This document (“EULA”) is a legal agreement between you, the person or entity who accepts the terms of this EULA as described below, and DTS, Inc. (“DTS”) regarding the DTS Sound Unbound Application, which you download and wish to utilize, including any documentation provided with DTS Sound Unbound Application (together, the “Software”). If you are accepting these terms on behalf of a corporation or other entity, you represent and warrant that you have the authority to do so, and “you” in this EULA will refer to that entity. BY CLICKING ON THE “AGREE” BUTTON OR INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, CLICK ON THE “DISAGREE” BUTTON OR UNINSTALL THIS SOFTWARE.
The terms of this EULA are in addition to any other terms of sale or distribution from any third-party from which this Software was acquired (including, for example, the Microsoft’s terms at https://www.microsoft.com/en-us/store/b/terms-of-sale).
1. Grant of License. Subject to the limitations and conditions of this EULA, DTS hereby grants you a non-exclusive, non-transferable, non-sublicensable, personal license to install and use one copy of the Software on the local hard disk(s) or permanent storage media of one computer solely for your internal non-business purposes, personal use. You may make a reasonable number of backup copies of the Software in connection with disaster recovery processes, subject to the limitation of Section 3.
2. Reservation of Rights and Ownership. The Software is licensed, not sold, to you for your use under this EULA. All rights not expressly granted to you in this EULA are hereby reserved by DTS. This software is protected by copyright and other intellectual property laws and relevant treaties.
3. Limitations. You shall not (i) distribute, sublicense, rent, lease, transfer or use for external purposes the Software; (ii) reverse engineer, decompile, disassemble, or attempt to discover the source code of the Software; (iii) modify, translate or otherwise create derivative works from the Software; in each case except to the extent the foregoing restriction is prohibited by law; (iv) attempt to circumvent any copy protection provided with the Software, or (v) attempt to access any features or functionality that have been disabled in the Software. Further, you shall not make the Software available over a network, LAN or Internet where the Software could be used by one or more computers. This EULA does not grant you the right to use the Software on behalf of or for the benefit of third parties. The Software is licensed for installation and use only in the manner configured by the automated installation program included with the Software.
4. Third Party Materials. The Software may include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. You acknowledge that DTS is not responsible for the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, quality or any other aspect of such Third Party Materials. DTS does not make any representation or warranty regarding any Third Party Materials. The Software may contain Third Party Materials that are licensed under terms and conditions other than this EULA. Certain Third Party Materials (“Open Source Components”) included in the Software are covered by so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. You hereby acknowledge you have received the notices for such Open Source Components for the Software. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this EULA with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to Open Source Components require DTS to make an offer to provide source code or related information in connection with the Software, such offer is hereby made. Any request for source code or related information should be directed only to: legal2@dts.com.
5. Updates. This EULA applies to updates, revisions or new versions of the Software that DTS may provide or make available to you, unless DTS provides other terms and conditions instead of this EULA. DTS may update this EULA in connection with updates or revisions to the Software.
6. No Unlawful Use. You shall not use the Software for any unlawful purpose or in a way that will violate any law, including without limitation copyright or privacy laws.
7. Privacy. The Software may collect data from you and transmit that data to DTS. To the extent that this software collects personal data, the collection and usage of that data shall be governed by DTS’s privacy policy, located at https://dts.com/privacy-policy. If you use this Software you agree to the collection and use of such data by DTS.
8. Term; Termination. This EULA is effective until terminated by you or DTS. Your rights under this EULA will terminate automatically without notice from DTS if you fail to comply with any of its terms. You may terminate this EULA at any time by uninstalling the Software and destroying all copies of the Software in your possession. . Upon termination you must cease all use of the Software, uninstall all copies of the Software, and delete all installation files for the Software. The terms of Sections 7 (Privacy), 9 (Disclaimer), 10 (Limitation of Liability), 13 (Language), 14 (General) and (15) Dispute Resolution will survive any termination of this EULA.
9. DISCLAIMER. YOU ACKNOWLEDGE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”. DTS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. DTS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL DTS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THIS EULA, EVEN IF DTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS EULA IN EXCESS OF THE GREATER OF (1) THE AMOUNT YOU PAID FOR THE SOFTWARE, AND (2) FIFTY U.S. DOLLARS ($50.00). SOME STATES DO NOT ALLOW LIMITATIONS ON LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. Export Control. You may not use or otherwise export or re-export the Software except in compliance with United States laws and the laws of the jurisdiction in which the Software was obtained by you. Without limiting the foregoing, the Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. You hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
12. U.S. Government Restricted Rights. If you are an agency of the U.S. Government, you hereby acknowledge that the Software is subject to the provisions of FAR 12.211 – Technical Data, and FAR 12.212 – Computer Software, or to clauses providing DTS equivalent protection in DFARS or other agency specific regulations.
13. Language. While this EULA may be translated into different languages, the English version of this EULA shall control to the extent the laws permit.
14. General. This EULA is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. This EULA must not be assigned or transferred by you to any third party. The failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Any dispute between you and DTS arising out of or relating to this EULA will be subject to the exclusive venue and jurisdiction of the state and federal courts located in Los Angeles County, California. This EULA is the entire agreement between you and DTS and supersedes any prior agreements relating thereto. If any provision of this EULA is held invalid, the remainder of this EULA will continue in full force and effect and the invalid provision will be reformed and enforced to reflect the original intent of the parties.
15. Dispute Resolution
(a) Non-United States residents. If a dispute, controversy or difference arising in any way from this EULA or your use of the Software is not amicably settled, it shall be subject to the nonexclusive jurisdiction of the courts of the jurisdiction where you are a resident. Notwithstanding the foregoing, DTS may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You agree to first bring your dispute or controversy to the attention of DTS and in good faith first try to settle or resolve the dispute or controversy with DTS.
(b) United States residents. ALL DISPUTES, CLAIMS, OR CONTROVERSIES WITH DTS ARISING IN ANY WAY FROM THIS EULA, ASSOCIATED PRIVACY POLICY, OR YOUR USE OF THE SOFTWARE SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A COURT OR JURY. Any such dispute shall not be combined or consolidated with any other person’s or entity’s claim or dispute, and specifically, without limitation of the foregoing, shall not under any circumstances proceed as part of a class action. The arbitration shall be conducted before a single arbitrator, whose award may not exceed, in form or amount, the relief allowed by the applicable law. The arbitration shall be conducted according to the JAMS Streamlined Arbitration Rules applicable to consumer disputes. This arbitration provision is entered pursuant to the Federal Arbitration Act. The laws of the State of California, without reference to its choice of laws principles, shall govern the interpretation of the EULA and all disputes that are subject to this arbitration provision. The arbitrator shall decide all issues of interpretation and application of this arbitration provision and the EULA. For any arbitration in which your total damage claims, exclusive of attorney fees and expert witness fees, are $10,000.00 or less (“Small Claim”), the arbitrator may, if you prevail, award your reasonable attorney fees, expert witness fees and costs as part of any award, but may not grant DTS its attorney fees, expert witness fees or costs unless it is determined that the claim was brought in bad faith. In a Small Claim case, you shall be required to pay no more than half of the total administrative, facility and arbitrator fees, or $250.00 of such fees, whichever is less, and DTS shall pay the remainder of such fees after your payment of the fee. Administrative, facility and arbitrator fees for arbitrations in which your total damage claims, exclusive of attorney fees and expert witness fees, exceed $10,000.00 (“Large Claim”) shall be determined according to JAMS rules. In a Large Claim case, the arbitrator may grant to the prevailing party, or apportion among the parties, reasonable attorney fees, expert witness fees and costs. Judgment may be entered on the arbitrator’s award in any court of competent jurisdiction. This arbitration provision also applies to claims against DTS’s agents, employees, representatives and affiliates if any such claim arises from the licensing or use of the Software. You may opt out of this dispute resolution procedure by providing notice to DTS no later than 30 calendar days from the date of your purchase of the Software. To opt out, you must send notice by e-mail to legal2@dts.com, with the subject line: “DTS:X Windows App Arbitration Opt Out.” You must include in the opt-out e-mail: (a) your name, email and address and (b) the date on which you purchased the DTS:X Windows App.
