Loupedeck Software Licence Agreement
This Agreement governs your use of Loupedeck software. Before installing any Loupedeck software, please read carefully the terms laid out in this software licence agreement (“Agreement”). This is a legal and binding agreement between you (as an individual or as agent/representative of a company) and LoupeDeck Oy (having its principal place of business at Museokatu 8, 00100 Helsinki, “Loupedeck”). In addition to this Agreement, Loupedeck’s other terms governing the use of Loupedeck products and services, including their respective privacy statements, may apply to your relationship with Loupedeck.
This Agreement shall apply to your use of software in Loupedeck’s products and services for your personal, non-commercial purposes, as well as to your use of Loupedeck’s software development kit (“SDK”) and other licenced material as a developer. You can use the SDK only in case you are already legally using the software on your computer. If you use the SDK and other licenced material that comes with the licensed software, sections 7 – 9 and 16 shall apply to you in addition to and precede the terms included in the section 5 of this license.
This Agreement will come into force when you have explicitly (by clicking ‘accept’) accepted the terms to this Agreement.
You may not use the Software and any Licensed Material and may not accept this Agreement if you are not of legal age to form a binding contract with Loupedeck, or you are a person barred from using or receiving the Licensed Material or any part thereof under applicable laws.
If you are an individual acting as an End-User (“End-user”) of the Software, you warrant that you are agreeing to the terms of this Agreement for the purposes of your personal, non-commercial use.
If you are an individual acting as a developer, you warrant that you are agreeing to the terms of this Agreement for the purposes of your independent interests. You are fully responsible for your actions and Developer Created Content towards your own customers and end-users.
If you are an individual representing an entity, you acknowledge that you have the appropriate authority to accept this Agreement on behalf of such entity. You acknowledge that such entity is legally bound by this Agreement and you agree to act in a manner consistent with this Agreement. In case the entity you represent should not be legally bound by this Agreement, you shall instead be held legally bound by this Agreement the extent permitted under applicable laws.
If you are unable to comply with the current or any future version of this Agreement, you must immediately cease all use related to the Licensed Material, Developer Created Content or any other material related to this Agreement, and delete all such material in your possession.
In this Agreement, each of the following expressions have the following meanings, except where the context otherwise requires.
“Developer” means a person who on its own behalf or on behalf of a legal entity as well as such legal entity by itself uses the Licensed Material by virtue of and under this Agreement.
“Developer Created Content” means the plugins that a Developer creates using the Loupedeck SDKs, or any of the Licensed Material. Plugins are add-ons that can perform adaptation between Loupedeck Service Software and host application or host system, or independent applications running as a plugin with Loupedeck Service Software.
“End-User” means user of Loupedeck’s Services.
“Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Loupedeck reserves all rights not expressly granted to you.
“Licenced Material” means any and all objects of intellectual property and other information made available to you by Loupedeck to fulfill this Agreement. This includes but is not limited to the Loupedeck SDK, Loupedeck Content, Loupedeck Marks, software developer kit and any other software, documentation, materials or data.
“Loupedeck” means LoupeDeck Oy, a Finnish limited liability company and its subsidiaries and affiliates.
“Loupedeck API” means the Loupedeck Application Programming Interface.
“Loupedeck SDK” means the Loupedeck Application Programming Interface, Loupedeck Plug-in SDK library , ease-of-use tools for developing the plug-in and the related documentation, data, code and other materials provided by Loupedeck with the SDK, as updated from time to time.
“Loupedeck Content” means any data or information made available to you through the Loupedeck SDK, Developer Program or by any other means authorised by Loupedeck, and any copies and derivative works thereof.
“Software” refers to Loupedeck service software and the third-party plug-ins included in the installer. The Software is designed to be used simultaneously with a physical control surface for the purpose of controlling a compatible third-party software.
“Loupedeck Marks” means the Loupedeck name, trademarks, or logos that Loupedeck makes available to you.
“Services” means Loupedeck websites, applications and other offerings that use the Loupedeck SDKs or otherwise use the Licensed Material.
Any use of the Software shall be in accordance with this Agreement, as well as reasonable instructions and limitations which may be issued from time to time by Loupedeck. Immediately upon accepting the terms to this Agreement, Loupedeck grants you a revocable, non-exclusive, non-transferable and limited right to use the Software for personal use.
Except as permitted by applicable laws, you may not:
- decompile, reverse-engineer, translate, attempt to determine the source code of, and/or disassemble the Software;
- copy, alter or create derivative works of the Software;
- remove, conceal or distort any proprietary notices on the Software; and
- use the Software to create a product sold for commercial purposes, or
- otherwise competitive or non-competitive purposes.
- use any other hardware controller besides the Loupedeck control surface for the Software.
You are solely responsible for any third-party software or hardware products used in conjunction with the Software and making sure you comply to the licencing terms and conditions provided therein.
This section shall apply if you have received a beta version of the Software and/or plugin and/or any version of the Software that is not yet released for commercial use (“Beta Software”), and shall supersede any contradicting section within this Agreement. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE BETA SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY KIND OF WARRANTY LIABILITY OBLIGATIONS PERMITTED TO THE FULLEST EXTENT BY APPLICABLE LAW. BY INSTALLING AND USING THIS BETA SOFTWARE YOU ASSUME ALL RISKS RELATED TO THE BETA SOFTWARE. LOUPEDECK IS NOT LIABLE FOR ANY SYSTEM FAILURES OR MALFUNCTION, LOSS OF PHOTOS OR DATA, MALFUNCTION OF THIRDPARTY PRODUCTS AND/OR SOFTWARE.
You acknowledge and accept that the Beta Software is not representative of the final Software released for the public. You accept that the Beta Software might contain errors and bugs that could possibly interfere with your operating system and third-party software/devices. Loupedeck reserves the right to make any changes, no matter how minor or major, to the Beta Software before its public release.
You acknowledge and accept that any feedback or improvement suggestions given by you in regards to the Beta Software will be the property of Loupedeck and you have no right to receive any interest or payment for its implementation to the final Software.
It is not permitted for you to licence, sell, disclose parts of, or transfer the Beta Software in any manner to individuals or companies without Loupedeck´s express permission.
To improve Software updates and product development, the Software may collect de-identified technical data that we process in an anonymous manner (“Telemetry Data”) from your computer, the Loupedeck product(s) and the Software. This Telemetry Data is connected uniquely to a technical identifier and includes, but is not limited to, technical information about your operating system (e.g. OS type, language and version), Software information (e.g. version, Software mode, information on plugin use), which Loupedeck product is being used, daily usage rates, user country, diagnostic data after a software crash, etc. This Telemetry Data is stored in a secure manner by Loupedeck. The Software and Loupedeck do not collect, process or store any Telemetry Data that is considered personal data without your explicit consent.
By entering into this Agreement, or by using the Software, you shall acknowledge and agree to the collecting of such Telemetry Data by Loupedeck and the Software. If at any point we would connect Telemetry Data to your user account, we will ask your explicit consent before doing so. Please refer to our Privacy Statement for information on how we collect and use personal data in connection with our products and services.
Any use of the Licensed Material shall be in accordance with this Agreement, as well as reasonable instructions and limitations which may be issued from time to time by Loupedeck. Immediately upon accepting the terms to this Agreement, Loupedeck grants you a revocable, non-exclusive, non-transferable and limited right to
- Use the Loupedeck SDKs to create plugins, icon packs and other content for Loupedeck products, subject to the terms of this Agreement and in particular in section 10 (“Developer Created Content”);
- Copy and display Loupedeck SDKs, Loupedeck Content and Loupedeck Marks only to the extent necessary to fulfill the terms of this Agreement;
- Modify Loupedeck Content only to the extent required to format it for display on your Developer Created Content;
- Use and display Loupedeck Marks, solely to attribute Loupedeck’s offerings as the source of Loupedeck Content and/or for the purpose of promoting or advertising that you use the Loupedeck SDKs.
The Licensed Material are licensed and not sold to you. No other rights are granted.
Potential changes to Loupedeck’s Licensed Material
Loupedeck may automatically update and change the Licensed Materials. Accordingly, the system requirements to use the Licensed Materials may change over time. This Agreement shall apply to all such updates and changes of the Licensed Materials. However, Loupedeck has no obligation to provide you with future updates, new versions or other enhancements of the Licensed Materials.
Loupedeck may, in its sole discretion, discontinue to provide, update or otherwise enhance the Licensed Materials, and/or make backwards incompatible changes to the Licensed Materials that may affect the functionality of your Developer Created Content.
We will use commercially reasonable efforts to continue to operate the old Loupedeck SDK features for as long as we deem it fit.
Loupedeck may use or provide in connection with the Licensed Material certain third-party licenses, integrations, technology and/or material which are subject to applicable third-party licenses and other terms and conditions. You agree and commit to comply with any such third-party license and other terms and conditions.
Loupedeck has made available a list of third-party licenses and other terms and conditions that are used or provided in connection with the Licensed Material on Loupedeck’s website at loupedeck.com/software-licence-agreement. You warrant that you have reviewed and agreed to such third-party licenses at the time of agreeing to the terms of this Agreement and will further review, agree to and commit to comply with any new or modified licenses or other terms on Loupedeck’s website at loupedeck.com/software-licence-agreement within the timeframe notified of by Loupedeck.
When you are using third party content, you warrant that you understand and agree to the following:
- all that you may access through a third party are the sole responsibility of the person or legal entity from which they originated;
- third party content may be protected by intellectual property rights which are owned by the providers;
- your use of third party content may be regulated by separate terms or licenses between you and that third party and these terms may put further restrictions to your activities, rights and obligations;
- Loupedeck is not responsible and will not be held responsible by you for any loss or damage that you may experience as a result of the use or access to any third party content.
You represent and warrant that your use of and all actions in connection with or related to the Licensed Material, Loupedeck and Loupedeck Services are at all times in accordance with this Agreement.
You may not use any of the Licensed Materials in any way that is not expressly allowed in this Agreement. For example, you may not:
- copy, modify, decompile, reverse-engineer, derive the source code of, create derivative works of or remove proprietary notices from the Licensed Material for other purposes than creating Developer Content in accordance with this Agreement (except to the extent as allowed by applicable third-party licenses)
- interfere with the functionalities of the Licensed Material or bypass any software protections or monitoring mechanisms;
- interfere with the APIs, the servers or networks providing the APIs;
- negatively impact other users’ experience;
- change Loupedeck’s terms of service, policies or any links or notices of those terms;
- distribute, license or otherwise make available Licensed Materials to third parties; or
use the Licensed Material for or in connection with any illegal, unauthorized or other improper purposes, including where:
- the use or failure of the APIs could lead to personal injury;
- the use or failure of the APIs could lead to environmental damage;
- the use of the APIs involves processing or storing any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
The restrictions and limitations of use do not apply to activities that are expressly allowed in this Agreement, required by applicable third-party licenses, required by applicable laws or activities that Loupedeck has given a prior written consent for.
Use of Loupedeck Marks
You agree to display any attribution(s) or Loupedeck Marks in accordance with this Agreement. You shall not remove or alter any proprietary notices or Loupedeck Marks on the Licensed Material.
You may use Loupedeck Marks, in accordance with section 7 of this Agreement, to promote your Developer Created Content in accordance with the following conditions:
- the purpose and use of Loupedeck Marks is restricted to promoting your Developer Created Content;
- there must exist a clear distinction in the use of Loupedeck Marks that you are not affiliated with Loupedeck;
- there must not be any implications of association with Loupedeck in the use of Loupedeck Marks; and
- there must be a clear differentiation between your and Loupedeck products and services.
Restrictions to the use of Loupedeck Marks
The Loupedeck Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. You may not create any derivative works of the Loupedeck Marks or use the Loupedeck Marks in a manner that suggests endorsement, sponsorship, or association with Loupedeck. You will not otherwise use business names and/or logos in a manner that can mislead or confuse users of your services or Loupedeck’s Services. All use of the Loupedeck Marks and all goodwill arising out of such use, will inure to Loupedeck’s benefit. You shall not use the Loupedeck Marks without Loupedeck’s prior consent except as expressly authorized in this Agreement.
You can only create Developer Created Content for purposes that are permitted by this Agreement. The Developer Created Content must be permitted by and comply with any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
You have sole and full responsibility of the content and legal compliance of your Developer Created Content.
You represent and warrant to Loupedeck that:
- any Developer Created Content submitted to Loupedeck is your own work developed by using the Licensed Material;
- the use of any intellectual property rights of the Developer Created Content does not infringe any intellectual property rights or any other rights of third parties;
- if the Developer Created Content uses licensed software then it and using it is compliant with any applicable restrictions from the licenses;
- the Developer Created Content is free and clear of any other software licenses that would restrict the licensing, distribution, communication or otherwise making available of Developer Created Content; and
- the Developer Created Content is compliant with this Agreement.
You are solely responsible for any Developer Created Content that is in breach of your obligations under this Agreement, any applicable third-party contract or other terms, or any applicable law or regulation (including relevant privacy regulations), and for the consequences of any such breach.
Your responsibility towards your End Users
You are solely responsible towards your End Users for availability, technical and other support, content, legal compliance and all other features related to or in connection with your Developer Created Content. You agree that Loupedeck has no obligation to provide you or End Users with any support, including technical support, regarding Developer Created Content.
Developer Created Content Prohibitions
You represent and warrant to Loupedeck that:
- the Developer Created Content do not contain viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Developer Created Content is not unlawful or otherwise offensive, and
- the Developer Created Content is not developed and cannot be used for illegal, unauthorized or other improper purposes, including, if applicable, purposes that are not protected by rights to free speech of the relevant jurisdictions.
Technical requirements related to your Developer Created Content
You may not design and distribute your Developer Created Content and any software required to use your Developer Created Content in manner that alters or interferes with the normal operation of the Loupedeck hardware or software. You may not to commit any act intended to interfere with the normal operation of the Loupedeck hardware or software, or provide software to Loupedeck users or developers that would induce breach of any Loupedeck agreements or that contains malware, viruses or other malicious code.
Loupedeck retains ownership over the Software and therefore owns the copyright and other intellectual property rights therein. The Software is protected by copyright laws and international copyright treaties, in addition to any other associated intellectual property laws and international treaties.
Unless otherwise expressly agreed between you and Loupedeck, this Agreement shall not affect either one’s intellectual property rights or any other rights existing prior to the execution of this Agreement.
Licensed Material, Loupedeck Services and other Loupedeck property
All rights, copyright and other intellectual property rights, title and interest in and to the Licensed Material and/or Loupedeck Services or related to the infrastructure of those, any development or know-how, whether registrable or not, in connection with the Licensed Material, Loupedeck Services and this Agreement shall belong and remain worldwide the property of the Loupedeck and/or its licensors or other third parties, and are subject to the respective national and international laws.
Developer Created Content
You retain all intellectual property rights to your Developer Created Content.
When creating Developer Created Content, you’re responsible for ensuring that your Developer Created Content meets all the requirements described in this Agreement. Loupedeck agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using the SDK (Developer Created Content).
LOUPEDECK DENIES ALL WARRANTIES REGARDING TO THE LICENCED MATERIAL TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS.
BY ACCEPTING THE TERMS TO THIS AGREEMENT YOU ACKNOWLEDGE THAT THE LOUPEDECK SDK IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE BASIS” AND BY USING THE SDK YOU ASSUME ALL RISKS RELATING TO THE INSTALLATION AND USE OF THE SDKS. YOU UNDERSTAND AND ACKNOWLEDGE THAT LOUPEDECK DOES NOT WARRANT THAT THE SDK WILL BE ERROR- AND BUG-FREE, AND THAT THE FUNCTIONALITIES WITHIN SDK MEET YOUR REQUIREMENTS.
LOUPEDECK FURTHER 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 REGARDING LICENCED MATERIAL.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, UNDER NO CIRCUMSTANCES SHALL LOUPEDECK, ITS RETAILERS, ITS PARTNERS, OR ANY OTHER AFFILIATES, BE LIABLE FOR ANY INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF PHOTOS OR DATA (INCLUDING BUT NOT LIMITED TO PERSONAL DATA), SYSTEM FAILURE OR MALFUNCTION, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES INCURRED BY YOUR ABILITY OR INABILITY TO ACCESS OR USE THE LICENCED MATERIAL.
You are solely responsible for implementing steps to safeguard incidents where photos or data is lost.
Loupedeck may be held liable under this Agreement only for damages caused by Loupedeck’s gross negligence or wilful misconduct.
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THE AGREEMENT IS LIMITED TO TEN (10) EUROS. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You understand and agree that Loupedeck will not in any way be liable nor responsible for Developer Created Content. This includes but is not limited to the use of Developer Created Content and any possible damages thereof.
You agree to indemnify, defend and hold harmless, to the maximum extent permitted by applicable laws, Loupedeck, its subsidiaries, affiliates, officers, agents, co-branders, other partners, directors, affiliates and employees from and against any and all claims, judgements, adjudications, suits, actions, demands, damages, costs, liabilities, expenses (including attorneys’ fees), judgments, settlements and penalties of every kind which arise out of or are incurred in connection with (i) any breach by you of this Agreement, including but not limited to your breach of the warranties and agreements contained in this Agreement, (ii) your use of the Licenced Material, (iii) any violation of third party rights caused in connection of using Licenced Material by you or (iv) any licensing, distribution, communication or otherwise making available of applications that you develop using the Licenced Material or (v) in particular claim that Loupedeck’s use of Developer Created Content infringes intellectual property rights of a third party.
Developer shall have no obligation to indemnify Loupedeck under this Section to the extent the infringement arises from (i) the Loupedeck Content, (ii) specifications provided by Loupedeck or its agents; (iii) derivative works of the Developer Created Content created by Loupedeck, (iv) use of the Developer Created Content in combination with non-Loupedeck third party products, including hardware and software, (v) modifications or maintenance of the Developer Created Content by a party other than Developer, or (vi) misuse of the Developer Created Content.
In the event of any breach, violation or infringement of this Agreement, Loupedeck has a right, in its sole discretion and to the extent it considers appropriate, to limit, restrict, prohibit or revoke your right to use the Licensed Material, Loupedeck Services and/or any other rights granted to you with this Agreement and may, in its sole discretion, terminate any and all other agreements between you and Loupedeck.
In addition Loupedeck may, in its the sole discretion, remove any Developer Created Content from its platforms or require you to immediately remove or have removed from any other platform any Developer Created Content that infringes the terms of this Agreement or any other terms as agreed between you and Loupedeck.
This Agreement is valid until Loupedeck or you choose to terminate it.
If you act as a Developer and want to terminate this Agreement, you may do so by ceasing your use of the Licenced Material. Loupedeck may terminate this Agreement at Loupedeck’s discretion by providing a reasonable notice to you, if possible. In addition, if you do not comply with the terms of the Agreement, the Agreement will be terminated automatically and immediately.
Upon termination, you must immediately uninstall the Software and immediately cease all use of the Licensed Material and delete any instances of the Licensed Material from your computer or other electronic device. Consequently, Loupedeck has a right, at its sole discretion, to remove or have removed any Developer Created Content from its platforms or any other platforms.
You agree and accept that SDK may be subject to import and export laws or regulations of any country, including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). You agree to comply with such laws and regulations and acknowledge that You will not download or otherwise export or re-export Loupedeck SDK or any related technical data directly or indirectly in a manner that is in violation of, or used for any purposes prohibited by such laws and regulations.
Loupedeck is entitled to assign this Agreement or its rights and obligations hereunder to its affiliate company and/or to a third party to whom the business subject to this Agreement is transferred.
This Agreement remains in force from time to time and Loupedeck may make changes to the Agreement by notifying you electronically, for example as it distributes new versions of the Software and the SDK. When these changes are made, Loupedeck will make a new version of the Agreement available for example on the Software download package and/or on our website. By continuing to use the Software after notification, you are considered to have accepted the updated terms.
Loupedeck reserves the right to make material changes to the terms governing the license of the Software to comply with regulation or for commercially justified reasons, such as due to changes to the availability of the services, need to modify the services, or other similar reasons.
The Licensed Material and Loupedeck Content are made available to you on an “as is” basis from time to time and Loupedeck reserves to right to make changes to their availability and offering, including ceasing and terminating their availability.
This Agreement constitutes the entire agreement between you and Loupedeck with respect to the subject matter hereof and supersedes all prior agreements, proposals, undertakings, and other representations and communications between you and Loupedeck.
A failure of Loupedeck to insist upon the performance of any or more of the Agreement or conditions of this Agreement or a waiver of any term or condition of this Agreement will not be deemed to be a waiver of any rights or remedies Loupedeck may have in subsequent similar situations.
If it is found that any of the Agreement terms is illegal or otherwise unenforceable, the term shall not affect the legality or enforceability of this Agreement as a whole, and the term shall be severed from this Agreement.
This Agreement is governed by Finnish law excluding its choice of law provisions and principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Should any other mandatory legislation and/or regulation, limit or restrict the content and/or applicability of this Agreement, this Agreement and any limitations of liability of Loupedeck therein shall apply to the maximum extent permitted by such law.
All disputes and controversy are aimed to be resolved amicably through mutual negotiations between you and Loupedeck. If mutual understanding is not reached, you and Loupedeck have a right, at any time and regardless of the duration or nonexistence of mutual negotiations, to submit all dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, if you are an individual, to the courts of Helsinki, or if you are an agent/representative of a company, to arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration tribunal shall consist of one (1) arbitrator. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English but evidence may be submitted and witnesses heard also in Finnish. The arbitration award shall constitute a final resolution of the matter. The arbitration and award shall be confidential and thus both you and Loupedeck agree to keep them confidential from any third parties.
Notwithstanding the aforementioned, Loupedeck can apply to any competent judicial authority for injunctive relief and/or any interim measures for protection, and this shall not be considered an infringement or a waiver of the arbitration agreement.