(Version ”3.0– January 2008”)
between
residing at
Neuer Hoeltigbaum 22 - 32 ,
22143 Hamburg
GERMANY
- Steinberg -
and
..........................................
residing at
...............................
...............................
...............................
- Licensee-
§ 1 Object of the
Agreement
1.
The
object of this agreement consists of the Steinberg VST PlugIn Software
Development Kit version 3.0, comprising of documentation, example
code, and several VST PlugIn examples. These are described hereinafter as the "Licensed
Software Developer Kit".
2. Steinberg
is the holder of all copyrights, rights of ownership, and other rights
concerning the Licensed Software Developer Kit.
3. The
Licensed Software Developer Kit contains information about
·
how to develop a VST PlugIn, and
·
how to extend an application so that it can host VST
PlugIns, that are developed under the VST PlugIn Specification, either by
Steinberg or any Third-Parties.
Currently the following
computer platforms are supported:
- Apple Macintosh
Computers under Mac OS10.x,
- Windows
95/98/2000/XP (32 and 64bit) and Windows Vista
§ 2 Granting of Rights
1. Steinberg
hereby grants to the Licensee a non-exclusive, worldwide, nontransferable
license during the term of this agreement to use the Licensed Software
Developer Kit solely:
(i)
for
the development of VST PlugIns and/or for the development of an application
that can host VST PlugIns,
(ii)
to
publish, sell or otherwise distribute a product under his own brand name that
is using parts or all of the Licensed Software Developer Kit.
2.
The Licensee has no permission to sell, licence,
give-away and/or distribute the Licensed Software Developer Kit or parts of it in any way, on any medium,
including the Internet, to any other person, including sub-licensors of the
Licensee or companies where the Licensee has any involvement. This includes re-working this
specification, or reverse-engineering any products based upon this
specification.
3.
The Licensee recognises the value of the goodwill
associated with the mark VST PlugIn Technology and acknowledges that such
goodwill exclusively belongs to the benefit of Steinberg and belongs to
Steinberg. The Licensee warrants that it will not use the mark VST PlugIn
Technology on promotional merchandise, with the exception of demo versions of
any of his product making use of this Licensed Software Developer Kit. The
Licensee warrants that it will not use the mark VST PlugIn Technology on, or in
connection with products obscene, pornographic, excessively violent or
otherwise in poor taste.
4.
If the
Licensee is developing a product, that is using parts or all of the Licensed
Software Developer Kit, and this product is not published under his own name
but will be published under the name of a third party,this third party has to
agree to be bound by Sections 2.1 to 2.3 and 3 of this VST PlugIns SDK
Licensing Agreement. The third party has to completely comply with these
provisions. If the third party is not in accordance with these conditions, the
third party is not allowed to distribute this product which is using parts or
all of the Licensed Software Developer Kit.
5.
If the
Licensee is planning to publish a product under his own name or under the name
of a third party, that is using parts or all of the Licensed Software Developer
Kit, the Licensee is under the obligation to inform Steinberg about it by
sending the signed ‘Steinberg VST PlugIns SDK Licensing Agreement’ to
Steinberg, either by mail, or by fax.
§ 3 Use Of Trademarks
If the Licensee is publishing a product under his own
name that is using parts or all of the Licensed Software Developer Kit, the Licensee shall be
under an obligation to refer to Steinberg’s copyrights and trademarks in the
following way:
a) Steinberg’s copyright notice should be included in
the documentation, regardless of the media used to supply the documentation.
Copyrights notice:”VST is a trademark and
software of Steinberg Media Technologies GmbH”
b) The VST Logo has to appear on packages and
promotional material.
The VST Logo
artwork and usage guidelines are part of the "Licensed Software Developer Kit" and are supplied by Steinberg in
digital format.
c) In the ‘about box’ of the product in one of the
following formats:
- VST PlugIn Technology by
Steinberg Media Technologies,
- VST PlugIn Interface
Technology by Steinberg Media Technologies GmbH.
§ 4 Fees and Royalties
This license is non-royalty bearing
and the Licensee shall not obligated to pay to Steinberg any fees or royalties
with respect to the VST PlugIn Interface technology.
§ 5 LIMITATION OF Liability
1.
Subject
to the provisions in the following sub-sections, Steinberg shall only be
liable, irrespective of the legal gounds, for damages caused by the intentional
or grossly negligent conduct of Steinberg, its legal representatives,
managerial employees or any other vicarious agents. In the case of damage
caused by the grossly negligent conduct of any other vicarious agents, the
liability shall be limited to those damages whichh must typically be expected
within the scope of an agreement such as the present one. Any further liability
other than as permitted under this agreement shall be excluded.
2.
Any
liability of Steinberg for damages arising form violation of life, body and
health, from the assumption of a guarantee or from a procurement risk as well
as Steinberg's liability for damages pursuant to the Product Liability Act
(Produkthaftungsgesetz) shall remain unaffected.
3.
To the
extent the liability of Steinberg is excluded pursuant to the subsections of
this provisions, this shall also apply to the benefit of Steinberg's employees
in the event the Licensee files any claims directly against them.
§ 6 Product
Warranty
1. Steinberg licences the VST PlugIn
Interface Technology on an "AS IS" basis.
Steinberg makes no
warranties, express or implied, including without limitation the implied
warranties of merchantability and fitness for a particular purpose, regarding
the VST PlugIn Interface technology or operation and use in combination with
the Licensee’s program. Neither the Licensee, its employees, agents, or
Distributors have any right to make any other representation, warranty or
promise with respect to the VST PlugIn Interface technology.
2. In no event shall Steinberg be liable for
incidental or consequential damages
arising from the
use, or distribution of the VST PlugIn-Interface technology by the Licensee,
whether theory of contract, product liability or otherwise.
All claims for
indemnification for losses by the Licensee itself or by third parties shall be
excluded.
3. Steinberg
may release improved versions of the Licensed Software Developer Kit but offers
no commitment whatsoever those releases will occur at anytime or for anybody.
§ 7 Infringement
1.
Steinberg
represents and warrants that, as of the date of this Agreement, it is not aware
of any claim or action alleging that VST, the VST PlugIn Interface Technology,
or the content of the Licensed Software Developer Kit infringes any third party
intellectual property right.
2.
Steinberg,
however, disclaims any obligation of defense or indemnify of the Licensee or
its customer with respect to any such claim or action, or otherwise arising out
of this agreement. Steinberg shall have no liability arising out of any such
actual or alleged intellectual property infringement.
3.
The
Licensee, however, shall promptly notify Steinberg, in writing, of each such
infringement claim of which the Licensee becomes aware. Steinberg may defend
the Licensee against such claims. In such case, the Licensee is obligated to
duly support Steinberg’s defense.
§ 8 RELATIONSHIP BETWEEN THE TWO PARTIES
Nothing stated in
this Agreement will be construed as creating the relationships of joint
ventures, partners, principal, agent or whatsoever. The Licensee shall not be
entitled to represent Steinberg or to make statements on its behalf.
§ 9 TERM OF THE AGREEMENT
1. The Agreement shall run for an unlimited
period.
2. If the Licensee is in breach of any material obligations set out in this agreement and does not cure such breach by Steinberg’s written demand within 14 days, Steinberg shall be entitled to terminate this agreement immediately in writing and inform the Licensee verbally about it. In such a case, this license and all the rights granted to the Licensee herein shall immediately cease.
3. The right to extraordinary
termination for good cause shall remain unaffected.
§ 10 Final provisions
1.
This
agreement and the interpretation thereof shall be exclusively subject to the
laws of the Federal Republic of Germany without the application of the UN
Convention on the Sale of Goods (CISG).
2.
The
Licensee declares himself to be in agreement with the use of any personal data
obtained through this licensing relationship by Steinberg for its own company
purposes, and for the purposes of its Company Group, within the meaning of the
relevant Data Protection laws.
3.
If any
one stipulation of this License contract should be or become invalid,
completely or in part, this shall not affect the validity of the remaining
stipulations. The parties undertake instead to replace the invalid stipulations
with a valid regulation which comes as closely as commercially desired possible
to the purpose originally intended for the ineffective provision; the same
shall apply in the case or a gap.
4.
Amendments, supplements and notices of termination of
this agreement must be made in writing. The rescission of this agreement or an
alteration to the requirement of the written form must also be made in writing.
Subsidiary agreements have not been concluded.
5.
Place of jurisdiction for all disputes is Hamburg. In
addition, each party can bring an action against the other party at the general
place of jurisdiction of the other party.
6.
This agreement does not require a specific form (e.g.
recording by a notary).
Media Technologies GmbH
By: ..........................................
Printed Signature ..........................................
Title ..........................................
Date executed ..........................................
By: ..........................................
Printed Signature ..........................................
Title ..........................................
Date executed ..........................................
- Licensee -
By: ..........................................
Printed Signature ..........................................
Title ..........................................
Date executed ..........................................
-Licensee-
Technical Contact