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Ludeo SDK Licence Agreement

License Agreement - Software Development Kit

This Software Development Kit License Agreement (“Agreement”) is a legally binding contract between you or the entity you represent (“Developer,” “You,” or “Your”) and Ludeo, Inc. (the “Company” or “Ludeo”). By clicking “I Accept,” downloading, installing, or using the Ludeo SDK (as defined herein), You agree to be bound by all terms of this Agreement. If You do not agree, do not download or use the SDK.

Definitions

The following terms have the meanings set forth below throughout this Agreement:

  • “Application” means any video game, software, or digital product into which You integrate the SDK.
  • “Developer Content” means Your video game assets, any content, materials, applications, games, software, code, assets, data, text, images, audiovisual content, trademarks, logos, metadata, and other materials provided, uploaded, submitted, integrated, transmitted, or otherwise incorporated in the Ludeo(s).
  • “Effective Date” means the date on which You click “I Accept” or first access the SDK.
  • “End User” means any person who plays, views, or interacts with a Ludeo(s) distributed through the Platform.
  • “Gameplay Data” means player inputs, behavioral signals, session recordings, telemetry, game setting, game state, and performance metrics captured through the SDK but excluding any personal data, personally identifiable information, device identifiers, user-generated content, or data that could reasonably identify individual users unless expressly agreed otherwise and collected in compliance with applicable privacy laws.
  • “Ludeo(s)” means the Company’s proprietary content format, generated by the Ludeo Software and the SDK that enables a playable recreation of a game scene within a video game.
  • Ludeo Creation Experience means the experience of creating, editing and publishing Ludeo(s), utilizing the Ludeo Software.
  • “Ludeo Software” means the technology, tools and Platform including all associated source code, object code, executable files, updates, upgrades, modifications, enhancements, documentation, and any related tools, applications, or components, whether delivered in tangible or intangible form.
  • “Platform” means Ludeo’s distribution consumer-facing platform for hosting, editing, publishing, browsing, interacting and distributing Ludeo(s), primarily available at https://ludeo.com/, and its related applications, services and APIs.
  • “Play” means a single session during which an End User initiates interaction with Company and remains actively engaged for a minimum of five (5) continuous seconds, as measured by Ludeo’s tracking systems.
  • “Privacy Policy” - the Ludeo Platform privacy policy available at https://ludeo.com/privacy-policy as may be amended from time to time.
  • “SDK” means Company proprietary Software Developer Kit and related explanatory documentation, which may include object code, libraries, tools, sample code, and any upgrades, modifications, updates, additions and copies thereto, and all documentation included with such items, all as to be updated and provided by Ludeo.

Limited License Grant by Ludeo

SDK License

Subject to Your compliance with this Agreement, Ludeo grants You a revocable worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license limited to the following purposes:

  • to integrate the SDK into Your Application solely for the purpose described herein.
  • to use the SDK solely to enable the capture, creation, and publication of Ludeo(s), all in accordance with the terms and conditions herein;
  • to distribute the SDK runtime components solely as embedded within Your Application.

License Restrictions

You may not, and may not permit any third party to act on Your behalf to:

  • Reverse engineer, decompile, or disassemble any portion of the SDK;
  • Modify, copy, create, adapt derivative works of, or extract source code from the SDK except to the limited extent expressly permitted in writing by Company under this Agreement;
  • Use the SDK Platform, Confidential Information, or any output, data, or insights derived therefrom to develop, support, or improve any competing software development kits, competing product or service; or platform services;
  • Remove, obscure or bypass any proprietary notices, security protections, usage limitations, or technical restrictions contained in or associated with the SDK or Platform;
  • Use the SDK in violation of applicable laws, including regulations, sanctions or export control regulations;
  • Access, use, scrape, crawl, monitor, benchmark, or interact with the SDK or Platform through automated means, including bots, scripts, or automated tools, except as expressly authorized in writing by Ludeo; or
  • Permit any third party to access or use the SDK except as expressly permitted under this Agreement.

Reservation of Rights

Company retains and shall exclusively own all right, title, and interest, worldwide, in and to the SDK, the Ludeo Software Platform, all related software, technology, tools, APIs, documentation, specifications, interfaces, algorithms, models, methodologies, know-how, trade secrets, inventions, data, content, materials, improvements, modifications, derivative works, updates, upgrades, enhancements, configurations, and all other technology, products, and services provided, developed, conceived, reduced to practice, or otherwise generated by or on behalf of Company in connection therewith, including all intellectual property rights and proprietary rights therein and thereto, whether existing now or hereafter arising. Company reserves the right to suspend, restrict, or terminate any access, or use of the SDK or Platform at any time in the event of any actual or suspected breach of this Agreement, security concern, misuse, unlawful activity, or other conduct that may expose Ludeo, the SDK, or the Platform to liability, harm, or operational risk.

Except for the limited rights expressly granted under this Agreement, no rights, licenses, or interests, whether express, implied, by estoppel, exhaustion, waiver, or otherwise, are granted to You, and all rights not expressly granted are hereby reserved exclusively by Ludeo.

Developer Warranties and License Grant

You represent and warrant that: (i) You are at least eighteen (18) years of age or the age of legal majority in Your jurisdiction, whichever is greater; (ii) You have the full right, power, and authority to enter into this Agreement on behalf of Yourself or the entity You represent and to bind such entity to this Agreement; and (iii) all registration information provided to Company shall be true, accurate, current, and complete at all times, (iv) You are solely responsible and liable for all access to, use of, and activity occurring under or through Your Application, whether authorized by You or not, including any acts or omissions of Your employees, contractors, agents, affiliates, or other third parties accessing the SDK or Platform for the purposes of this Agreement. (v) You have secured all rights, permissions, consents, licenses, and clearances necessary to grant the foregoing rights to Company and that the Developer Content, and Ludeo’s exercise of the rights granted herein, shall not infringe, misappropriate, or violate any third-party rights or applicable laws.

You hereby grant to Company and its affiliates, service providers, contractors, successors, assigns, distribution partners, platform partners, and sublicensees a worldwide, perpetual (subject to the terms herein), irrevocable, royalty-free, fully paid-up, non-exclusive, transferable, sublicensable license to host, store, cache, reproduce, modify, adapt, translate, format, create derivative works from, publicly perform, publicly display, distribute, transmit, publish, commercialize, make available, and otherwise use the Developer Content, in whole or in part, in any media or format now known or hereafter developed, solely as reasonably necessary to: (i) generate, create, host, publish, operate, distribute, exploit, and make available Ludeo(s) and related services; (ii) operate, maintain, improve, support, develop, market, train, enhance, and promote the SDK, Platform, and related products and services; (iii) promote, market, and advertise the Platform, Ludeo(s), and your Application; (iv) perform analytics, testing, security, fraud prevention, quality assurance, and technical operations; and (v) otherwise fulfill Ludeo’s rights and obligations under this Agreement.

This license shall survive expiration or termination of this Agreement with respect to any Ludeo(s), Gameplay Data, analytics, promotional materials, derivatives, backups, archives, or other materials created, generated, published, distributed, or used prior to such expiration or termination.

Company’s Fees

Fee

no fees shall be charged for the Company’s license hereunder.

Fee Changes

Company may at its sole discretion decide to charge for the license it grants hereunder upon prior written notice to Your email address. Continued access or use of the SDK, Platform or publication of Ludeo(s) following the effective date of such notice constitutes Your acceptance of the updated fee. If You do not agree to any fee modification, Your sole and exclusive remedy shall be to cease publishing Ludeo(s), discontinue use of the Platform and SDK, and terminate this Agreement pursuant to Section 7.

Premium Tools

Company may, from time to time, introduce optional premium SDK features, functionality, or support tiers (collectively, “Premium Tools”). Company may elect to introduce fees for such Premium Tools (the “Premium Tools Fee”) upon prior written notice to Developer email address. Any Premium Tools Fee shall be subject to Developer’s prior written approval, and Developer shall have no obligation to purchase, subscribe to, or use any Premium Tools.

Data Rights & Privacy

Data Architecture

The SDK is designed to collect and transmit anonymous or de-identified gameplay data and the associated audiovisual elements of the Developer Content only and is not intended to collect directly identifying personal information through the SDK functionality itself. Ludeo does not intentionally collect, store, or process Personally Identifiable Information ("PII") through the SDK. All data collected through the SDK is associated with a randomly generated play session identifier and Steam ID number, ("Session ID") that is created at the start of each Play session and used solely to associate inputs, outputs, and behavioral telemetry from that session with one another. Session IDs are not linked by Ludeo through the SDK functionality to any user account, device identifier, IP address, or other persistent identifier by Ludeo, and are not designed to identify any individual End User.

Prohibited Data Transmission

You must not configure your Application to transmit any of the following through the SDK: names, email addresses, phone numbers, government-issued identification numbers, device identifiers (IDFA, GAID, or equivalent), IP addresses, precise geolocation data, biometric data, financial information, health information, or any other data that identifies or could reasonably be used, alone or in combination with other information, to identify a specific individual. You are solely responsible for ensuring that no such information is transmitted to Ludeo through the SDK. Transmission of prohibited data through the SDK constitutes a material breach of this Agreement

Authorized Data Collection

The SDK is authorized to collect the following categories of data, all associated only with the anonymous Session ID: player inputs (controller/keyboard/mouse actions), game state and environment data, session duration and timing, performance metrics, and gameplay outcomes. This data is used by Ludeo for platform analytics, Ludeo generation, Ludeo Models training (subject to Section 5.3), and product security, fraud prevention, debugging, and service optimization purposes.

Your Privacy Obligations

You are responsible for ensuring that Your Application's privacy policy accurately describes the anonymous Gameplay Data collected through the SDK and the use of Session IDs. You must ensure your End Users have been provided with appropriate notice consistent with applicable law. Nothing in this Agreement shall be construed as a representation that Developer's use of the SDK automatically satisfies any privacy, data protection, or consumer protection requirements applicable to Developer or its Application.

Because privacy obligations may vary based on how Developer collects, combines, uses, or processes information, Developer remains solely responsible for determining and complying with all applicable privacy and data protection obligations relating to its Application and End Users.

Data Retention & Deletion

Ludeo retains Session ID-linked Gameplay Data for as long as necessary for the purposes described in Section 4.3. Ludeo may retain aggregated, anonymized, or de-identified data, and any data required to comply with legal, regulatory, security, audit, or internal business requirements. Aggregated, de-identified statistical data derived from your Application's gameplay sessions may be retained indefinitely.

Content Rights & Standards

Content Standards

All Ludeo(s) and Developer Content must comply at all times with Ludeo’s Content Policy (currently available at ludeo.com/content-policy), as may be updated from time to time in Ludeo’s sole discretion. Ludeo reserves the right to remove, suspend, restrict, reject, disable, or refuse to publish any Ludeo, Developer Content, or related material that violates this Agreement, the Content Policy, applicable law, platform requirements, or that may expose Ludeo, its users, partners, or third parties to liability, harm, reputational risk, or regulatory scrutiny.

You represent, warrant, and covenant that: (i) You own or have secured all rights, licenses, permissions, consents, and clearances necessary for the Developer Content and Ludeo(s) and for the exercise of the rights granted under this Agreement; (ii) the Developer Content and Ludeo(s) do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, contractual, or other rights of any third party; (iii) the Developer Content and Ludeo(s) do not contain any unlawful, defamatory, fraudulent, misleading, obscene, harmful, infringing, malicious, or otherwise objectionable material; (iv) the Developer Content and Ludeo(s) comply with all applicable laws, regulations, industry standards, and platform age-rating and content requirements; and (v) the Developer Content and Ludeo(s) do not materially misrepresent gameplay, functionality, features, performance, or user experience.

Moderation

Ludeo reserves the right, at any time and in its sole discretion, to review, monitor, investigate, modify, restrict, suspend, disable, remove, refuse to publish, or permanently delete any Ludeo, Developer Content, account, or related material that Ludeo determines, or reasonably suspects, violates this Agreement, Ludeo’s Content Policy, applicable law, third-party rights, platform requirements, or may otherwise expose Ludeo, its affiliates, partners, users, or third parties to liability, harm, security risks, regulatory scrutiny, or reputational damage, all without prior notice, compensation, or liability to You.

Ludeo Models and Systems

Ludeo(s), Platform features, recommendations, outputs, analytics, and related services may be generated, assisted, enhanced, moderated, optimized, categorized, edited, or otherwise processed through the use of artificial intelligence, machine learning, large language models, automated decision-making systems, computer vision technologies, and other automated technologies developed, licensed, or utilized by or on behalf of Ludeo (collectively, “Ludeo Models”).

You acknowledge and agree that, in connection with the operation, provision, maintenance, support, development, improvement, testing, security, optimization, commercialization, and promotion of the SDK, Platform, Ludeo(s), and related products and services, Ludeo and its affiliates, contractors, service providers, subprocessors, hosting providers, infrastructure providers, AI providers, analytics providers, and other partners may collect, access, process, analyze, reproduce, modify, adapt, store, transmit, display, and otherwise use Developer Content, Gameplay Data, telemetry, metadata, technical logs, interactions, engagement data, prompts, and related information through AI-driven and automated processes for improving the Company’s tools and creating Ludeo(s). Without limiting the foregoing, You expressly acknowledge and consent to Ludeo’s use of such materials and data for purposes of: (i) generating, creating, editing, hosting, distributing, and optimizing Ludeo(s) and playable experiences; (ii) training, testing, validating, improving, and enhancing Ludeo Models , algorithms, and related technologies; (iii) analytics, quality assurance, fraud prevention, moderation, debugging, troubleshooting, and security; (iv) creating aggregated, anonymized, de-identified, statistical, predictive, behavioral, and derivative datasets, models, analytics, and insights.

For the avoidance of doubt, Company shall not use artificial intelligence technologies to modify, alter, generate, or otherwise change the underlying game content, gameplay mechanics, or creative elements of the applicable game, and all gameplay and related content shall remain derived solely from and operate through Developer’s original game engine and content. Without limiting the foregoing, Company shall not, directly or indirectly:

(i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any Developer Content;

(ii) modify, copy, reproduce, adapt, translate, create derivative works of, or extract source code from any Developer Content;

(iii) remove, obscure, disable, or bypass any proprietary notices, legends, security protections, digital rights management mechanisms, or usage limitations embedded in or applied to any Developer Content; or

(iv) use any automated tools, scripts, or technologies, including without limitation artificial intelligence or machine learning systems, to scrape, mine, analyze, replicate, or otherwise process Developer Content in any manner not expressly authorized under this Agreement.

Ownership and Intellectual Property

As between the parties, Developer retains all right, title, and interest in and to Developer Content, including all intellectual property rights therein. Subject to the rights granted under this Agreement, Developer also retains ownership of Gameplay Data to the extent such Gameplay Data constitutes or incorporates Developer Content. Ludeo retains all right, title, and interest in and to the SDK, Platform, Ludeo Software, Ludeo(s) Experience, and any aggregated, anonymized, de-identified, derivative, predictive, analytical, or AI-generated datasets, models, outputs, and insights generated through use of the Platform, provided that such ownership shall not transfer ownership of Developer Content itself to Ludeo.

Feedback

If You provide Ludeo with any suggestions, ideas, enhancements, requests, recommendations, corrections, comments, feedback, or other input relating to the SDK, Platform, Ludeo(s), or related products or services (“Feedback”), You hereby grant Ludeo and its affiliates, successors, assigns, contractors, service providers, and sublicensees a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free, fully paid-up right and license to use, reproduce, modify, adapt, distribute, commercialize, disclose, create derivative works from, exploit, and otherwise utilize such Feedback for any purpose, commercial or otherwise, without restriction, attribution, approval, compensation, or other obligation to You.

Trademark Use

Ludeo may use Your name, logos, trademarks, service marks, and other brand features solely in connection with this Agreement. Without limiting the foregoing, Ludeo may identify You as a customer, developer, partner, or user of the Platform and may use your name, trademarks, logos, game titles, gameplay footage, screenshots, and related materials in connection with the operation (“Developer’s Marks”), marketing, promotion, and commercialization of the SDK, Platform, Ludeo(s), and related services. Notwithstanding the foregoing, You may at any time provide written notice to Ludeo electing to opt out of Ludeo's use rights under this Section. Upon receipt of such notice: (i) if Ludeo has not yet made any use of Your Marks , Ludeo shall refrain from any such use whatsoever; or (ii) if Ludeo has already made use of Developer's Marks, Ludeo shall cease any new or additional use of Developer's Marks following receipt of such notice, provided that Ludeo shall not be required to remove or recall materials already published or distributed prior to receipt of Developer's notice

Third-Party Components

The SDK, Platform, or related services may include, interoperate with, rely upon, or provide access to third-party software, open-source software, APIs, models, hosting services, infrastructure, datasets, tools, libraries, components, plugins, and other technologies (“Third-Party Components”), each of which may be subject to separate terms, licenses, notices, or restrictions. Your use of any Third-Party Components shall be subject to the applicable third-party terms and conditions. Ludeo disclaims all liability arising from or relating to any Third-Party Components to the maximum extent permitted by applicable law.

Term & Termination

This Agreement shall commence on the date You first access, download, install, integrate, or otherwise use the SDK or Platform and shall continue until terminated in accordance with this Agreement (the “Term”).

Ludeo may suspend, restrict, or terminate this Agreement, Your account, or Your access to the SDK, Platform, or any related services at any time, with or without notice, if: (i) You breach this Agreement or any applicable policies; (ii) Ludeo reasonably suspects fraud, abuse, unlawful conduct, security issues, or unauthorized activity; (iii) required by law, regulation, court order, platform provider, or governmental authority; or (iv) Ludeo determines that Your use of the SDK or Platform may expose Ludeo, its affiliates, users, partners, or third parties to liability, harm, operational risk, or reputational damage.

You may terminate this Agreement at any time by ceasing all use of the SDK and Platform, deleting all copies of the SDK in Your possession or control, and discontinuing publication and use of all Ludeo(s).

Upon expiration or termination of this Agreement: (i) all rights and licenses granted to You under this Agreement shall immediately terminate; (ii) You shall immediately cease all access to and use of the SDK, Platform, and related services; (iii) You shall delete or destroy all copies of the SDK and any related Confidential Information in Your possession or control, except as otherwise expressly permitted by Ludeo in writing; and (iv) any accrued payment obligations and other obligations intended by their nature to survive shall remain in full force and effect.

Termination or expiration of this Agreement shall not limit any rights or remedies available to Ludeo at law, in equity, or otherwise. Without limiting the foregoing, Sections relating to intellectual property, ownership, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, Ludeo Models, Gameplay Data, dispute resolution, and all provisions which by their nature are intended to survive shall survive any expiration or termination of this Agreement.

Company’s Disclaimer of Warranties

THE SDK, PLATFORM, LUDEO(S), LUDEO MODELS, GAMEPLAY DATA, AND ALL RELATED PRODUCTS, SERVICES, CONTENT, FEATURES, FUNCTIONALITY, OUTPUTS, MATERIALS, AND TECHNOLOGY ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUDEO AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, PARTNERS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, QUALITY, PERFORMANCE, COMPATIBILITY, QUIET ENJOYMENT, OR THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, LUDEO DOES NOT REPRESENT OR WARRANT THAT THE SDK, PLATFORM, LUDEO(S), LUDEO MODELS, OR RELATED SERVICES WILL: (I) OPERATE WITHOUT INTERRUPTION, ERROR, BUGS, VIRUSES, OR HARMFUL COMPONENTS; (II) MEET YOUR REQUIREMENTS, EXPECTATIONS, OR BUSINESS OBJECTIVES; (III) BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, GAME, APPLICATION, PLATFORM, OR ENVIRONMENT; (IV) BE SECURE, ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR (V) RESULT IN ANY PARTICULAR LEVEL OF ENGAGEMENT, TRAFFIC, REVENUE, PERFORMANCE, OR COMMERCIAL SUCCESS.

LUDEO SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY SERVICES, OPEN-SOURCE SOFTWARE, PLATFORM PROVIDERS, HOSTING PROVIDERS, AI MODELS, OR THIRD-PARTY COMPONENTS USED IN CONNECTION WITH THE SDK OR PLATFORM.

YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SDK, PLATFORM, LUDEO(S) LUDEO MODELS, GAMEPLAY DATA, AND RELATED SERVICES IS AT YOUR SOLE RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUDEO AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, PARTNERS, AND SUPPLIERS SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, CONTENT, GAMEPLAY DATA, USE, OPPORTUNITY, ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SDK, PLATFORM, LUDEO(S), LUDEO MODELS, GAMEPLAY DATA, OR RELATED SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUDEO’S TOTAL CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SDK, PLATFORM, LUDEO(S), LUDEO MODELS, GAMEPLAY DATA, OR RELATED SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PUBLISHING FEES ACTUALLY RECEIVED BY LUDEO FROM YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

You shall defend, indemnify, and hold harmless Ludeo, its affiliates, licensors, partners, successors, assigns, and each of their respective officers, directors, shareholders, managers, members, employees, contractors, representatives, agents, and service providers (collectively, the “Ludeo Indemnified Parties”) from and against any and all third party claims, demands, actions, suits, proceedings, investigations, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses of any kind, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) Your breach or alleged breach of this Agreement or any representations, warranties, or obligations hereunder; (b) the Developer Content, Ludeo(s), Gameplay Data, Your Application, or any content, materials, data, or technology provided, uploaded, transmitted, processed, or made available by or on behalf of You, including any claim that any of the foregoing infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, contractual, or other rights of any third party; (c) Your Application, products, services, business operations, End Users, or data collection, processing, storage, sharing, security, or privacy practices; (d) Your violation of any applicable law, regulation, platform requirement, industry standard, or third-party terms; (e) Your misuse of the SDK, Platform, Ludeo(s), AI Systems, Gameplay Data, or related services; or (f) any dispute between You and any third party, including End Users, customers, publishers, platform providers, or rights holders.

Ludeo shall provide prompt written notice of any claim for which it seeks indemnification, provided that any failure or delay in providing such notice shall not relieve You of Your indemnification obligations except to the extent You are materially prejudiced thereby. Ludeo reserves the right, at its own expense, to participate in the defense of any such claim with counsel of its own choosing. You shall not settle or compromise any claim in any manner that admits liability or wrongdoing by, imposes any obligation on, or adversely affects any Ludeo Indemnified Party without Ludeo’s prior written consent, which may be withheld in Ludeo’s sole discretion.

Confidentiality

“Confidential Information” means any non-public information disclosed by one party to the other, whether orally, visually, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances of disclosure, including without limitation SDK internals, source code, APIs, technical documentation, product roadmaps, pricing, customer information, analytics, business and marketing plans, and other proprietary information of either party

Each party shall hold the other party’s Confidential Information in strict confidence and shall not disclose, use, copy, or permit access to such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

The obligations set forth in this Section shall not apply to information that the receiving party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party’s Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors, advisors, and affiliates who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those contained herein.

The confidentiality obligations under this Agreement shall survive termination or expiration of the Agreement for a period of five (5) years; provided, however, that with respect to any trade secrets, such obligations shall survive for so long as such information remains protected as a trade secret under applicable law.

Governing Law & Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement, shall be resolved exclusively by final and binding arbitration administered by JAMS in Los Angeles, California, in accordance with its applicable commercial arbitration rules.

Each party agrees that any claims arising out of or relating to this agreement shall be brought solely in such party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general action or proceeding. each party expressly waives any right to participate in or recover relief under any class, collective, consolidated, or representative action.

Notwithstanding the foregoing, Ludeo shall have the right to seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy any actual or threatened unauthorized use, disclosure, or infringement of its intellectual property rights or Confidential Information. In consideration of the access and licenses granted to Developer hereunder, and acknowledging that Ludeo's business model depends on the integrity of its platform and the predictability of its remedial framework, Developer hereby waives any right to seek injunctive or equitable relief against Ludeo, except where such waiver is expressly prohibited by applicable law and agrees that its sole remedies with respect to any claims arising under or relating to this Agreement shall be limited to monetary damages, if any, if any, subject to the limitations of liability set forth herein; provided, however, that nothing herein shall limit Developer's right to seek injunctive relief solely to compel Ludeo to comply with its express confidentiality obligations under Section 11 with respect to Developer's own Confidential Information .

General Provisions

Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, representations, and communications, whether oral or written, relating to the SDK, Platform, and related services.

Amendments. Ludeo may modify or update this Agreement from time to time upon at least thirty (30) days’ prior notice to Developer, which may be provided electronically, including through the Platform or by email. Notwithstanding the foregoing, any material changes affecting pricing, payment obligations, ownership rights, data usage rights, or the scope of rights granted under this Agreement shall require Developer’s acceptance before becoming effective. If Developer does not agree to the updated Agreement, Developer must discontinue use of the SDK and Platform prior to the effective date of the update.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

Assignment. Developer may not assign, delegate, or otherwise transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without Ludeo’s prior written consent, and any attempted assignment in violation of the foregoing shall be null and void. Ludeo may freely assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets.

Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond such party’s reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, cyberattacks, or interruptions in third-party services or infrastructure.

Notices. All legal notices under this Agreement shall be provided in writing and deemed given when sent by email to: (i) in the case of Ludeo, at legal@ludeo.com; and (ii) in the case of Developer, to the email address associated with Developer’s account or otherwise provided to Ludeo in writing. Notices shall be deemed received on the date transmitted, provided no delivery failure notice is received

Acceptance

By clicking “I Accept” on the Ludeo SDK download page, or by downloading, installing, or using the SDK, You acknowledge that You have read, understood, and agreed to be bound by this Agreement on behalf of Yourself or the entity You represent. No additional signature is required for this Agreement to be binding.