Definitions. "We" are Ableton AG, Schönhauser Allee 6-7, 10119 Berlin, Germany. "You" are the licensee of the Link SDK. "Link SDK" is a software development kit, including its documentation, provided to you by Ableton free of charge.
Granted rights. We grant to you a non-exclusive, worldwide, royalty-free, non-transferable license to use the Link SDK (a) to develop iOS applications that can communicate with other applications that use the Link SDK, and (b) to publish, sell or otherwise distribute such iOS applications under your own brand name that is using parts or all of the Link SDK.
Feedback. Notwithstanding any other provision in this license, if you provide any ideas, suggestions or recommendations to Ableton regarding the Link SDK and all its materials (“Feedback”), we are free to use and incorporate such Feedback in our products, without payment of royalties or other consideration to you so long as Ableton does not infringe your patents, copyrights or trademark rights in the Feedback.
Restrictions. You may not (a) sell, license, sub-license, give away and/or distribute the Link SDK or parts of it in any way to any other person or entity; (b) reverse-engineer the Link SDK; (c) use other than the material delivered with the Link SDK, including, but not limited to logos and trademarks delivered therewith; (d) violate the UI-guidelines delivered with the respective Link SDK; (e) offer Link support as an in-app purchase.
Ownership and Confidentiality. All copies of the Link SDK and any other information disclosed by Ableton hereunder are owned by Ableton, including all intellectual property rights therein. Except as otherwise set forth herein, you agree that any information disclosed by Ableton, including but not limited to pre-release software, SDK, hardware or services including related documentation and materials, provided to you as licensee of the Link SDK will be considered confidential information, as far as it is not generally and legitimately available to the public through no fault or breach of yours, was made available to the public by Ableton or is otherwise available to the public rightfully. Any confidential information supplied by Ableton or obtained by you may only be used by you for the purposes described herein and may not be disclosed to any third party or used to create any software or technology which is substantially similar to the expression of the Link technology provided with the Link SDK.
Rights reserved. We reserve the right (a) to revoke this license in the event that we have a reason to believe that you are acting in breach of this license and you did not cure such breach within 14 days upon demand in text; (b) to revoke this license in case of unintended use of the Link SDK; (c) to remove your application from our list of applications using Link if, by our own judgement, the application is unusable with Link; (d) to cease integrational support of the Link SDK.
DISCLAIMER OF WARRANTY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LINK SDK IS AT YOUR SOLE RISK AND THAT THE LINK SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ABLETON. ABLETON EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT FOR FRAUDULENTLY CONCEALED DEFECTS.
LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ABLETON, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ABLETON OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING, EXCEPT FOR INTENT OR GROSS NEGLIGENCE. A CLAIM FOR DAMAGES ARISING FROM A LEGAL DEFECT OR A DEFECT IN THE LINK SDK IS ONLY PERMISSIBLE IF ABLETON FRAUDULENTLY CONCEALS SUCH DEFECT.
Indemnification. You agree to defend, indemnify and hold harmless Ableton, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the Link SDK; (b) any application you develop using the Link SDK that infringes any copyright, trademark, trade secret, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; (c) any non-compliance with this license; and (d) any breach of applicable laws.
Support. Subject to any statutory claims you may have under law (which shall not be affected), Ableton is not obliged to provide any additional technical support to Link SDK users.
Updates. We may update the Link SDK from time to time. Such updates may require modifications of this license. In the event that you do not accept such modifications you must not use the updated Link SDK. By using an updated version of the Link SDK you accept the Ableton Link SDK License version that is assigned to the respective version of the Link SDK. Any version number of the Link SDK will be aligned with the version number of its respective license.
Survival Clause. The provisions above regarding Feedback, Ownership and Confidentiality and Indemnification will remain in full force and effect upon termination of this license for any reason whatsoever.
Miscellaneous. You may not assign this license without our prior written consent. Nothing contained herein shall constitute a partnership, joint venture, agency or employer-employee relationship between you and Ableton. This license will be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of laws provisions and the UN Convention on the Sale of Goods (CISG). The exclusive venue for any dispute arising from this contract is – to the extent permitted – Berlin. This license may be signed digitally. This digital signature will be as valid as an original signature. Should one or more provisions of this license be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a provision whose purpose comes closest to the invalid or unenforceable provision.