Steinberg

Software End User License Agreement (EULA)

General

All intellectual property rights in the software belong to Steinberg Media Technologies GmbH
(hereinafter: "Steinberg") and its suppliers. Steinberg permits you only to copy, download, install
and use the software in accordance with the terms and conditions of this Agreement. The
product may contain product activation for protection against unlawful copying which
permits a permanent use of the software only after the activation process has been
totally completed. The software can be used only together with the USB-eLicenser and/or the
Soft-eLicenser; the OEM software can be used only following registration and Trial Version
Software can be used only for a running time of 30 days. You are only entitled to support and
the right to upgrades or updates following a personal product registration; however, not for Trial
Version Software. Internet access is required for the activation process.

The terms and conditions for use of Steinberg software / hardware by you, the end user
(hereinafter termed "Licensee") appear below. By installing the software on your computer you
agree to these terms and conditions. Please read the following text carefully in its entirety. If you
do not approve these terms and conditions, you must not install this software.

In this event give back the product back to where you have purchased it (inc. all written material,
the complete undamaged packing as well as the enclosed hardware) immediately but at the
latest within 14 days in return for a refund of the purchase price.
1 Definitions
1.1 „Software“ includes (i) software files and other computer information of Steinberg and third
parties, (ii) demo songs and audio and video files contained therein, (iii) written
documentation (manual) belonging thereto and (iv) all modified versions and copies, which
are provided by Steinberg in the form of updates, upgrades, patches and enhancements of
Steinberg provided that these are not regulated by another agreement.

1.2 The software and all authorized copies of this software which you make are the intellectual
property of Steinberg Media Technologies GmbH (hereinafter: "Steinberg") and their
suppliers. The structure, organization and code of the software constitute valuable trade
secrets of Steinberg and their suppliers. The software is legally protected in particular by
the copyright law of the Federal Republic of Germany and other countries as well as by
international treaties.

2 Grant of License
2.1 Steinberg grants you a non-exclusive license for the use of the software according to the
terms and conditions of this Agreement. You may not lease, loan or sublicense the
software.

2.2 The samples of so-called Loops remain the property of the respective rights holder (Big
Fish Audio, Inc. and other licensors) and are licensed by Steinberg to you only for use in
the creation of a live or recorded performance that includes the licensed samples as part
of a derivative musical work created by the licensed end user. This license includes the
use of the samples, the modification of the samples and the marketing of the derivative
musical work without infringing any rights of copyright collecting societies and/or the
owners of copyrights in any samples. The samples may not be included, whether
unmodified or as part of a derivative work, in any sample library product.

2.3 If the software is protected by the eLicenser alone, you may install a license for the
software on one or at most 3 computers which are in your possession. The software may
be used only on one of the computers at the same time by using the USB-eLicenser. If the
software (i) is protected by the Soft eLicenser (alone or together with the USB-eLicenser)
or (ii) has been sold to the first end user together with other software and/or hardware
(hereinafter: "OEM software") or (iii) the software can be used only for a running time of 30
days (hereinafter: "Trial Version Software"), you may install and use a license for the
software only on one computer which is in your possession.

2.4 The use of the software within a network is illegal where there is the possibility of a
contemporaneous multiple use of the program.

2.5 You are entitled to prepare a backup copy of the software which will not be used for
purposes other than storage purposes.
2.6 You shall have no further right or interest to use the software other than the limited rights
as specified in this Agreement. Steinberg and their suppliers reserve all rights not
expressly granted.

2.7 For Steinberg products including Fraunhofer mp3 coding technology, the following
reference from Thomson Licensing S.A. is effective: Supply of this product does not
convey a license nor imply any right to distribute content created with this product in
revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution
channels), streaming applications (via Internet, intranets and/or other networks), other
content distribution systems (pay-audio or audio-on-demand applications and the like) or
on physical media (compact discs, digital versatile discs, semiconductor chips, hard
drives, memory cards and the like). An independent license for such use is required. For
details please visit http://mp3licensing.com

3 Activation of the Software

3.1 Steinberg may use a compulsory activation of the software and a compulsory product
registration of the OEM software for license control to protect the software against unlawful
copying. If you do not accept the terms and conditions of this Agreement, the software will
not work.
3.2 In such a case the product including the software may only be returned within 14 days
following acquisition of the product. Upon return a claim according to § 11 shall not apply.
4 Support, Upgrades and Updates after Product Registration
4.1 You can only receive support, upgrades and updates following the personal product
registration. Support is provided only for the current version and for the previous version
during one year after publication of the new version. Steinberg can modify and partly or
completely adjust the extent of the support (hotline, fora on the website etc.), upgrades
and updates at any time. In case of Trial Version Software, there exists no product
registration or any support, upgrades or updates.

4.2 The product registration is possible during the activation process or at any time later
through the Internet. In such a process you are asked to agree to the storage and use of
your personal data (name, address, contact, email-address, date of birth and license data)
for the purposes specified above. Steinberg may also forward these data to engaged third
parties, in particular distributors, for support purposes and for the verification of the
upgrade or update right.

4.3 If you provide an address outside the EU, the data also can be transferred to third parties
in countries which do not ensure an adequate level of data protection comparable to that
applying within the EU.

5 Licence module (USB-eLicenser /or Soft eLicenser)

5.1 Steinberg uses a hardware device connected through the USB connection of a computer
(hereinafter "USB-eLicenser") and/or a protection scheme (hereinafter "Soft eLicenser")
for license control (hardware and/or software licenser) in the case of many products. The
USB-eLicenser and/or Soft eLicenser permanently saves the license information and
regulates access to the software. If a USB-eLicenser is required for the use of the
software, then the USB-eLicenser must be connected physically to the computer through
the USB interface.

5.2 For the activation of the software, updates or upgrades of the software the computer which
is connected to the USB-eLicenser and/or using the Soft eLicenser or using the OEM
software must be connected to the server of Steinberg through the Internet. If the product
was delivered with the USB-eLicenser, the license information was already transferred to
the USB-eLicenser. If the product was delivered with a product card (without the USB-
eLicenser), the activation codes of the enclosed product card must be entered manually by
the user upon installation and the license information must be exchanged with the server
of Steinberg.

5.3 In the event of OEM software, the activation codes will be send to an email-address
submitted by you during a registration. Further, the activation codes must be entered
manually by the user upon installation and the license information must be exchanged with
the server of Steinberg.
5.4 The reinstallation of the software - on the same or another computer - is permitted only in
case the already installed software cannot be used any more (e.g. following deinstallation).
If the software does not use a USB-eLicenser, but requires activation codes, the new
activation codes may be obtained from the user's online account for support created
during the personal product registration. Further, the activation codes must be entered
manually by the user upon installation and the license information must be exchanged with
the server of Steinberg. Steinberg may require for the provision of further activation codes
e.g. your proof of purchase (invoice, receipt) and a signed assurance by fax or letter
stating your name, address and that the already installed software cannot be used any
more. Trial Version Software can be used on a computer also at reinstallation only
altogether 30 days.

5.5 You can also use another computer other than the one on which the software is to be
installed for the activation and transfer of license data to the USB-eLicenser, if the
software is using a USB-eLicenser. However, in such a case a corresponding access
software (eLicense Control Centre, "eLCC") must be installed on the computer connected
to the Internet, which is subject to a separate licensing agreement.

6 Defect and loss of the USB-eLicenser

6.1 In the case of a defect or damage to the USB-eLicenser Steinberg or a third party
engaged by Steinberg will check the USB-eLicenser. In the case of a legitimate claim the
USB-eLicenser and the licenses included shall be replaced in return for a handling fee.
The licenses will only be replaced provided that they are licenses issued by Steinberg.
Further claims against Steinberg are excluded.

6.2 Steinberg assumes no liability or obligation if the USB-eLicenser is mislaid as a result of

loss, theft or otherwise. Steinberg reserves the right to block the licenses saved on the
USB-eLicenser upon being notified by the registered user of the loss. The licenses saved
on the USB-eLicenser cannot be replaced.

7 Modification of the software

7.1 A modification of the software is permitted only insofar as far as the software is capable of
such modification in accordance with its intended function. You may not decompile,
disassemble, carry out reverse engineering or try in another manner to determine the
source code of the software, unless this is permitted by law. Furthermore, you must not
modify the binary code of the software to bypass in any manner the activation function or
the use of the license module (USB-eLicenser and/or Soft eLicenser).

8 No Unbundling
8.1 The software usually contains a variety of different files which in its configuration ensure
the complete functionality of the software. The software may be used as one product only.
It is not required that you use or install all components of the software. You must not
arrange components of the software in a new way and develop a modified version of the
software or a new product as a result. The configuration of the software may not be
modified for the purpose of distribution, assignment or resale.

8.2 You may also not sell the USB-eLicenser separately as a license; the usage rights always
remain with the software, in particular with the original software data carrier (e.g. CD).

9 Assignment of Rights

9.1 You may assign all your rights to use the software to another person subject to the
conditions that (a) you assign to this other person (i) this Agreement and (ii) the software
or hardware provided with the software, packed or preinstalled thereon, including all
copies, upgrades, updates, backup copies and previous versions, which granted a right to
an update or upgrade on this software, (b) you do not retain upgrades, updates, backup
copies und previous versions of this software and (c) the recipient accepts the terms and
conditions of this Agreement as well as other regulations pursuant to which you acquired a
valid software license.

9.2 A return of the product due to a failure to accept the terms and conditions of this
Agreement, e.g. the product activation, shall not be possible following the assignment of
rights.

10 Upgrades and Updates

10.1 You must have a valid license for the previous or more inferior version of the software in
order to be allowed to use an upgrade or update for the software; the Trial Version
Software, however, does not entitle to the upgrade or update. Upon transferring this
previous or more inferior version of the software to third parties the right to use the
upgrade or update of the software shall expire.

10.2 The acquisition of an upgrade or update does not in itself confer any right to use the
software.

10.3 The right of support for the previous or inferior version of the software expires upon the
installation of an upgrade or update.

11 Limited Warranty ("Gewährleistung")

11.1 The warranty ("Gewährleistung") for you as first buyer of the software located within the
European Union (EU) is specified in Subsection 11.2 and the warranty for you as first buyer of
the software located outside the EU is specified in Subsection 11.3 of this Agreement.
11.2 Limited Warranty within the EU: In the event that you as a first buyer of the software are
located within the EU, the following limitation of liability shall apply.
11.2.1 If Steinberg has sold the software directly to you as an end user, Steinberg
warrants ("gewährleistet") that the software essentially executes the functions
described in the enclosed documentation upon receipt, provided that the software
is employed in accordance with the minimum requirements for the operating
system and the computer hardware. Insignificant divergences from the functions
described in the documentation do not give rise to any warranty claim. Other
documents and statements are unremarkable for the composition of the product.

11.2.2 If the user is consumer within the EU, the statutory warranty ("Gewährleistung") to
defects of the product shall apply. If the user is a businessman, Steinberg provides
warranty for defects of the product at its discretion by further fulfillment
(improvement or substitute delivery) within one year. However, there exists no
warranty for Trial Version Software.

11.3 Limited Warranty outside the EU: In the event that you as a first buyer of the software are
located outside the EU, the following limitation of liability shall apply.

11.3.1 Steinberg ensures ("gewährleistet") to the person who acquires first-time the
license for the use of the software according to this Agreement, for the duration of
ninety (90) days as of receipt of the software, that the software executes
essentially the functions described in the enclosed documentation at receipt,
provided that the software is employed according to the minimum requirements for
the operating system and the computer hardware. Insignificant differences of the
functions described in the documentation do not justify any warranty claim. Other
documents and statements are insignificant in terms of the quality of the product.

11.3.2 If the software does not essentially fulfill the functions described in the
documentation, your only warranty claim against Steinberg and Steinberg's only
obligation consists in an exchange of the software or a refund of the selling price at
the discretion of Steinberg.

11.3.3 Further warranty obligations according to the laws of your country remain
unaffected. However, there exists no warranty for Trial Version Software.

12 Limitation of Liability
12.1 The limitation of liability for you as first buyer of the software located within the EU is
specified in Subsection 12.2 and the limitation of liability for you as first buyer of the software
located outside the EU is specified in Subsection 12.3 of this Agreement.
12.2 Limitation of Liability within the EU: In the event that you as a first buyer of the software
are located within the EU, the following limitation of liability shall apply.
 12.2.1 Irrespective of the legal grounds Steinberg shall only be liable to compensate or
replace futile expenses in accordance with the following stipulations.

12.2.2 Steinberg shall be liable for damages caused by the intentional or grossly negligent
conduct of Steinberg, its legal representatives, managerial employees or any other
vicarious agents and damages arising from death, bodily damage and damage to
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). In the case of damage caused by the grossly negligent
conduct of any other vicarious agents, the liability shall be limited to those
damages which are typically to be expected within the scope of an agreement such
as the present one. Any further liability under this Agreement shall be excluded.
12.2.3 In the case of damage caused neither by intentional nor by the grossly negligent conduct
of Steinberg, Steinberg shall only be liable where an obligation is violated, the fulfillment of
which is of particular significance to the achievement of the contractual purpose (cardinal
obligation). In this case, the restrictions of liability pursuant to the foregoing subsection 12.2.2
sentences 2 and 3 shall apply. In case of Trial Version Software, the liability for damages
according to this subsection shall be excluded.
12.2.4 The liability for loss of data shall be limited to the typical cost and effort of retrieving the
data which would have occurred, if the data had been stored properly and in a risk-adequate
manner.
12.2.5 This limitation of liability for Steinberg shall also apply for the benefit of Steinberg's
employees in the event that any claims are filed directly against them.
12.3 Limitation of Liability outside the EU: In the event that you as a first buyer of the software
are located outside the EU, the following limitation of liability shall apply.

12.3.1 Except for the aforementioned rights Steinberg or Steinberg's authorized

distributors assume no liability for loss, damages, claims or costs of any type,
direct or indirect damages including consequential damages arising from business
interruptions, injuries to persons, or lack of due care or claims of third parties, even
if a representative of Steinberg was informed about the possibility of such losses,
damages, costs or claims. This limitation shall apply also in the event of a
fundamental breach of this Agreement.

12.3.2 The total liability of Steinberg and its distributors in the context of this Agreement
shall be limited to the amount which was paid for the software, if any.

12.3.3 The aforementioned restrictions shall not apply in countries where a limitation of
liability is inadmissible.

13 Infringement

You should inform Steinberg promptly in writing if a third party raises any claim against
your use of the software. Steinberg may defend you, if you reasonably support Steinberg.

14 Final Provisions

14.1 This Agreement constitutes the entire understanding of the subject matter between the
parties. Subsidiary agreements have not been concluded.

14.2 Supplements and amendments of this Agreement must be made in writing; a waiver of the
requirement of the written form must also be made in writing.

14.3 If any stipulation of this Agreement should be or become invalid, in whole or in part, this
shall not affect the validity of the remaining stipulations. The invalid stipulation shall be
deemed to be replaced by the parties with a valid regulation which comes as close as
possible to the commercially desired purpose originally intended for the ineffective
provision; the same shall apply in the case of a lacuna.

14.4 This Agreement shall be governed and construed by the laws of the Federal Republic of
Germany and the UN Convention on the International Sale of Goods (CISG) shall not
apply.

14.5 The exclusive place of jurisdiction with respect to all disputes based on or in connection
with this Agreement shall be Hamburg. Steinberg can bring an action against you at your
general place of jurisdiction.