Steinberg VST Module Architecture SDK Licensing Agreement
(Version 1.0, MIDI
Effects - January 2004)
between
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Steinberg Media Technologies GmbH |
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residing at
Neuer Hoeltigbaum 22-32, D-22143 Hamburg
GERMANY |
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-Steinberg- |
and |
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residing at
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-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:
- how to develop a MIDI Effect based on Steinberg VST Module Architecture.
§ 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:
- for the development of MIDI Effect based on Steinberg VST Module Architecture.
- 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 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:
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Printed Signature
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-Licensee- |
By:
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-Licensee- Technical Contact |
Name:
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Address:
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Phone:
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Fax:
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Email:
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