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 Steinberg key (dongle) and/or the Soft-eLicenser; the OEM software can be used only following registration. You are only entitled to support and the right to upgrades or updates following a personal product registration. 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. Definition

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.
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

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.
All samples of so-called Loops remain the property of Big Fish Audio, Inc. 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.
If the software is protected by the Steinberg key 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 Steinberg key. If the software is protected by the Soft eLicenser (alone or together with the Steinberg key) or has been sold to the first end user together with other software and/or hardware (hereinafter: "OEM software"), you may install and use a license for the software only on one computer which is in your possession.
The use of the software within a network is illegal where there is the possibility of a contemporaneous multiple use of the program.
You are entitled to prepare a backup copy of the software which will not be used for purposes other than storage purposes.
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.

3. Activation of the Software

3.1 Steinberg may use a compulsory activation of the software and a compulsory 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.
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

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.
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.
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. License module (Steinberg Key and/or Soft eLicenser)

Steinberg uses a hardware device connected through the USB connection of a computer (hereinafter "Steinberg key") and/or a protection scheme (hereinafter "Soft eLicenser") for license control (hardware and/or software dongle) in the case of many products. The Steinberg key and/or Soft eLicenser permanently saves the license information and regulates access to the software. If a Steinberg key is required for the use of the software, then the Steinberg key must be connected physically to the computer through the USB interface.
For the activation of the software, updates or upgrades of the software the computer which is connected to the Steinberg key and/or using the Soft eLicenser or using the OEM software must be connected to the server of SIA Syncrosoft through the Internet. If the product was delivered with the Steinberg key, the license information was already transferred to the Steinberg key. If the product was delivered with a product card (without the Steinberg key), 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 SIA Syncrosoft.
In the event of OEM software, the activation codes will be send to an email-address submitted by you during a registration and must be entered manually by the user upon installation and the license information must be exchanged with the server of SIA Syncrosoft.
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 Steinberg key, the new activation codes may be obtained from the users 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 SIA Syncrosoft. 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.
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 Steinberg key, if the software is using a Steinberg key. However, in such a case a corresponding access software (Syncrosoft License Control Centre, "LCC") must be installed on the computer connected to the Internet, which is subject to a separate licensing agreement.

6. Defect and loss of the Steinberg key

In the case of a defect or damage to the Steinberg key Steinberg or a third party engaged by Steinberg will check the Steinberg key. In the case of a legitimate claim the Steinberg key 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.
Steinberg assumes no liability or obligation if the Steinberg key is mislaid as a result of loss, theft or otherwise. Steinberg reserves the right to block the licenses saved on the Steinberg key upon being notified by the registered user of the loss. The licenses saved on the Steinberg key cannot be replaced.
7 Modification of the software

7. Modification of the software

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, disassembe, 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 (Steinberg key and/or Soft eLicencer).

8. No Unbundling

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.
You may also not sell the Steinberg key 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

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.
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 und Updates

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

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.
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.

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.

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.
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.

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.

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.

3. Further warranty obligations according to the laws of your country remain unaffected.

12. Limitation of Liability

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.
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.

1. Irrespective of the legal grounds Steinberg shall only be liable to compensate or replace futile expenses in accordance with the following stipulations.

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.

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.

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.
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.
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.

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.

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.

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.

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 mp3licensing.com.

14. Final Provisions

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

Steinberg Media Technologies GmbH