DOOHLABS SOFTWARE END USER LICENSE AGREEMENT (EULA) AND WARRANTY STATEMENT NOTICE: EXCEPT FOR THE LICENSE RIGHTS GRANTED HEREIN, NO INTELLECTUAL PROPERTY RIGHTS ARE TRANSFERRED.

PLEASE CONTACT Doohlabs AT info@Doohlabs.com WITH ANY QUESTIONS. IMPORTANT: Please read before installation, download or use of the Doohlabs software/application/service (“Doohlabs Software”) that you are attempting to download or that otherwise accompanies or is provided with this End Use License Agreement (EULA) and Warranty Statement ("Agreement").

The Doohlabs Software may be software embedded on hardware or provided with that hardware, or software provided on a stand-alone basis. Any software provided on or with hardware or provided on a stand-alone basis including any upgrades, patches, enhancements or fixes thereto, shall be deemed Doohlabs Software. By actively agreeing to be bound by this Agreement, downloading, installing or in any way using the Software, the entity or company that you represent (”Licensee”) is unconditionally consenting to be bound by and is becoming a party to this Agreement with Doohlabs Ltd, co. reg. no. FI23539391, including all its Affiliates, with address Metsäneidonkuja 6, 02130 Espoo, Finland (”Licensor”).

Licensee represents and warrants that it has the legal power and authority to enter into this Agreement. If Licensee does not unconditionally agree to all terms of this Agreement (license terms), download, installation or use of the Doohlabs Software is strictly prohibited.

This Agreement constitutes the Agreement between Licensor and Licensee with respect to license of the Doohlabs Software (“Software License”). The Agreement forms a legally binding contract between you as Licensee and Licensor in relation to your use of the Doohlabs Software and the Software License. The date of execution of the Agreement is called “Activation Date”.

This Agreement may not be modified or waived, except by mutual signed writing, and, if this Agreement is deemed an offer, acceptance is expressly limited to these terms. If there is a mutually signed agreement (not including and purchase order or similar document) expressly covering the Software License by Licensor to Licensee then the express terms of that agreement will govern to the extent such agreement does not conflict with the terms and conditions of this Agreement.

1. SOFTWARE LICENSE; GRANT

1. Subject to the terms of this Agreement and provided Licensee has paid the applicable fees (if any), Licensor hereby grants Licensee a limited, worldwide, personal, non-sub licensable, non-assignable, non-transferable, non-exclusive license to download, access or use the Doohlabs Software solely for Licensee's internal use of Hardware (defined below) in accordance with the documentation that accompanies it and any other use restrictions applicable for relevant Hardware (as defined below). Licensor reserves the right to from time to time make changes and updates to the functionality of the Doohlabs Software.
2. Licensee may use each licensed copy of the Doohlabs Software only as embedded in or for the installation and operation of a specific media player or screen supported by the Doohlabs Software.
3. Unless explicitly undertaken by Licensor while providing the Doohlabs Software, Licensor is not responsible for Licensee’s installation on Licensee’s IT-environment and use of the Doohlabs Software.
   
   Licensee is responsible for all activities that occur during Licensee’s use of the Doohlabs Software. All data, content or resources which Licensor or any 3rd party may access through such IT-environment or any 3rd party applications are the sole responsibility of the person from which they originated and that the Licensor and its licensors are not liable for any loss or damage that Licensee or any such 3rd party may experience as a result of the use or access of any of those 3rd party applications, data, content, or resources. Licensee agrees to immediately notify Licensor of any unauthorized use of the Doohlabs Software or any other known or suspected breach of security.
4. Access to and use of the Doohlabs Software requires appropriate connections to the Internet. Licensee is solely responsible, at Licensee’s expense, for acquiring, installing, maintaining, and updating all hardware, computer software, and communications capability necessary for use of the Doohlabs Software.
5. Licensee shall pay fees (if any) for the Doohlabs Software as specified in applicable purchase order. If it is revealed that Licensee has used the Doohlabs Software beyond the scope of the Agreement, or has failed to pay any associated fee (if any), Licensee shall remedy such breach within 30 days of written notice from Licensor by paying all applicable fees (if any) in accordance with Licensor’ then current price lists. Licensor’s acceptance of any payment shall be without prejudice to any other rights or remedies it may have under this Agreement or applicable law.
6. Licensee is responsible for all taxes arising out of Licensee’s use of and all deliverables under the Doohlabs Software.

2. LICENSE RESTRICTIONS

1. Licensee is only permitted to use the Doohlabs Software unchanged ‘as supplied by Licensor’s and as from time to time expressly granted by Licensor. Except as permitted by this Agreement, Licensee shall not, nor authorize anyone else to, directly or indirectly:
   (a) copy, modify, adapt, or distribute the Doohlabs Software;
   (b) alter, reverse engineer, disassemble, decompile or attempt to discover the source code or structure, sequence and organization of the Doohlabs Software (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited);
   (c) rent, lease, or use the Doohlabs Software for timesharing or service bureau purposes for third parties, or otherwise use the Doohlabs Software on behalf of any third party; or
   (d) publish or disclose any information or results relating to performance, performance comparisons or other "benchmarking" activities.
2. Except as permitted by Licensor, Licensee shall neither use nor permit others to use or access the Doohlabs Software to,
   (a) build a competitive product or service,
   (b) make or have made a product using similar ideas, features, functions or graphics of the Doohlabs Software,
   (c) make derivative works of the Doohlabs Software or any parts thereof, or
   (d) copy any features, functions or graphics of the Doohlabs Software or supplied documentation.
3. Notwithstanding anything to the contrary herein, Licensee may utilize the Doohlabs Software pursuant to a leasing arrangement whereby Licensee leases the Doohlabs Software from a third party. Licensee acknowledges and agrees that the Doohlabs Software (including its design and structure) ("Confidential Information"), constitutes trade secrets of Licensor or its licensors. Licensee shall hold in confidence and not disclose or provide such trade secrets in any form to any third party without Licensor's prior written consent. Licensee shall maintain and not remove or obscure any proprietary notices. As between the parties, title of and all ownership rights in the intellectual property rights in and to the Doohlabs Software, and any copies or portions thereof, shall always remain in Licensor and its suppliers or licensors and their successors. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.
4. The Doohlabs Software is protected by the copyright laws and international copyright treaties.
5. This Agreement does not give Licensee any rights not expressly granted herein.
6. Any action of Licensee in contravention of this Clause 2 may result in the termination of this Agreement, including the license grant for the Doohlabs Software, as described in Term and Termination below.

3. SUPPORT AND UPGRADES

1. This Agreement does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Doohlabs Software ("Support"). The Licensee must make separate arrangements for Support and pay any fees associated with such Support.
2. This Agreement does entitle Licensee to upgrades, patches, enhancements or fixes provided for the Doohlabs Software that may be made available free of charge by Licensor (“Updates and Upgrades”) which shall become part of the Doohlabs Software and subject to this Agreement.
   

4. LIMITED WARRANTY

1. Licensor and its licensors provides the Doohlabs Software on an “AS IS” and “AS AVAILABLE” basis and without warranty of any kind, and hereby disclaims all express or implied warranties, including, without limitations, all express or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability and non-infringement, and that your ability to use the Doohlabs Software will be uninterrupted or error-free.
2. Licensee’s use of the Doohlabs Software and any material downloaded or otherwise obtained through the use of the Doohlabs Software is at Licensee’s own discretion and risk and Licensee is solely responsible for any damage to Licensee’s computer system and IT-environment or other devices or loss of data from such use.
3. This disclaimer of warranty constitutes an essential part of this Agreement. Some countries in the World do not allow limitations on how long an implied warranty lasts so the foregoing limitations may not apply to Licensee. The Doohlabs Software is not designed for use in any device or system in which a malfunction of the product would result in foreseeable risk of injury or death to any person. This includes operation of nuclear facilities, life-support systems, aircraft navigation or emergency communications systems and air traffic control.
4. Except for bodily injury, Licensee’s sole and exclusive remedy for any material defect of the Doohlabs Software shall be to repair or replacement of the defective part of the Doohlabs Software, or (at Licensor’s option or if repair or replacement is impractical) refund of fees received by Licensor for defective Doohlabs Software, or part thereof, for which full documentation and proof of defect is provided to Licensor within 90 days of Activation Date. Such refund shall be paid to the Licensee making the claim.

5. LIMITATION OF LIABILITY

1. Under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability or otherwise, shall Licensor or its suppliers be liable to Licensee or any other person for any indirect, special, incidental or consequential damages of any character, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, computer or computer network failures or malfunctions, or damages resulting from Licensee’s use of the Doohlabs Software.
2. Licensor’s or its licensors’ liability for damages of any kind arising out of this Agreement shall be limited to the fee paid by licensee hereunder. The foregoing shall apply even if the Licensor has been informed of the possibility of such damages.

6. INDEMNIFICATION

1. To the maximum extent permitted by law, the Licensee agrees to defend, indemnify and hold harmless the Licensor, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from
   (a) Licensee’s use of the Doohlabs Software, and
   (b) any non-compliance by Licensee with the Agreement.

7. TERM AND TERMINATION

1. This agreement will apply from Activation date and shall continue until terminated as set forth below.
2. This Agreement shall terminate if Licensee violates or fails to comply with any provision of this Agreement and fails to cure such breach within 30 days of receipt of notice of breach from Licensor. Any termination of this Agreement due to Licensee’s uncured breach shall also terminate the licenses granted hereunder. Upon termination of this Agreement due to a termination an uncured breach by Licensee, Licensee shall no longer use the Doohlabs Software, shall destroy and remove from all computers, hard drives, networks and other storage media all copies of the Doohlabs Software, and shall certify to Licensor that such actions have occurred.
3. All terms and provisions of this Agreement, including all exhibits, addenda and amendments hereto, which by their nature are intended to survive any termination or expiration, shall therefore survive.

8. EXPORT CONTROLS

1. Licensee shall comply with all export laws and restrictions and regulations and Licensee shall not export, or allow the export or re-export of, the Doohlabs Software in violation of any such restrictions, laws or regulations. Licensee is responsible for obtaining all licenses required to export, re-export, transfer or import the Doohlabs Software.

9. DATA PROTECTION DATA PRIVACY

1. By placing an Order, Customer agrees and understands that Doohlabs may store, process, and use data collected from Customer’s Order form or phone/fax/email Order for the purposes of processing the Order. Doohlabs may also share such data globally within the Doohlabs group of companies. Doohlabs shall protect Customer’s information in accordance with the Doohlabs Privacy Policy (available online).
2. To the extent that Doohlabs’s Software or cloud services, operated for or supplied to Customer, will store and process Customer’s Personal Data, Doohlabs shall treat such Personal Data in accordance with the terms and conditions set forth in Data Processing Agreement (DPA) (https://www.doohlabs.com/data-processing-agreement) and Data Security Standards (DSS) (https://www.doohlabs.com/data-security-standards). 
“Applicable Data protection Law” means the following data protection law(s):
   (a) Where Subscriber is established in an European Economic Area (EEA) member state or where Subscriber or User access the Service from an EEA member state the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)” and any applicable national laws made under it; and
   (b) any other applicable country specific laws. “Data Processing Agreement” or “DPA” means Doohlabs’s Data processing Agreement, required to be accepted by Customer pursuant to Applicable Data protection Law. “Data Security Standards” or “DSS” means Doohlabs’s data security standard as applied from time to time. “Personal Data” means any information relating to an identified or identifiable natural person (data subject) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

10. GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE

1. This Agreement and the rights and obligations of the parties pursuant thereto will be governed by the laws of Finland, without regard to conflicts of law principles. The provisions of the United Nations Convention on Agreements for the International Sale of Goods will not apply.
2. Any dispute between the parties relating to this Agreement, the Doohlabs Software and the rights and obligations of the parties pursuant thereto shall be finally resolved in any court of competent jurisdiction in Helsinki, Finland. Notwithstanding the above, either party may seek equitable relief to protect its confidential information or intellectual property at anytime and anywhere in the World. The party prevailing in any dispute under this Agreement shall be entitled to be compensated for its costs and legal fees.
   

11. MISCELLANEOUS

1. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
2. The failure of Licensor to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Licensor’s rights with respect to such breach or any subsequent breaches.
3. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Licensor’s consent, and any action or conduct in violation of the foregoing shall be void and without effect.
4. In obtaining the Doohlabs Software, Licensee acknowledges that it has not relied and will not rely on the availability of any other or future Licensor software or products.
5. Licensor expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

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