(Version "2.3 - May 2003")
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:
Windows 95/98/2000/Me/XP
§ 2 Granting of Rights
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
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
§ 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: -------------------------------------------------------