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 demo versions of other Ableton products
supplied by Ableton with the software. The term “Live” also includes Ableton
Suite, 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.
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. They
may not be combined with other Live products under a different license.
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 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 the Licensee
uninstalls Live and/or any Extension from his computer, does not retain any
backup copy of Live and/or any Extension and transfers 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 Live with an unrestricted feature set for a limited trial period
of two weeks (Free 14-day 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 Live, a valid license to

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

If the previous or inferior version of Live is or was labelled as NFR, the restriction
on transfer as described in Sect. 5 above will also apply to the upgraded version.

In case of an Upgrade or Update from a previous or inferior version of a 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. Free 14-day License: The purpose of the Free 14-day 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 Live 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 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.