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.
The following terms have the meanings set forth below throughout this Agreement:
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:
You may not, and may not permit any third party to act on Your behalf to:
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.
no fees shall be charged for the Company’s license hereunder.
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.
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
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.
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.
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.
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.
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(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.
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.
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.
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, marketing, promotion, and commercialization of the SDK, Platform, Ludeo(s), and related services.
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.
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.
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.
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.
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.
“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 Ludeo.
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.
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. Developer hereby waives any right to seek injunctive or equitable relief against Ludeo, 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, subject to the limitations of liability set forth herein.
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 Rob@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
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.