Steinberg VST Module Architecture SDK Licensing Agreement
(Version 1.0, MIDI Effects - January 2004)

between
Steinberg Media Technologies GmbH
residing at
Neuer Hoeltigbaum 22-32,
D-22143 Hamburg
GERMANY
-Steinberg-
and
............................................................................................
residing at

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

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

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

-Licensee-


§ 1 Object of the Agreement
1. The object of this agreement consists of the Steinberg VST Module Architecture Software Development Kit MIDI Effects Version 1.0, comprising of documentation, interface code and example code. 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:

§ 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 Steinberg VST Module Architecture solely:
2. The Licensee has no permission to sell, licence, give-away and/or distribute the Steinberg VST Module Architecture 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 name Steinberg VST Module Architecture 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 name Steinberg VST Module Architecture 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 name Steinberg VST Module Architecture 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 "Steinberg VST Module Architecture 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 Module Architecture SDK Licensing Agreement' to Steinberg, either by mail, or by fax (+49 40 210 35 300).

§ 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 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 Steinberg VST Module Architecture Logo (including the name Module Architecture) has to appear on packages and promotional material.

The Steinberg VST Module Architecture 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 the following format:
- "VST Module Architecture 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 Steinberg VST Module Architecture.

§ 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 Steinberg VST Module Architecture SDK Version 1.0, MIDI Effects 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 Steinberg VST Module Architecture SDK Version 1.0, MIDI Effects 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 Steinberg VST Module Architecture SDK Version 1.0, MIDI Effects.
2. In no event shall Steinberg be liable for incidental or consequential damages arising from the use, or distribution of the Steinberg VST Module Architecture SDK Version 1.0, MIDI Effects 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 Steinberg VST Module Architecture 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 Steinberg 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).
7. All other product and company names are Trademark or Registered of their respective holders.

-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: ..................................................................................