ABLETON END USER LICENSE AGREEMENT

NOTICE TO ALL USERS: PLEASE CAREFULLY READ THE FOLLOWING

LEGAL AGREEMENT

THE COPYRIGHT AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS

CONTAINED WITHIN THE SOFTWARE, (INCLUDING DATA AND CONTENT)
THAT CONSTITUTE THIS SOFTWARE PRODUCT ARE AND REMAIN THE
PROPERTY OF ABLETON AG (“ABLETON”).
YOU - THE LICENSEE - ARE LICENSED TO USE THE SOFTWARE ONLY IF YOU
ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.

LICENSE ACCEPTANCE PROCEDURE: BY EITHER CLICKING THE

ACCEPTANCE BUTTON THAT FOLLOWS THIS LICENSE AND/OR INSTALLING
AND/OR USING THE SOFTWARE, YOU INDICATE ACCEPTANCE OF THE
LICENSE AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET
OUT IN THE LICENSE. IF YOU ARE ACCEPTING THE LICENSE ON BEHALF OF
A CORPORATE LICENSEE, YOU ARE SIGNIFYING THAT YOU ARE
AUTHORIZED TO DO SO. IF YOU ARE NOT SO AUTHORIZED NOR DEEMED IN
LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY
FOR THE OBLIGATIONS SET OUT IN THIS LICENSE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE

BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS
AGREEMENT AND DO NEITHER INSTALL NOR USE THE SOFTWARE. YOU
SHOULD ALSO DESTROY ANY UNLICENSED COPIES THAT MIGHT BE IN
YOUR POSSESSION.

PLEASE NOTE: The Software may be used to reproduce materials and prepare
derivative works from them. It is licensed to you only for reproduction and
preparation of derivative works of non-copyrighted materials, materials in
which you own the copyright, or materials you are authorized or permitted by
law to reproduce and prepare derivative works from.

1. Definitions: The term "Live" means Ableton Live and all presets, sound
samples, musical examples, video files, included software instruments and
effects, data and other contents or read-only versions of other Ableton
products supplied by Ableton with the software. The term “Live” also includes
Ableton Suite, Ableton Live Intro, any updates, upgrades, LE versions, OEM
version or modified versions of Live licensed to the Licensee by Ableton.
The term “Extension” means any add-on to Live with a serial number supplied
separately by Ableton to the Licensee, and all updates and upgrades to the
add-on.
The term “Software” means Live and all Extensions.
The term “Ableton Suite” means the combination of Ableton Live and other
products defined as Live that are licensed as a bundle to Licensee.

2. Ownership rights: The Software and related documentation are copyrighted

works of authorship, and are also protected under applicable database laws.

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 Ableton and its suppliers retain ownership of the Software and all subsequent
copies of the Software, regardless of the form in which the copies may exist.

Ableton does not transfer any rights to the intellectual property in the Software,
and the Licensee does not acquire any rights to the Software except as
expressly set forth in this Agreement.

3. License grant: Provided that the Licensee has paid the applicable license
fee, Ableton grants the Licensee a limited, non-exclusive license to use and
copy the Software for use on his or her computer system or file server for local
use within the Licensee’s network. This network must be owned, leased and/or
controlled by the Licensee or a member of the Licensee’s corporate group,
which includes a corporate licensee, a corporate Licensee's majority-owned
subsidiaries, any parent company having a majority-owned interest in such
corporate licensee, and such parent's majority-owned subsidiaries. The
Licensee may transfer the Software from one computer to another over his or
her network but may not copy it to additional sites outside the network or make
additional copies for use on other networks or sites. Under this License the
Software may only be used on one computer at a time. All Live products
included within the respective edition of Ableton Suite are part of the
same License granted by Ableton and can only be used as a single entity
on one computer at a time. The Licensee may make backup copies of the
Software.

Whenever a copy is made, an Ableton copyright notice must be attached,

which should include an indication of all of Ableton’s rights under the foregoing
paragraphs in a machine-readable form (if machine-readable copies are being
prepared) and/or in plain language. An indication of the ownership and all
other rights of Ableton as defined in the foregoing paragraphs is to be attached
clearly and visibly, printed on or firmly attached to all disks, diskettes or tape of
any kind on which the licensed Software is stored. The Licensee is obliged to
keep a record of all the copies he or she produces and of their locations. He or
she must present Ableton with this record at any time if there is any suspicion
of misuse.

4. License restrictions: If you transfer possession of any copy of the Software

to another party except as described above, this license is automatically
terminated. You may not translate, reverse engineer, decompile, disassemble,
modify or create derivative works based on the Software except as expressly
permitted by this Agreement.

You may not use, copy, modify or transfer the Software, or any copy in whole
or in part, except as expressly provided for in this license. You may not
reformat, mix, filter, re-synthesize or otherwise alter the presets, sound
samples and musical examples connected to the Software for use in any kind
of commercial sampling product/package or software without the express
written consent of Ableton. You may however use the presets, sound samples
or musical examples that come with the Software in your musical
compositions, provided that either additional material is added or the
respective presets, sound samples and musical examples will be significantly
altered through unique processing. You may neither use the Demo Songs in

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 your musical composition nor may you reformat, mix, filter, re-synthesize or
otherwise alter the Demo Songs.

5. Activation of Software: It is necessary that you register the Software in order

to receive an unlock key that enables you to use the Software. The registration
and activation can be done online or offline. The offline registration and unlock
process require that you download and transfer the unlock key to the computer
on which you have installed the Software. For further information go to
Ableton’s website.

During the process of registration and unlocking, updating or upgrading and

when technical support is provided Ableton may collect and use technical and
personal information, observing the Regulations on data protection, for
improvement of its Software, for support purposes and for the verification of
the upgrade and update right.

6. No transfer: You may not rent, lease or sublicense the Software on a

temporary or permanent basis. You may, however, transfer all rights to use
Live and/or any Extension as a whole to another person or entity, provided
that you uninstall Live and/or any Extension from your computer, do not retain
any backup copy of Live and/or any Extension and transfer this Agreement
with Live and/or any Extension. Both you and the person you wish to transfer
the License to must contact Ableton to complete the transfer of the License.
For further information go to Ableton’s website.

The rights in the Software that is or was labelled as NFR (“Not for Resale”)
may not be sold or transferred.

The rights in the versions of Ableton Live Lite and in other OEM versions may
not be sold or transferred.

The License to use Ableton Suite may only be sold or transferred as a whole.
The right to use the Live products included within the Ableton Suite may not be
sold or transferred separately.

The License to try out Software with an unrestricted feature set for a limited
trial period of thirty days (Trial License) is limited to a one time-use per user
and per hardware device. User may not re-register under a different name,
different account or from a different hardware device. Different users may not
register using the same hardware device.

7. Upgrades and Updates: In order to upgrade or update Software, a valid

license to use the previous or inferior version of Software is required. The
license and right to use the upgraded or updated version of Software will
immediately expire, if the license of the previous or inferior version of Software
is transferred to another person or entity.

If the previous or inferior version of Software is or was labelled as NFR, the

restriction on transfer as described in Sect. 5 above will also apply to the
upgraded version.

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 In case of an Upgrade or Update from a previous or inferior version of a
Ableton Live product to Ableton Suite, the license to use the previous or
inferior version of the respective Live product will immediately expire and be
replaced by the License to use Ableton Suite. The restriction on transfer as set
forth in Sect. 5 will then apply to all products included in Suite.

8. Trial License: The purpose of the Trial License is, unless specifically
mentioned, to facilitate the decision-making process with regards to acquiring
a commercial version. Any other use, in particular - but not limited to -
resale, transfer, public use, is excluded. This condition extends beyond the
trial period, regardless of whether Software is running with a restricted feature
set or not.

9. Educational Versions: Versions labelled "Educational Version" may only be

used in an educational context by schools, teachers, instructors and students.
Educational Versions may only be transferred to a transferee meeting the
requirements for licensing such version of Software.

10. Limited warranty: You are aware that functional defects in the Software
cannot be totally ruled out, despite the present state of technical knowledge,
even if the very greatest care is taken. The unrestricted functionality of the
Software cannot be guaranteed and neither can its unrestricted functionality.
Ableton warrants that the Software will substantially conform to the
specification set out in accompanying documentation, minor interruptions or
errors excluded. Ableton will only remedy deviations from the specifications if
the deviation substantially affects the Licensee’s use of the Software. Ableton
may under such circumstances choose to replace the Licensee’s copy of the
Software with a new one. The warranty period is twelve months from delivery
unless compulsory provisions of applicable law determine otherwise. Ableton
will also indemnify the Licensee for personal injury or death solely and directly
caused by any defect in its products or the negligence of its employees.
Ableton cannot be held responsible for the content and the origin of the
data and samples that are obtained by the Licensee from a third party.
Ableton is not accountable for modification or utilisation of these
samples by the Software.

11. EXCLUSION OF LIABILITY: EXCEPT IN RESPECT OF PERSONAL

INJURY OR DEATH CAUSED DIRECTLY BY THE NEGLIGENCE OF
ABLETON, IN NO EVENT WILL ABLETON BE LIABLE TO THE LICENSEE
FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS,
LOSS OF DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE SUCH SOFTWARE, EVEN IF ABLETON HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Licensee’s statutory rights: This license gives the Licensee specific legal
rights, and the Licensee may also have other rights, which vary from country
to country. Some jurisdictions do not allow the exclusion of implied warranties,
or certain kinds of limitations or exclusions of liability, so the above limitations
and exclusions may not apply to the Licensee. Other jurisdictions allow
limitations and exclusions subject to certain conditions. In such a case, the

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 above limitations and exclusions shall apply to the fullest extent permitted by
the laws of such applicable jurisdictions. If any part of the above limitations or
exclusions is held to be void or unenforceable, such part shall be deemed to
be deleted from this Agreement and the remainder of the limitation or
exclusion shall continue in full force and effect. Any rights which the Licensee
may have as a consumer (i.e., a purchaser for private as opposed to business,
academic or government use) are not affected.

13. Term: The Licensee may terminate this License Agreement at any time by
destroying the Software together with all copies in any form. This License
Agreement will also terminate upon conditions set forth elsewhere in this
Agreement or if the Licensee fails to comply with any term or condition of this
Agreement. The Licensee agrees upon such termination to destroy the
Software together with all copies in any form.

14. General: Each party hereby irrevocably agrees that this contract shall
exclusively be subject to the laws of Germany, except for those laws referring
to conflict of law rules. Place of jurisdiction shall be Berlin. Ableton can also,
however, at its free discretion, open proceedings at the registered address of
the Licensee. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this License. This agreement
constitutes the complete and exclusive statement of the agreement between
Ableton and Licensee with respect to the subject matter hereof and
supersedes all proposals, representations, understandings and prior
agreements, whether oral or written, and all other related communication
between the parties. All rights not explicitly granted in this agreement are
reserved. Any clause in this agreement, which is found to be invalid or
unenforceable shall be deemed deleted and the rest of this agreement
remains unaffected.

15. Third Party Content and Software: Software may utilize or include third party
content, software or other copyrighted material. Acknowledgements, licensing
terms and disclaimers for such material are contained in the folder “Legal” that
comes with Software. Your use of such third party material is governed by the
respective terms.

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