policy is to: (a) remove or disable access to material that Dolby believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Services by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Dolby will terminate the accounts of users that are determined by Dolby to be repeat infringers. Dolby reserves the right, however, to suspend or terminate accounts of users in our sole discretion.   

20.5. Counter Notification. If you receive a notification from Dolby that material made available by you on or through the Services have been the subject of a Notification of Claimed Infringement, then you will have the right to provide Dolby with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Dolby’s Designated Agent through one of the methods identified in Section 20.2 (DMCA Notification), and include substantially the following information:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Dolby may be found, and that you will accept service of process from the person who provided notification under Section 20.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

20.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Dolby in response to a Notification of Claimed Infringement, then Dolby will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Dolby will replace the removed Customer Data or cease disabling access to it in 10 business days, and Dolby will replace the removed Customer Data and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Dolby’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Dolby’s system or network.

20.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Dolby] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Dolby reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

21.   General Terms.

21.1. Assignment. Customer may not assign this Agreement without the prior consent of Dolby. Dolby may freely assign this Agreement. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

21.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. For any dispute related to this Agreement that is, for any reason, excluded from arbitration under Section 21.3, the jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.

21.3. Arbitration. Any dispute, controversy or claim arising out of this Agreement shall be determined and settled by arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association (“AAA“).  The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in any court of competent jurisdiction.  Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.

21.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

21.5. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. If to Dolby, notice must be provided to Dolby Laboratories, Inc., 1275 Market Street, San Francisco, CA 94103, Attn: Legal Counsel. If to Customer, Dolby may provide notice to the address Customer provided at registration. Either party may update its address with notice to the other party. Dolby may also send operational notices to Customer by email or through the Services.

21.6. Entire Agreement. This Agreement (which includes all Order Forms and the Policies, which are incorporated by reference) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

21.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

21.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

21.9. Subcontractors. Dolby may use subcontractors and permit them to exercise Dolby’s rights, but Dolby remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

21.10.  Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.

21.11. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

21.12. Regulatory and Legal Compliance. The parties acknowledge that there may be countries or locations within which Dolby may be restricted from providing the Services due to Laws, decisions, rules or orders (“Restrictions”). Dolby may in its sole discretion and at any time, suspend, discontinue, limit, or modify the Services or impose additional requirements on the provision of the Services, as may be reasonably required to comply with any such Restrictions. In no event will Dolby be required to provide the Services in countries or locations, or in a manner that would be in violation of the Restrictions and its failure to provide the Services due to the Restrictions will not be deemed to be a breach of its obligations under this Agreement.

21.13. Open Source. The APIs may incorporate third-party open source software (“OSS”), as listed in the Documentation or by Dolby upon request. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

21.14.  Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services was developed fully at private expense. All other use is prohibited.

22.    Product-Specific Terms.

22.1. License to THEOplayer Software. The THEOplayer software (the “Software”) is a universal video player solution for delivering cross-platform content.  During the Subscription Term, and subject to Customer’s payment of all applicable fees and compliance with this Agreement, to the extent applicable, Dolby grants to Customer, and Customer accepts from Dolby, a non-exclusive, non-transferable, license to reproduce and distribute the Software solely to the extent necessary for Customer to integrate the Software as audio and video player on its website, in its audio or its video platform, or any other similar internet-based environment offered to Customer’s direct End Users.  The foregoing license is expressly limited to (a) the list of Authorized Domains as set forth in the applicable Order Form, and (ii) the platforms and SDKs as mentioned in the applicable Order Form.

22.2. THEOads.  THEOads is an ad insertion service offering that can be combined with Dolby video player offerings (the “THEOads Services”).

a)      Other Dolby Services. Use of the THEOads Services requires that Customer have a subscription to one of certain other Services offered by Dolby. Notwithstanding the foregoing, any failure to renew a subscription for such other Services or any suspension or termination of such Services due to Customer’s material breach of this Agreement will not relieve Customer of its obligations to pay for the THEOads Services.
b)      Customer Ad Server. Customer acknowledges and agrees that Customer’s use of the THEOads Services may require Customer to have set up a relationship with a third-party ad server (“Third-Party Ad Server”) with one of Dolby’s approved third party ad servers (each, an “Ad Provider”). As between Dolby and Customer, Customer is solely responsible for the compliance with any agreements with the Ad Provider, including the payment of all fees for the Third-Party Ad Server. Customer shall obtain all rights necessary for Dolby to use and access the Third-Party Ad Server, including any content made available through the Third Party Ad Server, in order to provide the THEOads Services. Customer grants Dolby all licenses and rights as necessary to provide the THEOads Services. Before enabling Customer’s use of the THEOads Services with the Third-Party Ad Server, Dolby may require evidence that Customer has obtained such rights.  The provision of the Third-Party Ad Server shall not constitute “THEOads Services” provided by Dolby. DOLBY MAKES NO WARRANTIES REGARDING THE USE OF THE THIRD-PARTY AD SERVER WITH THE THEOADS SERVICES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE USE THEREOF.

23.    Definitions.

“Account Country” is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located.

“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“APIs” means any Dolby application programming interfaces, scripts or sample code provided to Customer by Dolby for use with the Services.

“AUP” means the Dolby Acceptable Use Policy located at https://optiview.dolby.com/policies/acceptable-use-policy/, as may be updated by Dolby from time to time.

“Authorized Domain” means any Customer-owned Domain as agreed upon by the parties pursuant to an Order Form, for which the Software can be used in accordance with this Agreement.

“Authorized User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf.

“Customer Data” means any data, content or materials (including, without limitation videos, audio clips, photographs, graphics, images, media assets, and other content materials, and data) that Customer (including its Users and End Users) submits to the Services or that is collected from End Users by the service, including from Third-Party Platforms.

“Customer Materials” means materials, systems and other resources that Customer provides to Dolby in connection with Technical Services.

“DPA” means the Dolby Data Processing Addendum, the current version of which is at https://optiview.dolby.com/policies/data-processing-addendum/. 

“Dolby” means the party identified in the table below, based on your Account Country. If you change your Account Country to one that is identified with a different Dolby Contracting Party, you agree that the Dolby Contracting Party identified with your new Account Country is your Dolby Contracting Party, without any further action required by either party.  

Account Country	Dolby Contracting Party	Mailing Address
The Americas (North, Central, South, and Latin)	Dolby Laboratories, Inc.	1275 Market Street San Francisco, CA 94103-1410 USA
Any country outside of the Americas	Dolby International AB	77 Sir John Rogerson’s Quay, Block C Grand Canal Docklands Dublin (IE) D02 VK60 Ireland

“Documentation” means Dolby’s usage guidelines and standard technical documentation for the applicable Services, if any.

“Domain” means a unique name that identifies an internet source such as, for example, a website, as well as all the subdomains that are a part of this domain.

“End Users” means individuals that use, interact with, view, or otherwise consume the Services in connection with obtaining a product or service from Customer (e.g., end users of Customer’s mobile applications).

“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Impression” means playing a given video or audio source without exchanging such video or audio source with another video or audio source.  For the avoidance of doubt, pausing and playing, or seeking in the same video or audio source is considered as the same Impression.

“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

“Order Form” means an order form for access to the Services, Support, Technical Services or related Dolby services referencing this Agreement that is executed by the parties or that Customer completes through a Dolby-provided online order flow.

“Policies” means the AUP, Privacy Policy, AND all restrictions described in the Documentation.

“Privacy Policy” means the Privacy Policy at https://www.dolby.com/about/legal/privacy/privacy-policy/, as may be updated by Dolby from time to time.

“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (c) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (d) social security numbers, driver’s license numbers or other government ID numbers or (e) any data similar to the above protected under foreign or domestic Laws.

“Services” means Dolby’s proprietary services made available by Dolby or Dolby’s Affiliates, as identified and ordered in the relevant Order Form and as modified from time to time. The Services includes the APIs, Software, and Documentation but does not include Technical Services deliverables or Third-Party Platforms.

“Software” means Dolby’s proprietary downloadable software (in object code and source code form, except that for the purpose of any Software licenses granted to the Customer, “Software” shall mean the Software in object code form only) as may be licensed to the Customer as specified in an Order Form, including any Updates and Upgrades.

“Subscription Term” means the term for Customer’s use of the Service as identified in an Order Form.

“Support” means support for the Services. Customer’s Support level will be identified in its Order Form.

“Technical Services” means any training, enablement, integration or other technical services provided by Dolby related to the Services, as identified in an Order Form.

“Third-Party Platform” means any platform, add-on, service or product not provided by Dolby that Customer elects to integrate or enable for use with the Services.

“Trademark Usage Guidelines” means Dolby’s trademark usage guidelines, which Dolby will provide to Customer, as may be updated by Dolby from time to time.

“Updates” means all updates, modifications, and releases of new versions of the Services containing improvements, corrections, minor modifications, maintenance releases, bug fixes, patches, or the like that have been publicly announced by the Dolby on its website or that are otherwise provided or made available to Customer at Dolby’s discretion.

“Upgrades” means all modifications, new features, enhancements, releases of new or customized versions of the Services and similar developments of it which have not been announced already as Updates by Dolby on its website and/or are specifically designed for or requested by Customer. Such Upgrades are not within the scope of the Agreement, are to be separately agreed between the parties and are subject to additional agreed charges.

“Usage Data” means data, algorithms, processes, and analytic models derived from the Customer’s use of the Services, including aggregate, anonymous data elements derived from Customer Data, as well as any conclusions, reports, or other data resulting from analysis of such data (e.g., service level data, Customer usage patterns, machine learning models, etc.)

“User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.

Last Updated: April 11, 2025

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