1.1. “Loupedeck” means Loupedeck Oy, having its principal place of business at Museokatu 8, 00100 Helsinki, Finland.

1.2. “Developer” or “You” means the individual or entity who is using Licensed Materials or creating Developer Content.

2.1. “Agreement” means this Loupedeck Marketplace Developer Agreement between Loupedeck and you and governs the terms and conditions under which you authorize Loupedeck to market your Digital Products to End-users on Loupedeck Marketplace.

2.2. “Content” means Digital Products and Digital Products Information.

2.3. “End-User” means an individual or entity using Loupedeck Marketplace to acquire Digital Products.

2.4. “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.

2.5. “Developer Created Content” or “Developer Content” means the Digital Products that a Developer creates using the Loupedeck SDKs, or any of the Licensed Material, or that you otherwise make available on the Loupedeck Marketplace. Digital Products are add-ons that can perform adaptation between Loupedeck Service Software and host application or host system, or independent applications running as a Digital Product with Loupedeck Service Software.

2.6. “Licensed Material” means the Loupedeck Content, the Loupedeck API, the Loupedeck SDK, and the Loupedeck Marks. 

2.7. “Loupedeck Affiliate” means any subsidiary and/or associated companies of Loupedeck.

2.8. “Loupedeck Product” means any software program or service made available by Loupedeck.

2.9. “Loupedeck Account” means an account which has a unique username and password and through which you have access to Loupedeck Marketplace.

2.10. “Loupedeck Marketplace Approval Guidelines” are the Guidelines governing the requirements for Digital Products to be made available within Loupedeck Marketplace, available here.

2.11. “Loupedeck API” means the Loupedeck Application Programming Interface.

2.12. “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.

2.13. “Loupedeck SDK” means the Loupedeck Application Programming Interface, Loupedeck Plug-in SDK library, SDK documentation, code examples, 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.

2.14. “Initial Availability Date” is the date when you first upload your Digital Product to Loupedeck Marketplace.

2.15. “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.

2.16. “Loupedeck Marketplace” means any platform operated by Loupedeck or a Loupedeck Affiliate on which Loupedeck or a Loupedeck Affiliate markets Digital Products for Loupedeck Products, including the website https://marketplace.loupedeck.com/ and/or any other website or other platform, whether named “Loupedeck Marketplace” or otherwise.

2.17. “Personal data” means any information relating to an identified or identifiable natural person.

2.18. “Digital Products” means any plugin, profile, icon pack, sound pack, stream overlay, emotes or badges, or presets and styles or any other digital product for a Loupedeck Product that you make available on Loupedeck Marketplace or that you otherwise deliver to Loupedeck for this purpose in accordance with this Agreement, including any Updates (as defined below).

2.19. “Digital Products Information” means the description under section 4.4 of this Agreement.

2.20. “Digital Products Materials” means the description under 4.4 of this Agreement.

3.1. This Agreement applies to any Developer Content you create.

3.2. 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.

4.1. You must submit all Digital Products in accordance with the Loupedeck SDK and the Loupedeck’s Marketplace Approval Guidelines available on the Loupedeck Developer Portal. 

4.2. You are responsible for providing accurate Digital Products Information. If any Digital Product Information is inaccurate or needs to be updated or modified, you will promptly provide Loupedeck with corrections, updates, or modifications.

4.3 The express terms and conditions of this Agreement will prevail in the event of any direct conflict with the Marketplace Digital Product Approval Guidelines or such included (or referenced) terms, but only with respect to the subject matter of this Agreement. If the Marketplace Digital Product Approval Guidelines or the Loupedeck SDK are updated by Loupedeck, you will ensure that all your Content complies with the updated Marketplace Digital Product Approval Guidelines and SDK as soon as reasonably possible. After sixty (60) days, Loupedeck reserves the right to immediately remove any non-compliant Digital Products at no liability to Loupedeck.

4.4. When making a Digital Product available on Loupedeck Marketplace you must provide details pertaining to the Digital Product comprising the following information and materials: (a) Digital Product title, tags / category, name(s) of Developer(s), description, icon, logo or banner images, and any other information related to your Digital Products that Loupedeck requires; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos, and other descriptive or identifying information and materials associated with you or a particular Digital Product that you wish to appear in connection with your Digital Product and that you have the right to use (“Digital Product Materials“); and (c) any Developer EULA (defined below in section 7).

4.5. Digital Content binaries shall always be hosted by the Loupedeck Marketplace. In case that your Digital Content uses any cloud-hosted services for its functionality, you are responsible to ensure that your Digital Content complies with any applicable service providers’ license terms.

4.6. You will ensure that all Developer Content complies with this Agreement, including Loupedeck Marketplace Approval Guidelines. 

4.7. Inclusion of a Digital Product in the Loupedeck Marketplace does not relieve you of responsibility to ensure that your Digital Product complies with this Agreement and any applicable laws and regulations.

4.8. Loupedeck maintains sole discretion to determine all features and operations of Loupedeck Marketplace. You acknowledge that Loupedeck has no obligation to promote or make available any Digital Product for a Loupedeck or to continue to do so. Loupedeck may determine, in its sole discretion, to make available or list any Digital Product for Loupedeck through the Loupedeck Marketplace. 

5.1. Use of the Licensed Material by Developer

Any use of the Licensed Material shall be in accordance with this Agreement, as well as you a revocable, non-exclusive, non-transferable and limited right to:

1. Use the Loupedeck SDK to create Digital Products for Loupedeck, subject to the terms of this Agreement;
2. Copy and display Loupedeck SDK, Loupedeck Content and Loupedeck Marks only to the extent necessary to fulfill the terms of this Agreement;
3. Modify Loupedeck Content only to the extent required to format it for display on your Developer Created Content;
4. 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 SDK.

The Licensed Material is licensed and not sold to you. No other rights are granted.

5.2. 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.

5.3. Third Party Content and Licenses

The Licensed Material may be subject to certain third-party licenses, integrations, technology and/or material and other terms and conditions.  You agree 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. By using the Licensed Material, you hereby agree to such third-party licenses and your use of the Licensed Material is always subject to those licenses.  By using the Licensed Materials, you agree to comply with any new or modified licenses or other terms on Loupedeck’s website at loupedeck.com/software-licence-agreement within the timeframe specified by Loupedeck..

When you are using third party content, you warrant that you understand and agree to the following:

1. all that you may access through a third party are the sole responsibility of the person or legal entity from which they originated;
2. third party content may be protected by intellectual property rights which are owned by the providers;
3. 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;
4. 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.

5.3. Restrictions and limitation of use of Licensed Materials

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 shall not:

1. 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)
2. interfere with the functionalities of the Licensed Material or bypass any software protections or monitoring mechanisms;
3. interfere with the APIs, the servers or networks providing the APIs;
4. negatively impact other users’ experience;
5. change Loupedeck’s terms of service, policies or any links or notices of those terms;
6. take any action that interferes with, damages, or accesses or uses in any unauthorized manner, the hardware, software, networks, technologies, or other properties or services of Loupedeck or of any end user or other third party
7. 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.

You agree not to make any representations, guarantees, or warranties:

• (a) that violate any laws or regulations, including any false advertising or consumer protection laws;
• (b) with respect to Loupedeck, Loupedeck Marketplace, or Loupedeck Products; or
• (c) by Loupedeck or on behalf of Loupedeck.

In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to devalue Loupedeck, Loupedeck Affiliates, or Loupedeck Marketplace. Loupedeck retains ownership to all Loupedeck Content.

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 consented to in writing.You agree not to make any representations, guarantees, or warranties:

• (a) that violate any laws or regulations, including any false advertising or consumer protection laws;
• (b) with respect to Loupedeck, Loupedeck Marketplace, or Loupedeck Products; or
• (c) by Loupedeck or on behalf of Loupedeck.

In all activities under this Agreement, you agree to conduct yourself in a professional manner and not to devalue Loupedeck, Loupedeck Affiliates, or Loupedeck Marketplace. Loupedeck retains ownership to all Loupedeck Content.

6.1. By making your Digital Product(s) available on Loupedeck Marketplace in accordance with this Agreement, you grant Loupedeck the license:

• to market and make available, and to use in any way necessary to market and make available, your Digital Product(s) and Digital Product Information via Loupedeck Marketplace to end-users;
• to communicate to end-users with regards to their downloads, or usage of your Digital Product(s) available via Loupedeck Marketplace (e.g. reminders, update notifications, marketing information, and more);
• to use in any way, including reproducing and using excerpts of your Digital Product Information including your Digital Product Materials in any format. Your Digital Product Information and Digital Product Materials may be used for the purpose of promoting and marketing (i) Loupedeck Marketplace and (ii) your Digital Product; and
• to use your Content for testing and evaluation purposes, but only in connection with (i) marketing your Digital Product and making it available via Loupedeck Marketplace and (ii) exercising and enforcing the rights and obligations under this Agreement.

6.2. By making your Digital Product available on Loupedeck Marketplace in accordance with this Agreement, you grant Loupedeck sublicenses to any license you have regarding your Digital Product or Digital Product Information, including Digital Product Materials, if such sublicenses are necessary for the performance of this Agreement, especially for the performance of activities specified in clause 6.1 of this Agreement.

6.3. The above licenses are granted:

• for the Term (as defined in the section 10 titled ‘Term and Termination’) and for exercising and enforcing the rights and obligations under this Agreement which survive the Term until the termination of any such rights and obligations under this Agreement;
• as nonexclusive, worldwide, and royalty‐free licenses;
• as licenses assignable by Loupedeck, which means Loupedeck will be allowed to sublicense any rights licensed to it and to assign the license to a third party.

7.1. You, not Loupedeck, license your Digital Product and Digital Product Information to End-Users. You must provide your own end user license agreement (“Developer EULA“) with any Digital Product you make available via Loupedeck Marketplace. However, your Developer EULA must comply with the terms and conditions of this Agreement and applicable laws, must not impose liability on Loupedeck or its Affiliates or Resellers greater than as set out in this Agreement, and must not make Loupedeck part of the Developer EULA. In the event of any conflict between the Developer EULA and this Agreement, this Agreement takes precedence. The Developer EULA must specify, among other things, that you are the licensor of your Digital Product and that Loupedeck is not a party to the Developer EULA and is not responsible for or liable to end-users or Resellers’ end-users in any way. You agree that Loupedeck does not and will not have any responsibility or liability related to compliance or non‐compliance by you or any end user under a Developer EULA, and you will indemnify Loupedeck from any damage arising from breach of your obligations stipulated in this clause. You are responsible for ensuring that the Developer EULA is compatible with this Agreement and with the requirements it sets for Digital Product and you are solely liable for any damages arising from not complying with this obligation.

You will make available on Loupedeck Marketplace any enhancements, upgrades, updates, bug fixes, patches, new versions, and other modifications and amendments to your Digital Product and Digital Product Information (“Updates“) as soon as they are released, but in any event no later than on the first date you make the same Update available to the public elsewhere.

9.1. In the course of creating a Loupedeck Account and registering you as a Developer on Loupedeck Marketplace and in connection with the performance of this Agreement, Loupedeck and Loupedeck Affiliates will process your Personal Data in accordance with the Privacy Policy that can be found at https://www.logitech.com/legal/product-privacy-policy.html.

9.2. You will process End-Users’ personal data in accordance with applicable laws.

9.3. Loupedeck may send you notifications concerning Loupedeck Marketplace. In addition, Loupedeck may send you emails containing information relating to Loupedeck Marketplace. You can opt out from receiving these offerings within the emails or through your Loupedeck Marketplace account.

9.4. You acknowledge and understand that owing to the nature of Loupedeck Marketplace, your user name and related profile information may be displayed to other Developers and end-users within Loupedeck Marketplace.

10.1. This Agreement is valid until Loupedeck or you choose to terminate it, or if the Agreement is terminated otherwise pursuant to this Section (the “Term”).

10.2. Loupedeck may, in its sole discretion, and for convenience upon written notice, decide to remove any Developer Created Content from its platforms or require you to immediately remove or have removed from the Marketplace any Developer Created Content. 

10.3. 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.

10.4. 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.

11.1. You represent and warrant on the date of this Agreement and covenant that during the Term:

• You are at least 18 years of age and are able to enter into a legally binding contract. If the Developer is a business or other legal entity and not an individual, then you, the individual entering into this Agreement on the Developer’s behalf, represent that you have all necessary legal authority to bind the Developer to this Agreement;
• You have the full right, power, and authority to enter into, and fully perform the binding obligations of, this Agreement;
• Before providing Loupedeck with any Content, or listing Content on Loupedeck Marketplace, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement by Loupedeck and End-Users in relation to Content, you will be solely responsible for and will pay any licensors or co‐owners any royalties or other monies due to them related to such Content, and you will identify this Content to Loupedeck, specify if any sublicense is relevant, and include source code as specified below;
• None of the following will violate any law, contain any defamatory material, or violate or infringe on any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secrets, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) Content; (iii) the sale or distribution of Content as contemplated in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;
• Your Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property;
• Your Content does not incite, engage in, or encourage, abuse, violence, hatred, or discrimination, or use language that is deemed by Loupedeck to be harmful or malicious;
• Your Digital Product does not violate the Loupedeck’s SDK Documentation and it does not introduce any security vulnerabilities or privacy issues to Loupedeck Product and does not affect the performance of Loupedeck Product in a significant way.  
• Your Digital Products are authorized for export from your country to each country in which they are made available through Loupedeck Marketplace, in accordance with the requirements of the export laws applicable in your country;
• You are not an entity restricted by export control laws, nor are you acting on behalf of an entity restricted by export control laws;
• 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 any import or export laws and regulations in any country;
• You will include any attributions, copyright information, and other notices, terms, and conditions that may be required to be provided to end users (e.g., as part of a Developer EULA) based on your use of third-party “open source” software or other third-party intellectual property in any Digital Product. You will also promptly make available to Loupedeck, end users, and any other third party that is entitled to it, the source code corresponding to any Digital Product or portion thereof if, and in the manner required by applicable third-party terms and conditions. Loupedeck’ use (in any manner as permitted hereunder) of any Content will not subject Loupedeck to, or cause Loupedeck to violate, any open source or other third-party terms or agreements of any kind. 
• In case your Developer Created Content contains any open source software, you represent and warrant this open source software complies with all open source licensing requirements identified in the Loupedeck Marketplace Approval Guidelines. 

11.2. You agree that the Developer is solely responsible for (and that Loupedeck has no responsibility to the Developer or to any third party for) any breach of the Developer’s obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Loupedeck or any third party may suffer) of any such breach.

11.3. You confirm that you own or have appropriate licenses to all the Intellectual Property Rights related to your Digital Products necessary in order for you to provide your Digital Products to Loupedeck for distribution on Loupedeck Marketplace. You will immediately notify Loupedeck if you are in breach or anticipate being in breach of this Agreement or become aware of any third-party claim in relation to your Digital Products.

LOUPEDECK DENIES ALL WARRANTIES REGARDING TO THE LICENSED 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 LICENSED 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 LICENSED 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.

14.1. 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 Licensed Material, (iii) any violation of third party rights caused in connection of using Licensed Material by you or (iv) any licensing, distribution, communication or otherwise making available of applications that you develop using the Licensed Material or (v) in particular claim that Loupedeck’s use of Developer Created Content infringes intellectual property rights of a third party.

14.2. 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.

15.1. All information disclosed by Loupedeck that is marked as confidential or proprietary, or that you should reasonably understand to be confidential or proprietary, is “Confidential Information“. Confidential Information includes non-public aspects of Loupedeck Marketplace and Loupedeck Products; non-public aspects of third-party applications listed in Loupedeck Marketplace to which you obtain access as a result of the relationship between you and Loupedeck under this Agreement; and non-public technology, technical information, and product plans to which you obtain access as a result of the relationship between you and Loupedeck under this Agreement. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Loupedeck or anyone else.

15.2. During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Loupedeck with a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Loupedeck’ cost, if Loupedeck wishes to contest the disclosure.

15.3. Loupedeck may develop, have already developed, or be developing its own products and services, and works with many other third parties. Either Loupedeck or these third parties could in the future develop, be developing now, or have already developed products similar to yours. However, Loupedeck will in no event use any of your intellectual property contained within any Content for such purposes.

15.4. You should not provide Loupedeck with any information that you consider confidential. You agree that Loupedeck is not subject to any confidentiality obligations or usage restrictions related to information that you may provide to us in relation to this Agreement. You expressly agree that neither this Agreement nor your participation in Loupedeck Marketplace limits Loupedeck’ right to develop or commission the development of products, concepts, systems, or techniques that are similar to or compete with any Digital Products or any other products, concepts, systems, or techniques contemplated by or embodied in information you disclose to Loupedeck. However, this clause does not grant Loupedeck any license under your intellectual property rights.

16.1. “Loupedeck Marks” means the trademarks, trade names, service marks, and logos owned or otherwise used by Loupedeck. Nothing contained herein shall grant you any ownership right in Loupedeck Marks.

You will:

(i) only use Loupedeck Marks in connection with the offering of your Marketplace Digital Products on Loupedeck Marketplace;

(ii) not register any domain names that contain any terms that are the same or similar to any Loupedeck Marks without obtaining permission from Loupedeck to register such domains; and

(iii) upon expiration or termination of this Agreement for any reason, immediately cease all use of Loupedeck Marks, unless you are otherwise authorized to continue using Loupedeck Marks pursuant to a separate written agreement with Loupedeck.

LOUPEDECK SHALL HAVE NO LIABILITY TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND IN NO EVENT WILL LOUPEDECK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LOUPEDECK MARKETPLACE EXCEED LOUPEDECK’S MARGIN IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. FOR THE PURPOSES OF THIS AGREEMENT, “LOUPEDECK MARGIN” MEANS THE AMOUNTS RECEIVED BY LOUPEDECK FROM SALES OF YOUR DIGITAL PRODUCTS, MINUS ANY DEVELOPER FEE LOUPEDECK HAS PAID YOU, IF APPLICABLE.

This Agreement, including its annexes, such as Loupedeck Marketplace Approval Guidelines, relates to the broader Loupedeck Marketplace, which will change over time. Loupedeck reserves the right to change this Agreement at any time, in its sole discretion, with such changes to become effective on the date specified in the notice, which shall be at least one month after the date of the notice. Loupedeck will notify you of the changes by posting an updated version of this Agreement online or by emailing you at the email address you have provided. If you do not agree to any of the proposed changes, you may terminate this Agreement prior to the date on which the changes were to take effect by (i) providing a written notice to Loupedeck and (ii) terminating this Agreement and withdrawing all of your Digital Products from Loupedeck Marketplace. If you terminate the Agreement, the proposed changes will have no effect on you. However, if you do not terminate the Agreement, then your continued participation on Loupedeck Marketplace after the changes to this Agreement take effect will constitute your acceptance of the changes.

19.1. If you are in the U.S.A., this Agreement will be exclusively governed by and construed in accordance with the laws of the United States and the State of California, without regard to or application of its choice of law rules or principles. If you reside outside the U.S.A., this Agreement will be exclusively governed by the laws of Switzerland. If any provision of this Agreement is found to be invalid, the parties agree nevertheless that the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. 

19.2. If you are an individual who resides in the US, any dispute arising between you and Loupedeck shall be submitted to the exclusive jurisdiction of state courts of Santa Clara County, California and the federal district courts of Northern California. If you are an individual who resides anywhere else in the world, any dispute between you and Loupedeck is submitted to the exclusive jurisdiction of the competent court in Lausanne, Switzerland. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens.

19.3. If you are representing an entity, any dispute arising between you and Loupedeck shall be resolved through final and binding arbitration. If the entity you represent is located in the US, the arbitration shall be conducted by the American Arbitration Association, and if the entity is based anywhere else in the world, by the ICC International Court of Arbitration in Switzerland.

20.1. This Agreement may not be amended except in writing signed by both parties or as provided in the sections titled ‘Agreement Changes’  above.

20.2. Nothing in this Agreement constitutes any form of legal partnership between you and Loupedeck, nor entitles you to present yourself as a representative of Loupedeck or its Affiliates.

20.3. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as closely as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.

20.4. Loupedeck’ failure to enforce any provision of this Agreement will not constitute a waiver of Loupedeck’ rights to subsequently enforce the provision.

20.5. Loupedeck may freely assign, transfer, and delegate its rights and obligations under this Agreement.

20.6. You agree that Loupedeck may identify you as a Customer and/or Developer using Loupedeck Marketplace and may refer to you by name, trade name, and trademark, if applicable. Loupedeck may also make reference to your business in Loupedeck marketing materials, on Loupedeck Websites, and/or in public or legal documents. You hereby grant Loupedeck a worldwide, non-exclusive, and royalty-free license to use your name and any of your trade names and trademarks solely pursuant to this clause.

20.7. You acknowledge and agree that Loupedeck Affiliates, Loupedeck’ contractors, and Loupedeck’ service providers may exercise all rights of Loupedeck under this Agreement, including Loupedeck’ license rights. 

20.8. You may not assign any of your rights or obligations under this Agreement without Loupedeck’ prior written consent.

20.9. Any notice or other communication to be given hereunder will be made in writing and given (i) by Loupedeck to you via the email address you have registered for your Loupedeck Account or directly via Loupedeck Marketplace, and (ii) by you via email to marketplace@Loupedeck.com or to such other email or physical addresses as Loupedeck may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.

For exceptions or modifications to this Agreement, please contact Loupedeck at:

• Address: Museokatu 8, 00100 Helsinki, Finland 
• Email: marketplace@loupedeck.com  
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