ABLETON END USER LICENCE 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.

LICENCE ACCEPTANCE PROCEDURE: BY EITHER CLICKING THE

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

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 UNLICENCED COPIES THAT MIGHT BE IN
YOUR POSSESSION.

PLEASE NOTE: The Software may be used to reproduce materials and prepare
derivative works thereof. 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 thereof.

1. Definitions: The term "Live" means Ableton Live and all sound samples,
musical examples, video files, included software instruments and effects,
data and other contents, demo versions of other Ableton products supplied
by Ableton herewith. The term Live shall also include Ableton Suite any
updates, upgrades, LE versions or modified versions of Live licensed to
Licensee by Ableton.
The term Extension means any add-on to Live whose serial number is
supplied separately by Ableton to 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 Software and all subsequent
copies of Software, regardless of the form in which the copies may exist.

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

3. Licence grant: Provided that Licensee has paid the applicable licence fee,
Ableton grants to Licensee a limited, non-exclusive licence to use and copy
the Software for use on his computer system or file server for local execution
over Licensees network, owned, leased and/or controlled by Licensee or any
member of Licensees corporate group, which expression includes a corporate
licensee, such 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. Licensee may transfer the
Software from one computer to another over Licensees network but may not
copy it to additional sites over the network or make additional copies for use
on additional networks or sites. Under this Licence 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 Licence 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 licence. Licensee may make backup copies of the Software.
Whenever a copy is made, it must be ensured that an Ableton copyright notice
is attached, with an indication of all of Abletons 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 under an
obligation to keep a record of all the copies he produces, and of their
locations. He must present Ableton with this record at any time if there is any
suspicion of misuse.

4. Licence restrictions: Licensee may not use, copy, modify or transfer the
Software, or any copy in whole or in part, except as expressly provided for in
this licence. Licensee may not reformat, mix, filter, re-synthesize or otherwise
alter for use in any kind of commercial sampling product/package or software
the sound samples and musical examples connected to the Software without
the express written consent of Ableton. If Licensee transfers possession of
any copy of the Software to another party except as provided above, this
licence is automatically terminated. Licensee may not translate, reverse
engineer, decompile, disassemble, modify or create derivative works based on
the Software except as expressly permitted by this Agreement.

5. No transfer: Licensee may not rent, lease or sublicense the Software, on a

temporary or permanent basis. Licensee may, however, transfer all his rights
to use Live and/or any Extension as a whole to another person or entity,
provided that 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.
 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 Licence 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.

6. Upgrades and Updates: In order to upgrade or update Live a valid licence to

use the previous or inferior version of Live is required. The licence 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 set forth 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 licence to use the previous or inferior version of
the respective Live product will immediately expire and be replaced by the
Licence to use Ableton Suite. The restriction on transfer as set forth in Sect. 5
will then apply to all products included in Suite.

7. Demo Mode: The purpose of the Demo Mode 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.

8. Educational Versions: Versions labelled "Educational Version" may be used

only in an educational context by schools, teachers, instructors and students.

9. Limited warranty: 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 providing that the deviation substantially affects Licensees use
of the Software. Ableton may under such circumstances choose to replace
Licensees 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 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.
10. 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 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.

11. Licensees statutory rights: This licence gives Licensee specific legal rights,
and 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 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 Licensee may have as a consumer (i.e.,
a purchaser for private as opposed to business, academic or government use)
are not affected.

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

13. General: Each party hereby irrevocably agrees that this contract shall
exclusively be subject to the laws of Germany, except for this body of law
referring to its 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 Licence. 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 communications between
the parties relating thereto. 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 remainder of this agreement
shall not be affected thereby.