Seeding Phase Participant Agreement
This Seeding Phase Participant Agreement (“Agreement”) is a legal document between you (“you” or “Participant”) and Dolby Laboratories, Inc. (“Dolby”) that governs your participation in Dolby’s seeding phase program (the “Program”) in connection with its new “Dolby 234” iOS app (the “Product”). It is important that you are comfortable with these terms. While it may not be exciting reading, you should read the entire Agreement before you accept it. IF YOU DO NOT UNDERSTAND OR AGREE WITH ANY PART OF THE AGREEMENT, DO NOT ACCESS OR USE THE PRODUCT OR CLICK “I AGREE”.
IF YOU ARE UNDER THE AGE OF EIGHTEEN YEARS OLD (OR SUCH OTHER AGE OF MAJORITY IN YOUR STATE), THEN YOU MUST MAKE YOUR PARENT OR GUARDIAN AWARE THAT YOU ARE USING THE SERVICE. YOUR USE OF THE PRODUCT IS THE RESPONSIBILITY OF YOUR PARENT OR GUARDIAN AND MAY AFFECT THEIR LEGAL RIGHTS AND OBLIGATIONS.
BY CLICKING “I AGREE” BELOW, YOU ARE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS:
- End User License Agreement. The End User License Agreement (“EULA”) along with this Agreement govern your use of the Product. By downloading, installing, or otherwise accessing or using the Product, you agree that you have read, understood, and agree to be bound by the EULA. If you do not agree, you may not use the Product.
- Seeding Phase Materials. The Product, along with all documentation related to the Program that is provided to you by Dolby, including, but not limited to, any specifications or other technical information (the “Program Documentation”), and all updates or revisions to any of the foregoing, shall be referred to as the “Seeding Phase Materials”. The parties hereto agree that Participant shall be a tester for those Seeding Phase Materials.
- Confidentiality. Participant acknowledges that the Seeding Phase Materials and the terms of this Agreement are confidential to Dolby. Participant shall not disclose the existence of the Seeding Phase Materials, their performance or the existence of this Agreement to any third party without Dolby’s prior approval. Participant may publish User Content (as defined below) on social media outlets but are prohibited from referencing Dolby, including hashtags which reference Dolby. Participant shall not publish any other information about the Seeding Phase Materials or its participation in the Program (including any social media outlets). Participant agrees to refrain from leaving the Seeding Phase Materials out and visible when not in use (this includes leaving out for roommates, guests, house cleaners, etc.). Please be vigilant.
- Participant’s Obligations.
- Participant agrees to familiarize itself with the Seeding Phase Materials information provided by Dolby and to only use or test the Seeding Phase Materials as directed by Dolby. Participant will notify Dolby using the communication methods designated by Dolby of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Seeding Phase Materials known to or discovered by Participant. In addition, Participant agrees to provide Dolby with such reports via the methods designated by Dolby and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents submitted to Participant by Dolby.
- Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Seeding Phase Materials (“Supportive Information”) will be the property of Dolby. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Dolby and agrees to assist Dolby, at Dolby’s expense, in perfecting and enforcing such rights. Dolby may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
- User Content.
- As part of your participation in the Program, you may be able to record and/or process your own audio and video content with the Product ("User Content"). You understand that you are solely responsible for any content you record and/or process and you assume all risks associated with your User Content. We cannot guarantee that your User Content will not be misused by other users. If you have information you want to keep confidential and/or do not want others to use, do not record and/or process it to the Product. We will not be liable for any User Content, including, any errors or omissions, or any loss or damage incurred as the result of the use of any User Content in any manner. We are not responsible for any third party’s use or misappropriation of any User Content.
- By recording and/or processing User Content with the Product, you hereby grant (or warrant that the owner of such rights has expressly granted) us a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, host, store, reproduce, adapt, translate, edit, and modify such User Content solely for the purpose of providing services to you or for improving our products and services. You represent and warrant that the User Content you submit does not violate the privacy or publicity rights, contract rights, intellectual property rights or any other rights of any person.
- You understand that we may preserve User Content and may disclose User Content if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce this Agreement, respond to claims that any User Content violates the rights of third-parties, or protect the rights, property or personal safety of us, our users and the public. You understand that the technical processing and transmission of the Product, including your User Content, may require transmitting over different networks and changes to conform to technical requirements of connecting devices or networks.
- We may suspend or terminate your use of the Seeding Phase Materials if we suspect your use violates the rights of any third party. We may, but are not responsible to, monitor the Product for inappropriate User Content or conduct. We reserve the right to remove any User Content that violates this Agreement or is otherwise objectionable, in our sole discretion.
- Disclaimer of Warranty. ALL SEEDING PHASE MATERIALS ARE PROVIDED “AS-IS” AND DOLBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE OR NON-INFRINGEMENT.
- Term and Termination.
- The term of this Agreement shall begin on the date you accept this Agreement and shall continue until he completion of the seeding phase as determined by Dolby in its sole discretion or terminated earlier as set forth below (the “Term”).
- This Agreement may be terminated at any time for any reason by either party giving 3 days’ prior written notice to the other party.
- Participant agrees to delete all copies of the Seeding Phase Materials from Participant’s device(s) within 3 days of the expiration or termination of this Agreement. Sections 4(b),5, 6, 7(c), 8, 9, 10, and 11, and any other provisions that would normally survive, shall survive the termination of this Agreement.
- Indemnification. Participant will indemnify, defend and hold Dolby, its affiliates, and their respective partners, officers, directors, employees and agents, harmless from and against (with Participant paying all damages, losses, settlements, costs and expenses including without limitation court costs and lawyer fees) any and all assertions, claims, suits, proceedings, and demands arising out of, in connection with, or relating to: (a) any claims in which it is alleged that any User Content you upload to the Product (i) has violated any law or regulation, and/or (ii) has violated any privacy, publicity or other personal right of any individual; or (b) any violation or breach by Participant of this Agreement.
- Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
- Governing Law. This Agreement shall be governed by the laws of the State California, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the San Francisco, California (USA) shall have exclusive jurisdiction to hear any dispute under this Agreement.
- Entire Agreement. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.
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