between

STEINBERG MEDIA TECHNOLOGIES GMBH

residing at
Neuer Hoeltigbaum 22 -32,
22143 Hamburg
GERMANY

and

residing at

...............................

...............................

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§ 1 Object of the Agreement
1.        The object of this agreement consists of the Steinberg VST PlugIn Software Development Kit version 2.3, 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 the Mac OS9.x and Mac OS 10.x,

  • Windows 95/98/2000/Me/XP

§ 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 VST PlugIn Interface Technology solely:
1.        for the development of VST PlugIns and/or for the development of an application that can host VST PlugIns,
2.        to publish a product under his own 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 VST PlugIn Interface technology or parts of it in anyway, 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 SDK. 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 by another company, the Licensee is under the obligation to inform the publisher of the resulting product, that he too must be a party to this Licensing Agreement. The publisher has to completely agree with the VST PlugIn SDK Licensing Agreement. If the publisher is not in agreement with these conditions, the publisher 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, 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 obli-gation 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.

Copyright notice: "VST is a trademark 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,
- VST PlugIn Interface Technology by Steinberg Media Technologies GmbH.

§ 4 Fees and Royalties
The Licensee shall not obligated to pay to Steinberg any fees or royalties with respect to the VST PlugIn Interface technology.

§ 5 Liability for Consequential Damages
Steinberg will not be liable for any consequential, special, incidental, direct or indirect damages of any kind, including the loss of data, damage of data-storage-devices, or any loss or damage to other programs being used, arising out of the use of the Licensed Software Developer Kit or any software developed by the Licensee, including any future up-dates.

§ 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 that such releases will occur at anytime or for anybody.

§ 7 Infringement
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. 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.

The Licensee, however, shall promptly notify Steinberg, in writing, of each such infringement claim of which the Licensee becomes aware.

§ 8 RELATIONSHIP BETWEEN THE TWO PARTIES
Nothing stated in this Agreement will be construed as creating the relationships of joint ventures, partners, agent or whatsoever. The Licensee shall not be entitled to represent Steiberg or to make statements on its behalf.

§ 9 TERM OF THE AGREEMENT
1.        The Agreement shall run for a unlimited period.
2.        If the Licensee is in breach of any of its obligations set out in this agreement, 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.

§ 10 Final provisions
1.        This agreement and the interpretation thereof shall be exclusively subject to the laws of the Federal Republic of Germany.
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 possible to the purpose originally intended.
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). 

- Steinberg Media Technologies GmbH -

By: ..........................................

Printed Signature ..........................................

Title ..........................................

Date executed ..........................................

- Licensee -

By: ..........................................

Printed Signature ..........................................

Title ..........................................

Date executed ..........................................

  -Licensee- Technical Contact

Name: ------------------------------------------------------- 

Address: ------------------------------------------------------- 

Phone: ------------------------------------------------------- 

Fax: ------------------------------------------------------- 

Email: -------------------------------------------------------