Ludi, Inc.
TERMS OF USE AGREEMENT
Last Updated: January 1, 2025

IMPORTANT-READ CAREFULLY

THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL) (HEREAFTER REFERRED TO AS “LICENSEE”) AND LUDI INC., A DELAWARE CORPORATION (HEREAFTER REFERRED TO AS “LUDI”) FOR THE LUDI SOFTWARE APPLICATION (THE “SOFTWARE”) BEING PROVIDED BY LUDI CONCURRENTLY WITH LICENSEE’S ACKNOWLEDGEMENT OF THIS AGREEMENT AND ANY INFORMATION, DOCUMENTS, DATA OR OTHER MATERIALS (THE “MATERIALS”) MADE AVAILABLE TO LICENSEE BY LUDI THROUGH THE WEBSITE ASSOCIATED WITH THE SOFTWARE (COLLECTIVELY THE SOFTWARE AND THE MATERIALS ARE THE “SERVICE”).

LICENSEE IS RECEIVING ACCESS TO THE SOFTWARE AND SERVICE DUE TO LICENSEE’S EMPLOYMENT OR CONTRACT RELATIONSHIP WITH AN ENTITY THAT HAS CONTRACTED WITH LUDI (THE “SUBSCRIBER”) TO PROVIDE THE SOFTWARE AND SERVICE TO ITS EMPLOYEES AND/OR CONTRACTORS.

THIS AGREEMENT GOVERNS LICENSEE’S USE OF THE SOFTWARE AND SERVICE PURSUANT TO LICENSEE’S RELATIONSHIP WITH SUBSCRIBER. BY INSTALLING, ACCESSING, OR RUNNING THE SOFTWARE OR OTHERWISE USING THE SERVICE OR ANY COMPONENT THEREOF OR OTHERWISE AFFIRMATIVELY ACKNOWLEDING THE TERMS OF THIS AGREEMENT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE IS NOT AUTHORIZED TO ACCESS OR USE THE SOFTWARE AND SHOULD IMMEDIATELY DISCONTINUE USE OF THE SAME.

LICENSE

1.     Grant of License. Ludi hereby grants Licensee a nonexclusive, non-sublicensable, nontransferable license, to use the Service for the sole purpose of Licensee’s individual use.

2.     Rights and Limitations.

(a)     Licensee agrees to solely use the Service for Licensee’s individual use pursuant to Licensee’s relationship with Subscriber, and Licensee will not provide access to the Service or its components to anyone else. Licensee shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) make copies, modify or make derivative works based upon the Service; (iii) reverse engineer, decompile, disassemble, or reconfigure the Service; (iv) access the Service in order to build a competitive product or service; (v) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (vi) intentionally interfere with or disrupt the integrity or performance of the Service or the data contained therein.

(b)    Licensee is responsible for all activity occurring under Licensee’s user account and shall comply with all applicable U.S. laws and regulations in connection with Licensee’s use of the Service, including but not limited to privacy laws and export control laws and regulations. Licensee shall notify Ludi immediately upon becoming aware of any unauthorized use of Licensee’s password or account or any other known or suspected breach of security with respect to the Service.

3.     Privacy.   Your privacy is very important to Ludi. For additional information regarding how Ludi collects and uses information, please review the Ludi Privacy Policy.

4.     Maintenance; Updates.   Ludi may from time-to-time, consistent with the terms of any agreement with the Subscribe or in its exclusive discretion, update the Service in order to, among other things, correct errors or bugs, improve the performance of the Service or increase the functionality of the Service. Licensee acknowledges that such updates may change or modify certain functions or features of the Service. Ludi shall not be liable to Licensee for any specific changes to the features or functionality of the Service and Licensee’s exclusive recourse if it is not satisfied with any update or improvement is to stop using the Service. Subject to the terms of any agreement with Subscriber, Ludi may, at its option, provide such updates to Licensee at no charge or require the payment of a license fee to access and use the updated Service. Nothing herein shall obligate Ludi to provide any maintenance or support for the Service and nothing herein shall be interpreted as granting Licensee a right to receive any upgrades, patches, enhancements, bug fixes, new versions or new releases of the Service.

5.     Intellectual Property.   Licensee acknowledges and agrees that the Service is being licensed to Licensee, not sold, and that other than the limited license granted herein, Licensee shall have no right, title or interest in or to the Service. As between Ludi and Licensee, all title, intellectual property rights, including without limitation, any patent and copyrights in and to the Service, is owned by and remains with Ludi.

6.     Warranty/Limitation of Liability.

(a)    Disclaimer.   EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED ABOVE THE SERVICE IS OFFERED TO LICENSEE “AS IS” AND WITHOUT ANY WARRANTY, GUARANTY, CONDITION, COVENANT OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY. ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ACCURACY OR OTHER ATTRIBUTES, OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE SPECIFICALLY DISCLAIMED. LICENSEE ACKNOWLEDGES THAT LUDI MAKES NO GUARANTEE THAT USE OF THE SERVICE WILL ENABLE LICENSEE TO ACHIEVE ANY SPECIFIC OUTCOMES OR ACHIEVE ANY OTHER RESULT. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT THE SERVICE IS SUITABLE FOR LICENSEE’S NEEDS. LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS SOLELY LIABLE FOR ANY DECISIONS MADE BY LICENSEE IN USE OR RELIANCE ON THE SERVICE.

(b)   Limitation of Liability.   THE LIABILITY OF LUDI OR ITS AFFILIATES ARISING UNDER THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES, AND NEITHER LUDI NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY TO LICENSEE FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, COST OF RECREATING LOST DATA, INTERRUPTION OF BUSINESS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL THE ENTIRE LIABILITY OF LUDI OR ITS AFFILIATES TO LICENSEE WITH RESPECT TO ANY CLAIM ARISING UNDER THIS AGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, EXCEED $250.

THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

7.    Indemnification.   Licensee agrees to defend, indemnify, and hold Ludi, and its officers, directors, employees, agents, and assigns, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Licensee’s use of the Service in violation of this Agreement or applicable law.

8.    Termination.

(a)    Subject to any agreement Ludi has with Subscriber, either party may terminate this Agreement, effective immediately: (i) upon mutual consent; or (ii) in the event the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of written notice from the non-breaching party setting forth the nature of the material breach. Licensee may also terminate this Agreement by not making any further use of the Service.

(b)    This Agreement will terminate immediately, and without further notice, upon Licensee ceasing to be employed or engaged by the Subscriber or upon the termination of the contractual relationship between Ludi and the Subscriber unless Licensee has rights to access and use the Service through another Subscriber.

(c)   Upon termination of this Agreement for any reason, Licensee shall immediately discontinue all use of the Service. Thereafter, Licensee shall have no further right, license or privilege to access, or use the Service or its components. Those portions of the Agreement that must survive in order to give effect to its essential purpose, will survive termination of this Agreement.

9.     Confidentiality.   Licensee shall use its commercially reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non- public information pertaining to or in any way connected to the Service or Ludi’s other non-public financial, technical or business affairs (the “Confidential Information”). Licensee shall not disclose or publicize the Confidential Information without Ludi’s prior written consent. Licensee shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for its own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and non-disclosure contained herein shall survive the termination and expiration of this Agreement. Confidential Information shall not include information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of Licensee; (ii) already known to Licensee prior to disclosure pursuant to this Agreement; or (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others. Notwithstanding the  foregoing, Licensee may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Licensee will give Ludi prompt notice of any such legal or governmental demand and reasonably cooperate with Ludi in any effort to seek a protective order or otherwise to contest such required disclosure, at Ludi’s expense.

10.     Miscellaneous.

(a)     Notices.   Notice, demand, or other communication mandated to be given by this Agreement by either  party to the other shall be sufficiently given or delivered if it is sent by email, registered or certified mail, postage prepaid, return receipt requested or delivered personally. Unless Ludi is otherwise notified in writing, Licensee’s address for notice purposes shall be Licensee’s address provided to Ludi in registering to access the Service.

(b)    Acknowledgement.   Accessing or using the Service constitutes acceptance of this Agreement in its entirety. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.

(c)     Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.

(d)    No Waiver.   Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

(e)     Force Majeure.   To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

(f)      Assignment & Successors.   Licensee may not assign this Agreement or any of its rights or obligations hereunder without Ludi’s express written consent. Any attempted assignment in violation of this provision shall be void ab initio. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

(g)      Governing Law.   This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the Sale of Goods.

(h)     Severability.   To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.