LICENSE-ASIOSDK.txt

Steinberg ASIO SDK Licensing Agreement Version 2.0.1
(Version 2.3.3 – 02.02.2019)

between
Steinberg Media Technologies GmbH
Represented by Mr. Andreas Stelling, MD
Beim Strohhause 31
20097 Hamburg
Germany
- hereinafter "Steinberg" -

and
VocalSharp Organization
China
- hereinafter "Licensee" -

§ 1 OBJECT OF THE AGREEMENT
 1. The object of this agreement consists of the Steinberg ASIO (Audio Stream I/O) Software 
Development Kit version 2.3 respectively any preview version of this Kit, comprising of 
documentation, example code, and several ASIO examples. These are described hereinafter as the 
"Licensed Software Developer Kit".
 2. In case a preview or beta version of the Licensed Software Developer Kit is provided, the Licensee 
is allowed to use the Licensed Software Developer Kit solely for internal evaluations. Any 
publishing, distribution or transfer to a third party is not permitted.
 3. Steinberg is the holder of all copyrights, rights of ownership, and other rights concerning the Licensed
Software Developer Kit.
 4. The Licensed Software Developer Kit contains information about
1.ahow to develop an ASIO device driver, and
1.bhow to extend an application so that it can host ASIO device drivers, that are developed under 
the ASIO Specification, either by Steinberg or any Third Parties.
 5. Currently the Licensed Software Developer Kit is running on the following computer platforms:
• Windows 10 (32-bit and 64-bit)

§ 2 GRANTING OF RIGHTS
 1. Steinberg hereby grants to the Licensee a non-exclusive, worldwide, nontransferable license during 
the term of this agreement to use the Licensed Software Developer Kit and ASIO Interface 
Technology solely:
 a) for the development of ASIO device drivers and/or for the development of an application that 
can host ASIO device drivers (herein ASIO Driver Compliant Products) and/or hardware 
products,
 b)publish, sell or otherwise distribute any ASIO Driver Compliant Product that are using or are 
based on parts or all of the Licensed Software Developer Kit and/or hardware products that 
were developed using the Licensed Software Developer Kit and/or are compatible with the 
Licensed Software Developer Kit (herein ASIO Compliant Hardware Products) under his 
own brand name.
 2. In case the Licensee receives a preview or beta version of the Licensed Software Developer Kit, the 
Licensee is not allowed to publish any ASIO Driver Compliant Product and/or ASIO Compliant 
Hardware Products to the public using such preview or beta Software Developer Kit. The Licensee is 
only allowed to publish an ASIO Driver Compliant Product and/or ASIO Compliant Hardware 
Products to the public based on a Licensed Software Developer Kit which is not declared as a 
preview or beta version by Steinberg.
 3. The Licensee has no permission to sell, license, give-away and/or distribute the Licensed Software 
Developer Kit or parts of it for the use as software developer kit in any way, for example, integrated 
in any framework application, on any medium, including the Internet, to any other person, including 
sub-licensors of the Licensee or companies where the Licensee has any involvement. This includes re-working any part of the SDK or ASIO specification (such as ASIO API, ASIO API calling sequences, 
bundle definition per platform, preset format, etc.) or reverse-engineering any part of the SDK or any 
products based upon this specification.
 4. In case the Licensed Software Developer Kit is modified, it shall not be published, sold or 
distributed without agreement of Steinberg. Furthermore, the naming of the Licensed Software 
Developer Kit shall not include “ASIO 2.3 SDK” or any combination containing the ASIO brand 
without permission of Steinberg.
 5. In case the Licensed Software Developer Kit is extended by additional code, it shall not be used in 
any other description than “(Licensees company name) extension to the "Steinberg ASIO 2.3 SDK”.
 6. The Licensee recognizes the value of the goodwill associated with the mark ASIO and ASIO 
Technology and acknowledges that such goodwill exclusively belongs to the benefit of Steinberg and 
belongs to Steinberg.
 7. If the Licensee is developing, selling otherwise distributing an ASIO Driver Compliant Product
and/or ASIO Compliant Hardware Products, that is using or is based on parts or all of the Licensed 
Software Developer Kit, and this product is not published, sold or otherwise distributed under his 
own name but will be published, sold or otherwise distributed under the name of a third party, this 
third party has to agree in writing to be bound by this ASIO SDK Licensing Agreement. Licensee 
warrants that the third party completely complies with all provisions of this ASIO SDK Licensing 
Agreement and will upon Steinberg’s request provide the written consent of the third party to be 
bound to all provisions of this ASIO SDK Licensing Agreement. If the third party is not in accordance
with any of these conditions, the third party is not allowed to distribute this product which is using or 
is based on parts or all of the Licensed Software Developer Kit.
 8. If the Licensee is planning to publish, sell or otherwise distribute a ASIO Driver Compliant Product
and/or ASIO Compliant Hardware Product, under the name of a third party, that is using or is based on 
parts or all of the Licensed Software Developer Kit, the Licensee is under the obligation to send the 
‘Steinberg ASIO SDK Licensing Agreement’ signed by the third party to Steinberg, either by mail, or 
by fax.
 9. The provisions of the § 2.7. and § 2.8. above shall not apply as long as the third party is a subsidiary 
of the Licensee fully controlled by the Licensee. Licensee guarantees that any subsidiary of Licensee 
controlled by Licensee that uses or is based on parts or all of the Licensed Software Developer 
Kit or developing, selling or otherwise distributing an ASIO Driver Compliant Product and/or ASIO 
Compliant Hardware Products complies with all regulations of this agreement. Further, Licensee 
guarantees regarding any subsidiary of licensee controlled by licensee that uses or is based on parts or
all of the Licensed Software Developer Kit or developing, selling or otherwise distributing an
ASIO Driver Compliant Product and/or ASIO Compliant Hardware Products, before releasing the 
subsidiary from licensee’s full control, to acquire full information, documentation and declaration
according to §3.1.k) and to provide such acquired information, documentation and declaration upon 
Steinberg’s request according to § 3.1.k) together with Licensee’s documentation and declaration to 
any trademark office or court where any proceeding related to the validity of an ASIO trademark is 
pending or any proceeding for which the use of any ASIO trademark is relevant

§ 3 COPYRIGHTS NOTICE, USE OF TRADEMARKS
 1. If the Licensee is publishing selling or distributing an ASIO Driver Compliant Product and/or ASIO 
Compliant Hardware Products or code that is using or is based on parts or all of the Licensed Software 
Developer Kit, the Licensee shall be under an obligation to refer to Steinberg’s copyrights and 
trademarks in the following way:
 a)In case that the Licensee is publishing, selling or otherwise distributing a ASIO Driver
Compliant Product in or with a tangible form, e.g. on DVD or with a printed activation code, 
(herein “boxed product”), and/or in case of ASIO Compliant Hardware Products, the Licensee 
shall display in a visible manner the display "ASIO" and Steinberg’s copyrights notice or the
ASIO compatible Logo and Steinberg’s copyrights notice on the packages and if no package 
is used on the tangible form or ASIO Compliant Hardware Products.
In any other case the Licensee shall display the ASIO compatible Logo and Steinberg's 
copyrights notice on the Licensee's website in the context of the product.
 b) In case the ASIO Driver Compliant Product is published, sold or otherwise distributed without
a tangible form (e.g. download), the Licensee shall display “ASIO” and Steinberg’s copyrights
notice or the ASIO compatible Logo and Steinberg’s copyrights notice in 
 an About Box and/or 
 Startup-/Splash-screen and/or 
 all documentations while at least one of such documentations must always be 
provided in bundled form with the ASIO Driver Compliant Product when the ASIO 
Driver Compliant Product is published, sold or otherwise distributed. 
 c) In any case the Licensee shall include
 the ASIO compatible Logo and Steinberg's copyrights notice on any legal or imprint 
website concerning (among others) at least one website regarding (among others) at 
least one ASIO Compliant Hardware Product and/or ASIO Driver Compliant,
 Steinberg’s copyrights notice or the ASIO compatible Logo and Steinberg’s 
copyrights notice on any document, package, website, advertisement, offer or 
publication that mentions “ASIO”,
 “ASIO” and Steinberg’s copyrights notice or the ASIO compatible Logo and 
Steinberg’s copyrights notice in advertisings as is commercially reasonable; It is e.g. 
commercially reasonable where space is usually sufficiently available, in product 
brochures, on websites offering a product, e.g. for download or sale and always if any 
other third party trademark is displayed or mentioned while it is in most cases not 
commercially reasonable in small advertisements like internet banners or on 
promotional items,
 “ASIO” and Steinberg’s copyrights notice or the ASIO compatible Logo and 
Steinberg’s copyrights notice in all documentation and specification, regardless of the 
media used, such as e.g. manuals or data sheets, 
 “ASIO” and Steinberg’s copyrights notice or the ASIO compatible Logo and 
Steinberg’s copyrights notice on any product website regarding (among others) at 
least one ASIO Compliant Hardware Product and/or ASIO Driver Compliant at least 
one time for every product website, while “ASIO”, ASIO compatible Logo and/or 
Steinberg’s copyrights notice might be displayed only on a subpage to the product 
page linked to the product page and while such subpage might be a specification page,
 if an About Box or a Startup-/Splash-screen exists that includes any reference to 
any third party or third party’s right, “ASIO” and Steinberg’s copyrights notice or 
the ASIO compatible Logo and Steinberg’s copyrights notice in every About Box 
or every Startup-/Splash-screen.
 d) Steinberg's copyrights notice is: ”ASIO is a trademark and software of Steinberg Media 
Technologies GmbH”.
 e) The ASIO compatible Logo artwork and usage guidelines are part of the Licensed Software 
Developer Kit and are supplied by Steinberg in digital format. Licensee will only use the 
ASIO compatible logo as defined in the ASIO compatible Logo artwork and usage guidelines 
and comply with the usage guidelines for the use of the ASIO compatible Logo as supplied by
Steinberg and attached hereto as Annex to this Agreement.
 f) The Licensee warrants that it will not use Steinberg’s ASIO trademarks (meaning any 
Steinberg trademarks containing “ASIO”) and/or “ASIO” with or without additions like in 
“ASIOi” on promotional merchandise, with the exception of demo versions of any of his 
product.
 g) The Licensee warrants that it will not use Steinberg’s ASIO trademarks, “ASIO”, ASIO 
Technology on, or in connection with products obscene, pornographic, excessively violent or 
otherwise in poor taste.
 h) The Licensee warrants not use Steinberg’s ASIO trademarks, “ASIO”, with or without 
additions or the ASIO compatible Logo on or in connection with any product that is not 
compatible with Steinberg’s ASIO technology.
 i) The Licensee is allowed to add to any product name of products that are compatible with 
Steinberg’s ASIO Technology or making use of Licensed Software Developer Kit “ASIO 
compatible”, "for ASIO", “compatible with ASIO” or similar in any language as long ASIO is 
set in regular type and not graphically illustrated or integrated and Steinberg's copyrights 
notice and the ASIO compatible Logo is shown in direct context to such product name.
 j) Licensee warrants not to use “ASIO”, with or without additions like in “ASIOi”, in any other 
form than specified above, especially not include it in a firm or product name related to or 
similar to audio, music and/or software.
 k)During the duration of this agreement Licensee will document its use of Steinberg’s ASIO 
trademarks in an extend and form suitable to prove the genuine use of ASIO in each country 
and territory where Licensee uses ASIO or any ASIO trademark under his own name broken 
down by countries, years and products and upon Steinberg’s request during the duration of the
agreement or up to one year after the end of this agreement provide such documentation 
swiftly together with a signed declaration explaining the form and extend of Licensee’s use of 
ASIO to any trademark office or court where any proceeding related to the validity of a ASIO 
trademark is pending or any proceeding for which the use of any ASIO trademark is relevant. 
As long as Licensee’s ASIO Driver Compliant Products and Licensee’s ASIO Compliant 
Hardware Products including such under prior Steinberg ASIO SDK Licensing Agreement all 
together are used by less than 1000 persons and if less than 500 items of ASIO Compliant 
Hardware Products of Licensee exist Licensee is not under the obligation of §3.1.k). 
 l) To the extend described above and provided that Licensee abides by the term of this 
agreement, Steinberg grants a revocable non-exclusive license to use Steinberg’s ASIO 
trademarks to the Licensee.

§ 4 FEES AND ROYALTIES
This license is non-royalty bearing and the Licensee shall not be obligated to pay to Steinberg any fees or
royalties with respect to the ASIO Interface Technology.

§ 5 LIMITATION OF LIABILITY
 1. Subject to the provisions in the following sub-sections, Steinberg shall only be liable, irrespective of 
the legal grounds, for damages caused by the intentional or grossly negligent conduct of Steinberg, its 
legal representatives, managerial employees or any other vicarious agents. In the case of damage 
caused by the grossly negligent conduct of any other vicarious agents, the liability shall be limited to 
those damages which must typically be expected within the scope of an agreement such as the present 
one. Any further liability other than as permitted under this agreement shall be excluded.
 2. Not applicable.
 3. Not applicable.
 4. Any liability of Steinberg for damages arising from violation of life, body and health, from the 
assumption of a guarantee or from a procurement risk as well as Steinberg's liability for damages 
pursuant to the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
 5. To the extent the liability of Steinberg is excluded pursuant to the subsections of these provisions, this 
shall also apply to the benefit of Steinberg's employees in the event the Licensee files any claims 
directly against them.

§ 6 PRODUCT WARRANTY
 1. Steinberg licenses the ASIO Interface Technology on an "AS IS" basis. Steinberg makes no 
warranties, express or implied, including without limitation the implied warranties of merchantability 
and fitness for a particular purpose, regarding the ASIO Interface Technology or operation and use in 
combination with the Licensee’s program. Neither the Licensee, its employees, agents or Distributors 
have any right to make any other representation, warranty or promise with respect to the ASIO 
Interface Technology.
 2. In no event shall Steinberg be liable for incidental, indirect or consequential damages arising from the 
use, or distribution of the ASIO Interface Technology by the Licensee, whether theory of contract, 
product liability or otherwise. All claims for indemnification for losses by the Licensee itself or by 
third parties shall be excluded.
 3. Steinberg may in its sole discretion discontinue the distribution of the current ASIO Device Driver 
SDK and/or release improved versions of the Licensed Software Developer Kit but offers no 
commitment whatsoever those releases will occur at any time or for anybody.

§ 7 INFRINGEMENT
 1. Steinberg represents and warrants that, as of the date of this Agreement, it is not aware of any claim or
action alleging that ASIO, the ASIO Interface Technology, or the content of the Licensed Software 
Developer Kit infringes any third-party intellectual property right.
 2. Steinberg, however, disclaims any obligation of defense or indemnify of the Licensee or its customer 
with respect to any such claim or action, or otherwise arising out of this agreement. Steinberg shall 
have no liability arising out of any such actual or alleged intellectual property infringement.
 3. The Licensee, however, shall promptly notify Steinberg, in writing, of each such infringement claim 
of which the Licensee becomes aware. Steinberg may defend the Licensee against such claims. In 
such case, the Licensee is obligated to duly support Steinberg’s defense.

§ 8 RELATIONSHIP BETWEEN THE TWO PARTIES
Nothing stated in this Agreement will be construed as creating the relationships of joint ventures, 
partners, principal, agent or whatsoever. The Licensee shall not be entitled to represent Steinberg or to 
make statements on its behalf.

§ 9 TERM AND TERMINATION
 1. The Agreement shall run for an unlimited period.
 2. Steinberg is entitled to terminate this agreement with a 36 months written notice. For the validity of 
the termination it shall be sufficient that Steinberg sends the termination to the last known email 
address of the Licensee.
 3. Steinberg is entitled to terminate this agreement with a 6 months written notice if Steinberg offers a 
new, e.g. amended, ASIO SDK Licensing Agreement. For the validity of the termination it shall be 
sufficient that Steinberg sends the termination to the last known email address of the Licensee.
 4. If the Licensee is in breach of any material obligations set out in this agreement and does not cure 
such breach by Steinberg’s demand within 14 days, Steinberg shall be entitled to terminate this 
agreement immediately. In such a case, this license and all the rights granted to the Licensee herein 
shall immediately cease. For the validity of the demand and the termination it shall be sufficient that 
Steinberg sends the termination to the last known email address of the Licensee.
 5. In case that Steinberg publishes a new version of the Software Developer Kit subject to a separate 
licensing agreement, Steinberg is entitled to terminate this Agreement and any foregoing ASIO SDK 
Licensing Agreement regarding previous versions of the ASIO SDK with a 6 months written notice. 
For the validity of the termination it shall be sufficient that Steinberg sends the termination to the last 
known email address of the Licensee. On Licensee’s request Steinberg will allow the continued use of 
the SDK licensed by this agreement within all versions of ASIO Driver Compliant Product and/or 
ASIO Compliant Hardware Products released by licensee prior to Steinberg’s notice of termination. 
Licensee’s request has to include the ASIO Driver Compliant Product and/or ASIO Compliant 
Hardware Products names, details and version numbers and their release date and documentation 
showing the release prior to Steinberg’s notice.
 6. In case that Licensee has previously entered into an ASIO SDK Licensing Agreement with Steinberg 
such previous agreements are terminated by signature to this agreement.
 7. The right to extraordinary termination for good cause shall remain unaffected.

§ 10 FINAL PROVISIONS
 1. Amendments, supplements and notices of termination of this agreement must be made in writing. The 
rescission of this agreement or an alteration of the requirement of the written form must also be made 
in writing. Subsidiary agreements have not been concluded.
 2. The Licensee declares himself to be in agreement with the use of any personal data obtained through 
this licensing relationship by Steinberg for its own company purposes, and for the purposes of its 
Company Group, within the meaning of the relevant Data Protection laws.
 3. This Agreement is the complete and exclusive understanding between the parties with respect to the 
subject matter hereof. Amendments, supplements and notices of termination of this Agreement must 
be made in writing. The rescission of this Agreement or an alteration to the requirement of the written 
form must also be made in writing.
 4. If any one stipulation of this Agreement should be or become invalid, completely or in part, this shall 
not affect the validity of the remaining stipulations. The invalid stipulations shall be deemed to be 
replaced with a valid regulation which comes as closely as commercially desired possible to the 
purpose originally intended for the ineffective provision; the same shall apply in the case or a 
contractual gap.
 5. Any and all prior ASIO Device Driver SDK Agreements between Steinberg and the Licensee 
regarding previous ASIO Device Driver SDK versions shall be automatically terminated by signing 
this Agreement.
 6. This agreement and the interpretation thereof shall be exclusively subject to the laws of the Federal 
Republic of Germany without the application of the UN Convention on the Sale of Goods (CISG). 
Place of jurisdiction for all disputes is Hamburg. In addition, each party can bring an action against 
the other party at the general place of jurisdiction of the other party.
 7. This agreement does not require a specific form (e.g. recording by a notary).