End User License Agreement

Spatial Audio Workstation - Licensing Terms and Conditions

1. General

1.1    All intellectual property rights in and to Spatial Audio Workstation Software (hereinafter referred to as "IOSONO Software" or "Licensed Object") are held by IOSONO GmbH (hereinafter referred to as "IOSONO"). Use of the IOSONO Software may only be made within the scope of these Licensing Terms and Conditions.

1.2    The License Agreement between IOSONO and the Licensee regarding the use of the IOSONO Software on the basis of these Licensing Terms and Conditions takes effect (a) upon conclusion of a purchase agreement regarding the IOSONO Software or (b) by agreeing to these Licensing Terms and Conditions during the order process of a trial version of the IOSONO Software. These Licensing Terms and Conditions are available online prior to conclusion of the contract; orders can only be placed if you agree to these Licensing Terms and Conditions.

2. Rights of Use, Limitations

2.1    If the Licensee purchases the IOSONO Software, IOSONO grants the Licensee the non-exclusive right to use the IOSONO Software for an unlimited period and in accordance with the purposes set forth in these Licensing Terms and Conditions.

2.2    If the Licensee orders the trial version of the IOSONO Software, IOSONO grants the Licensee the non-exclusive right to use the IOSONO Software for a period of thirty (30) days or as specified in the trial order form (both hereinafter referred to as "Trial Period") and in accordance with the purposes set forth in these Licensing Terms and Conditions (hereinafter referred to as "Trial License"). The Trial Period begins with the activation of the IOSONO-Software according to section 3 of these Licensing Terms and Conditions.

2.3    The right of use granted to the Licensee under para. 2.1 or 2.2 is limited to the use of the IOSONO Software on up to three of Licensees' computers which are used in accordance with the agreed purpose of use. The permitted use shall be limited to loading, displaying, transmitting, and storing the IOSONO Software for the purpose of running it and processing the Licensee's data. The Licensee must not use the IOSONO Software other than for own business or private purposes and must not allow third parties to use the IOSONO Software, with the exception of affiliated enterprises within the meaning of Sec. 15 German Stock Corporation Act (AktG).

2.4    IOSONO Software is a plug-in for the software Nuendo by Steinberg Media Technologies GmbH (hereinafter referred to as "Steinberg"). For the use of the IOSONO Software the Licensee needs a valid license to use the software Nuendo according to Steinberg's applicable licensing terms and conditions. The Use of the IOSONO Software is restricted to the use with Nuendo only. It is expressly prohibited to use the IOSONO Software in combination with other computer programs, in particular with other software products of Steinberg.

2.5    The Licensee is entitled to prepare a backup copy of the IOSONO Software made available on data media or via remote data transmission (including downloads). The use of the backup is allowed only in case of deterioration or loss of the original IOSONO Software copies that were made available on data media or via remote data transmission. These Licensing Terms and Conditions shall apply accordingly for the use of the backup copy by the Licensee. Except for such back-up, the Licensee must not reproduce, compile, or modify the Licensed Object unless such reproduction, compilation, or modification is essential for maintaining or recovering functionality of the Licensed Object.

2.6    Any decompilation of the Licensed Object's source code shall only be per-missible within the legal restrictions of Sec. 69e German Copyright Act (UrhG) and, provided the conditions set forth therein are met, only if IOSONO does not furnish the required information. Any other decompilation is prohibited. Sec. 69d Para. 3 German Copyright Act (UrhG) remains unaffected.

2.7    In case the Licensed Object is intended to be used by a number of users, the Licensee is granted the right to use the number of licenses stated in the order confirmation. In each case, a license grants one single user named by the Licensee the right to use the Licensed Object. A second person may use the Licensed Object only in place of the named user and only to the same extent of the first user's right.

2.8    The Licensee may transfer the IOSONO Software copies made available on data media or via remote data transmission (including downloads) to third parties (i) only with the prior written consent of IOSONO which may only be withheld for good cause and (ii) only if the Licensee has deleted, at the time of transfer, any and all other copies made of the IOSONO Software, so that it is impossible for the Licensee to continue to use the IOSONO Software. The IOSONO Software must not be passed on to third parties for the purpose of use of the Licensed Object in parts or for a limited time period against payment (lease).

2.9    In case the License Agreement entered into on the basis of these Licensing Terms and Conditions is terminated (e.g., by rescission, termination for good cause), the Licensee's right to use the Licensed Object expires. It shall return to IOSONO any and all back-ups and other copies of the IOSONO Software stored on separate data carriers including the documentation provided by IOSONO and shall delete the IOSONO Software copies installed on its computers. The Licensee shall affirm to IOSONO in writing that the IOSONO Software copies were returned and uninstalled in full.

2.10    Any use of the IOSONO Software in excess of the above and in any other respects requires the prior express written consent of IOSONO.

3. License Management

3.1    IOSONO is using a copy protection hardware device connected to a USB port on the computer (hereinafter referred to as "USB-eLicenser"). Steinberg has already provided the Licensee with such USB-eLicenser for activating and running Steinberg's software products. The USB-eLicenser stores licenses permanently and administers access to the IOSONO Software. The USB-eLicenser must be plugged into the USB port of the computer in order to use the IOSONO Software.

3.2    For license management and unauthorized copy protection purposes, the IOSONO Software must be activated with a code shown on a product card which is delivered to the Licensee together with the IOSONO Software data media or, if the IOSONO Software was transmitted via remote data transmission, by e-mail.

3.3    To activate the IOSONO Software or updates respectively upgrades thereof, the computer holding the USB-eLicenser must be connected via the Internet to Steinberg's server. The activation code shown on the product card which is delivered to the Licensee together with the IOSONO Software data media or sent by e-mail must be entered by the user during installation. The license information must be exchanged with Steinberg's server.

3.4    The IOSONO Software may be reinstalled on the same or a different computer only if the original software installation is no longer usable (e.g., after deinstallation).

3.5    Each USB-eLicenser can only be used once to activate a Trial License. This does not affect the use of USB-eLicenser with purchased versions of the IOSONO-Software.

4. Updates / Upgrades

4.1    IOSONO will continually enhance the IOSONO Software at its own discretion. In doing so, IOSONO will provide small new features and bug fixes (updates). The updates will be provided to the Licensee free of charge via download or otherwise.

4.2    IOSONO expressly reserves the right to offer major new features, extensions, and improved compatibility (upgrades) with costs.

5. Third Parties' Software

IOSONO Software partly uses third parties' software and other resources protected by copyright. Further information and the licensing terms and conditions applicable thereto are contained in the IOSONO Software online documentation. The use of such software and other resources are subject to the terms and conditions referred to therein.

6. Other Provisions

6.1    These Licensing Terms and Conditions apply accordingly to updates and upgrades to the IOSONO Software provided to the Licensee unless otherwise agreed when providing the update or upgrade.

6.2    In any other respects and unless otherwise agreed in these Licensing Terms and Conditions, the provision and use of the IOSONO Software is subject to the General Terms and Conditions of IOSONO.