End User Licence Agreement

This End User Licence Agreement (“Agreement”) is a legal agreement between you (“you”, “User”) and GN NEODIGITAL TECHNOLOGIES LTD (registration number ΗΕ 448693), Leoforos Ellados 79, 8020 Paphos, Cyprus, email: info@ndt.cy (“NDT”, “we”, “us”, “our”), governing your download, installation, access to, or use of the Looper Studio software and related services.

By clicking “I Agree”, downloading, installing, accessing or using Looper Studio, you agree to be bound by this Agreement. If you do not agree, do not use Looper Studio.

1. Definitions

1.1 “Looper Studio” means our audio editing application for macOS, iPadOS, Windows and Linux, including updates, patches, and documentation, and any in-app features we provide.

1.2 “Services” means any online services we provide in connection with Looper Studio, including account services, licence/activation, cloud sync, and community features.

1.3 “User Content” means content you create, upload, submit, transmit, store, or make available via Looper Studio or the Services, including audio, project files, presets/effects settings, templates, text, titles, artwork, usernames, and any associated metadata.

1.4 “Showcase” means the feature enabling you to publish finished songs for viewing/listening by other users (where download is not enabled by us).

1.5 “Community Presets/Templates” means presets/effect settings and project/song templates you choose to upload for other users to access.

1.6 “Store Provider” means Apple (App Store), Microsoft (Microsoft Store), or any other authorised platform distributing Looper Studio.

1.7 “Device” means a device you own or control and are authorised to use.

2. Eligibility and account

2.1 Age. You must be at least 16 years old to create an account and use the Services. If you are under 18 (or the age of majority where you live), your parent or legal guardian must authorise your use and, where legally required, enter into the contract on your behalf. We do not intentionally collect personal data from children under 16.

2.2 Account required. Looper Studio requires a user account to activate licences and use cloud features. You must provide accurate information and keep your credentials confidential. You are responsible for all activities under your account.

2.3 Security. Tell us promptly at info@ndt.cy if you suspect unauthorised use of your account.

2.4 Account deletion. You can request deletion of your account by using the account deletion button within your account page on our website (or any successor flow we provide). Account deletion may not immediately remove content you have shared publicly via Showcase or Community Presets/Templates, and we may retain certain data where required or permitted by law (see our Privacy Notice).

3. Licence grant (what you may do)

3.1 Licence. Subject to this Agreement and your payment (if applicable), NDT grants you a personal, limited, non-exclusive, non-transferable, licence, terminable in accordance with this Agreement, to install and use Looper Studio for your own lawful purposes.

3.2 For clarity, commercial use is permitted. Unless you have agreed separate written terms with NDT, you may use Looper Studio for personal or commercial purposes, provided you comply with this Agreement and applicable law.

3.3 Single-user licence; device limit (1 user / 3 devices). Unless otherwise stated at purchase, this licence is for one natural person (the “User”) and you may activate Looper Studio on up to three (3) Devices for that User account at any time. If you are purchasing on behalf of a company or organisation, you represent you are authorised to bind that entity, and you must ensure only the licensed User uses the licence unless you have purchased additional licences/seats.

3.4 All updates included. Your entitlement includes access to all updates we make available for Looper Studio during the term of your licence (subscription term or perpetual licence). (We may still discontinue features or compatibility as described in Section 12.)

4. Subscription and perpetual licences

4.1 Perpetual licence. Perpetual licences grant ongoing rights to use the version of Looper Studio made available at the time of purchase, subject to this Agreement. Looper Studio may require account login and/or activation. We will use reasonable efforts to maintain activation infrastructure for purchased perpetual licences. If we permanently discontinue or materially change activation in a way that prevents reasonable use of a perpetual licence, we will use reasonable efforts to provide a workable alternative (for example, a replacement activation method or update), where technically feasible and lawful. This does not guarantee indefinite compatibility with future operating systems and/or hardware.

4.2 Subscription. If you purchase a subscription, you may use Looper Studio during the paid subscription period. Subscriptions may auto-renew depending on the purchase channel and settings.

4.3 Store terms. If you purchase through a Store Provider, billing, renewals, cancellations and refunds are handled by that Store Provider under its terms, and you must manage them through your Store Provider account (see Section 10).

4.4 Website purchases. If you purchase via our website, payments are processed via Polar.sh (our payment processor). Additional checkout terms may apply from Polar.

5. Ownership and intellectual property

5.1 Our IP. Looper Studio, the Services, and all related intellectual property rights are owned by NDT and/or its licensors. This Agreement licences Looper Studio to you; it does not sell or transfer ownership.

5.2 Your output and audio belongs to you. As between you and NDT, you retain ownership of all rights in the audio you create using Looper Studio and your User Content, subject to any third-party rights (e.g., rights in samples, copyrighted works, performances, trademarks, or other material you did not create).

5.3 Feedback. If you provide suggestions, ideas, or feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or compensation.

6. Community features & User Content licence to operate

6.1 No general transfer of rights. We do not claim ownership over your User Content.

6.2 Licence you grant to us (limited; needed to run the Services). When you upload or submit User Content to the Services (including cloud sync, Community Presets/Templates, and Showcase), you grant NDT a worldwide, non-exclusive, royalty-free licence, for so long as the content remains available through the Services, to:

1. (a) host, store, reproduce, transmit, display, perform, and distribute your User Content only to the extent necessary to operate, provide, maintain, and improve the Services (including making your Community Presets/Templates available to other users as you request, and presenting Showcase content for listening/viewing); and
2. (b) create technical copies and backups, and make format/technical modifications needed for compatibility and delivery.

We will not use your audio or User Content to train, fine-tune or evaluate artificial-intelligence or machine-learning models.

6.3 Backups and residual copies. You acknowledge that after you delete User Content (or we remove it), copies may remain for a limited period in backups or logs, and we may retain copies where required or permitted by law.

6.4 Public/shared content.

1. (a) If you upload Community Presets/Templates, you acknowledge other users may access and use them within Looper Studio.
2. (b) If you publish via Showcase, you acknowledge your content may be streamed/playable to others and your username may be displayed as the creator.

6.5 Your responsibilities (important). You represent and warrant that:

1. (a) you have all necessary rights and permissions to upload and share your User Content; and
2. (b) your User Content does not infringe copyright, performers’ rights, database rights, trade marks, privacy/data protection rights, or other third-party rights; and
3. (c) your User Content complies with Section 7 (Acceptable Use).

6.6 Cover songs / templates (copyright implications). Uploading a template or project intended to reproduce a copyrighted song (for example, by including lyrics, melody, or other protected elements, or copied audio/MIDI) may require permissions from rights holders and may infringe copyright even if the audio is newly recorded. You must not upload templates, presets, or showcase content that you do not have the rights to share. We may remove content and/or suspend accounts for infringement (see Section 8).

6.7 No AI training use. We will not use your audio or User Content to train machine-learning models or improve algorithms. Ordinary file storage, transcoding for streaming, syncing, and other technical processing remain permitted.

7. Acceptable use and content rules

You must not (and must not enable others to):

7.1 use Looper Studio or the Services unlawfully or for any fraudulent purpose;

7.2 upload, share, or publish User Content that:

1. (a) infringes intellectual property rights or violates a person’s privacy/data protection rights;
2. (b) is defamatory, harassing, threatening, hateful, or discriminatory;
3. (c) contains malware or harmful code;
4. (d) is obscene or illegal; or
5. (e) violates any applicable laws or regulations;

7.3 attempt to gain unauthorised access to accounts, systems, or networks;

7.4 interfere with or disrupt Looper Studio or the Services (including by abuse, excessive requests, or circumventing limits);

7.5 use Looper Studio to create or distribute malware or exploit code.

8. Enforcement; takedowns; suspension and termination

8.1 Takedowns/removal. We may remove or restrict access to User Content, Community Presets/Templates or Showcase content if we reasonably believe it violates this Agreement, infringes rights, or risks harm.

8.2 Suspension. We may suspend your account or access to Looper Studio/Services (in whole or part) if we reasonably believe you breached this Agreement, if required by law, or to protect the Services or others.

8.3 Termination by you. You may stop using Looper Studio at any time.

8.4 Termination by us.

1. (a) We may terminate this Agreement (or your account) if you materially breach it and fail to remedy within a reasonable time after notice (where practicable), or immediately for serious breaches (e.g., piracy, abuse, repeated infringement).
2. (b) For perpetual licences, termination for a material breach by the User terminates the licence. Suspension or termination of online services does not otherwise affect valid perpetual licence rights unless required by the nature of the breach.

8.5 Effect. On termination, the licence ends and you must stop using Looper Studio. Sections intended to survive (including IP, disclaimers, liability limits, governing law) survive termination.

8.6 Effect on cloud content. If your account is suspended or terminated, you may lose access to cloud sync, Showcase and Community Presets/Templates, and we may delete or restrict User Content in accordance with this Agreement and our Privacy Notice. You are responsible for keeping your own backups of any User Content.

9. Restrictions (what you may not do)

Except to the extent permitted by mandatory law:

9.1 No copying/redistribution. You must not copy, sell, rent, lease, lend, redistribute, or sublicense Looper Studio.

9.2 No reverse engineering. You must not reverse engineer, decompile, disassemble, or attempt to derive source code from Looper Studio, except where such restriction is prohibited by applicable law.

9.3 No circumvention. You must not bypass, disable, or circumvent licence controls, activation limits, DRM, security features, or technical protections.

9.4 No misuse of trademarks. You must not use our names, logos, or trademarks except as permitted by law or with our written permission.

9.5 Linux (LGPL) carve-out — libsecret. The Linux version of Looper Studio dynamically links to libsecret (licensed under the LGPL). Nothing in this Agreement is intended to restrict, and this Agreement does not restrict, your rights under the LGPL in relation to libsecret, including your right to reverse engineer or debug the Linux version solely to the extent necessary to modify and/or relink your own modified version of libsecret, as permitted by the LGPL.

10. Purchases, renewals, cancellations, refunds; digital content consent

10.1 App Store (Apple). If you purchase via Apple App Store, Apple handles billing, renewals, cancellations, and refunds under Apple’s terms.

10.2 Microsoft Store. If you purchase via Microsoft Store, Microsoft handles billing and refunds under Microsoft’s terms.

10.3 Website purchases (Polar). For website purchases, billing is handled via Polar. You can cancel subscription renewals through your account management on our website (and/or through Polar workflows), as applicable.

10.4 Consumer-friendly digital content approach (EEA/UK consumers).

1. (a) Where you are a consumer in the EEA/UK and the law provides a 14-day withdrawal right for digital services/content, you can withdraw within that period unless you asked us to begin supply immediately and acknowledged that you may lose your withdrawal right once supply begins.
2. (b) During checkout (and/or account activation), we will request your express consent to start supplying Looper Studio immediately and your acknowledgement regarding the withdrawal right as required by applicable consumer law.
3. (c) If you do not provide such consent, we may delay access until the withdrawal period ends (or offer limited access), depending on the channel.

10.5 Refunds. Refund eligibility and handling depends on where you purchased:

1. (a) Apple App Store: request refunds through Apple.
2. (b) Microsoft Store: request refunds through Microsoft.
3. (c) Website: we will apply the refund policy presented at checkout and any mandatory consumer rights applicable to you. https://looper.studio/legal/refund

11. Privacy, device information, and analytics

11.1 Privacy. Our processing of personal data is described in our Privacy Notice: https://looper.studio/legal/privacy

11.2 Device and activation data (desktop). For desktop versions, our backend may process device activation and device characteristics such as operating system, RAM, CPU, and a hardware identifier, for licence enforcement, fraud prevention, compatibility, and support.

11.3 Crash reports (desktop)

Crash reporting is disabled by default. If you opt in through Looper Studio’s platform-specific settings or preferences, a crash report is sent automatically to Sentry.io when the desktop application crashes. Sentry.io processes crash reports on NDT’s behalf in its EU region, in Frankfurt, Germany. Based on our current configuration and understanding, crash reports are not accessible from outside the European Economic Area.

Active crash reports in Sentry.io are deleted after 30 days.

A crash report may contain:

• information about the part of Looper Studio’s code that was running when the application stopped;
• the names, versions and locations of Looper Studio program files, its components and relevant system files;
• the Looper Studio version and build;
• the operating-system name and version and processor type;
• the name of the audio device, its sample rate, buffer size and number of channels;
• the number and names of plugins loaded at the time of the crash;
• the command names of the last 50 actions in Looper Studio, such as “Record” or “Stop clip”, without the values or content associated with those actions;
• a genuinely random installation number generated solely for crash-reporting purposes, which cannot be traced back to the User or linked to identifiable user data; and
• a copy of parts of the application’s working memory at the time of the crash, which may contain limited fragments of information that the application was handling at that moment.

Crash reports do not intentionally collect songs or user file names, audio recordings, project folders, the User’s email address or Account information, licence key or computer name. The plugin information is limited to the number and names of loaded plugins and cannot identify the User or reveal personal or proprietary project information. The working-memory copy may nevertheless contain limited accidental fragments of information that were present in the application’s memory when the crash occurred.

The User’s IP address may be used to deliver a crash report to Sentry.io but is not stored as part of the report.

The User may disable crash reporting at any time through the relevant setting or preference in Looper Studio. Disabling crash reporting stops future reports from being sent, including reports that have not yet been transmitted, but does not withdraw or delete a report that has already been sent.

11.4 iPad analytics. For iPadOS distributed only via the App Store, analytics may be available to us through Apple App Store Connect subject to Apple’s policies and your device settings.

11.5 No third-party services (other than stores and payment processing). Aside from Store Providers, our payment processor for website purchases and, if you opt in, crash reporting to Sentry.io as described in Section 11.3, Looper Studio does not contact third-party services for analytics/processing (as currently designed), but this may change with updates; we will update notices accordingly.

12. Updates, changes, and availability

12.1 Updates. We may provide updates, patches, or new versions. Some updates may be required for continued operation, security, or compatibility.

12.2 Feature changes and discontinuation. We may modify, suspend, or discontinue parts of Looper Studio or the Services (including community features or cloud sync), and may stop supporting older operating systems or versions, where reasonably necessary (e.g., security, legal, technical reasons). For consumers, any material reduction in functionality will only occur where permitted by applicable law and after reasonable notice.

12.3 No uptime promise. We do not guarantee that the Services (including cloud sync and community features) will be available at all times or without interruption.

13. Support

13.1 Support channels. We may provide support via email at support@looper.studio

13.2 No SLA. Unless you have a separate written agreement with us, support is provided on a reasonable-efforts basis, and we do not guarantee response times, resolution times, or outcomes.

14. Backups and responsibility for your data

14.1 Backups. You are responsible for maintaining your own backups of your projects, exports, audio, presets and other data (including User Content). Cloud sync is not a substitute for local backups.

14.2 Data loss. To the maximum extent permitted by law, we are not responsible for loss or corruption of your data resulting from your actions, device failures, third-party software or plugins, or interruptions in the Services. Nothing in this clause excludes liability arising from our fraud, wilful misconduct, or any liability that cannot be excluded by law.

15. Third-party plugins and content

15.1 Plugins. Looper Studio may support third-party plugins and formats including VST3, AU, and AUV3. Third-party plugins are provided by their respective owners.

15.2 No responsibility for third parties. We do not control, endorse, or assume responsibility for third-party plugins or their content, functionality, security, availability, or licensing terms. You are responsible for obtaining any necessary licences and complying with third-party terms.

16. Open-source and third-party notices

16.1 Third-party components. Looper Studio may include or depend on third-party software components subject to separate licence terms (“Third-Party Software”).

16.2 Precedence. To the extent Third-Party Software licence terms require you to have rights that conflict with this Agreement, the Third-Party Software licence terms will prevail for that Third-Party Software.

16.3 Notices. Notices and applicable licence texts for Third-Party Software and third-party assets included in or distributed with Looper Studio are available at https://looper.studio/legal/acknowledgements The notices may include information about applicable copyright statements, attribution requirements, licence terms and any source-code or relinking rights that apply to a particular component. These notices do not limit or replace any rights you may have under the applicable Third-Party Software licence terms.

17. Copyright complaints (takedown requests)

17.1 How to submit a complaint. If you believe content available through the Services infringes your copyright (or other intellectual property rights), you may contact us at support@looper.studio with:

1. (a) identification of the work claimed to be infringed;
2. (b) identification of the allegedly infringing content (including sufficient information for us to locate it);
3. (c) your contact information;
4. (d) a statement that you have a good-faith belief the use is not authorised; and
5. (e) a statement that the information you provide is accurate.

17.2 Our response. We may remove or restrict access to allegedly infringing content and may suspend or terminate repeat infringers where appropriate.

17.3 If your content is removed in response to a complaint, you may contact us to contest the complaint and provide supporting information.

17.4 We may request additional information before acting on any copyright complaint.

18. Export controls and sanctions

You represent and warrant that you are not located in a country or territory subject to comprehensive sanctions or embargoes that would prohibit your access to or use of Looper Studio under applicable law, and that you are not listed on any applicable restricted-party list. You agree to comply with applicable export control and sanctions laws in connection with Looper Studio and the Services.

19. Beta / experimental features

19.1 Beta features. From time to time, we may offer features, tools, or releases labelled beta, preview, experimental, or similar (“Beta Features”).

19.2 Nature of Beta Features. Beta Features may be incomplete, may contain errors, may change materially, may be discontinued at any time, and may not be supported. Beta Features are provided as-is and as available.

19.3 Data risk. Beta Features may result in data loss, corruption, or incompatibility. You should back up your data before using Beta Features.

19.4 Feedback. If you provide feedback about Beta Features, Section 5.3 (Feedback) applies.

20. Warranties and disclaimers

20.1 Consumers. If you are a Consumer, Looper Studio is subject to the legal guarantee of conformity and any other mandatory rights that apply to digital content or digital services. We are responsible for supplying Looper Studio and applicable updates in accordance with those obligations. Nothing in this Agreement excludes or restricts those rights or remedies.

20.2 Business Customers. If you are a Business Customer, then, subject to any express commitments we have made and section 21.4, Looper Studio is provided “as is” and “as available” to the extent permitted by applicable law. To that extent, NDT excludes warranties that are not expressly stated in this Agreement, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

20.3 Operation and results. We do not promise that Looper Studio will meet every individual requirement or operate without interruption or error. This does not limit our obligation to supply conforming Software, provide legally required updates or remedy a failure to supply or lack of conformity where applicable law requires us to do so.

21. Liability

21.1 Business Customer losses. For Business Customers only, and subject to section 21.4, NDT excludes liability to the extent permitted by law for indirect or consequential loss and for loss of profit, revenue, goodwill, business opportunity, business interruption or data arising from or relating to the Software licence.

21.2 Business Customer liability cap. For Business Customers only, and subject to section 21.4, NDT’s total liability arising from or relating to the Software licence under this Agreement is limited as follows:

1. (a) Subscription licence: to the fees paid for Looper Studio during the 12 months before the event giving rise to the claim, including fees paid through Polar or a Store Provider; or
2. (b) Perpetual licence: to the amount paid for the relevant perpetual licence, including an amount paid through Polar or a Store Provider.

These caps concern liability under the Software licence. Liability relating to the online Services under the Terms of Service is governed by section 25 of those Terms. A claim cannot be recovered twice under this Agreement and the Terms of Service.

21.3 Consumers. The exclusions and financial caps in sections 21.1 and 21.2 do not apply to Consumers. For Consumers, NDT is responsible under applicable law for loss caused by its breach of this Agreement or failure to exercise legally required care and skill. Rights and remedies for non-supply, lack of conformity, damage to devices or digital content, and breaches of data-protection law remain unaffected. NDT is not responsible for loss caused solely by your own conduct or an unrelated third party, except where applicable law provides otherwise.

21.4 Liability that cannot be excluded. Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited, including applicable non-excludable data-protection liability. Any restriction on liability for gross negligence or wilful misconduct applies only where lawful.

22. Business Customer indemnity

22.1 To the extent permitted by applicable law, a Business Customer will indemnify NDT against third-party claims, losses and reasonable costs, including reasonable legal costs, arising from:

1. (a) that Business Customer’s material breach of this Agreement or unlawful use of Looper Studio;
2. (b) unlawful conduct by a person using a licence or Account provided by that Business Customer;
3. (c) User Content submitted or shared by that Business Customer or its users in breach of this Agreement or third-party rights; or
4. (d) infringement of third-party rights by that Business Customer or its users.

22.2 This indemnity does not apply to the extent a claim results from NDT’s breach, negligence or unlawful conduct. NDT will notify the Business Customer of a claim within a reasonable time and will take reasonable steps to avoid unnecessary costs.

22.3 This section applies only to Business Customers. It does not apply to Consumers.

23. Governing law and courts

23.1 Governing Law.

1. (a) This Agreement is governed by the laws of the Republic of Cyprus, excluding conflict-of-law rules.
2. (b) Nothing in this Agreement deprives consumers of mandatory rights granted under the laws of their country of residence.

23.2 Subject to mandatory consumer protection rules that may apply in your country of residence, the courts of the Republic of Cyprus will have exclusive jurisdiction over disputes arising from this Agreement.

24. Notices and contact

24.1 Notices to NDT. Send legal notices to: GN NEODIGITAL TECHNOLOGIES LTD, Leoforos Ellados 79, 8020 Paphos, Cyprus, email info@ndt.cy.

24.2 Notices to you. We may provide notices in-app, via the Services, or by email to the address linked to your account.

25. Miscellaneous provisions

25.1 Entire agreement. This Agreement and the Terms of Service constitute the entire agreement regarding Looper Studio.

25.2 Severability. If any provision is unenforceable, the rest remains in effect.

25.3 No waiver. Failure to enforce a provision is not a waiver.

25.4 Assignment. You may not assign this Agreement without our consent. We may assign it as part of a merger, acquisition, reorganisation, or sale of assets.

25.5 Language. The English version prevails to the extent permitted by law.

25.6 Amendments to this Agreement. We may update or amend this Agreement from time to time for legitimate reasons, including to:

1. (a) reflect changes in applicable laws, regulations, or regulatory requirements;
2. (b) address security, technical, operational, or business developments;
3. (c) reflect changes to Looper Studio, the Services, or the way they are provided; or
4. (d) clarify existing provisions or correct errors, inconsistencies, or omissions.

Where we make material changes to this Agreement, we will provide reasonable advance notice by email, through the Services, on our website, or by other appropriate means. The updated Agreement will become effective on the date specified in the notice.

Material changes will not retroactively remove core perpetual rights, except as required for security/by applicable law.

If you continue to access or use Looper Studio or the Services after the effective date of the updated Agreement, you will be deemed to have accepted the changes to the extent permitted by applicable law. If you do not agree to a material change, you may stop using Looper Studio and, where applicable, cancel any subscription before the changes take effect. Nothing in this clause affects any mandatory rights you may have under applicable consumer protection laws.

Appendix A — Apple App Store Addendum (iPadOS App Store builds)

If you obtained Looper Studio through the Apple App Store, the following applies and prevails in case of conflict with the main Agreement:

A1. Acknowledgement. This Agreement is between you and NDT only, not Apple. Apple has no responsibility for Looper Studio or its content.

A2. Scope of licence. The licence is limited to use on Apple-branded products you own or control and as permitted by the App Store Terms of Service.

A3. Maintenance and support. NDT is responsible for maintenance and support; Apple has no obligation to furnish maintenance/support services.

A4. Warranty. If Looper Studio fails to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any). To the maximum extent permitted by law, Apple has no other warranty obligation.

A5. Product claims. NDT, not Apple, is responsible for addressing claims relating to Looper Studio, including product liability, legal/regulatory compliance, and consumer protection claims.

A6. IP infringement claims. If a third party claims Looper Studio infringes their IP rights, NDT (not Apple) is solely responsible for investigation, defence, settlement and discharge of the claim.

A7. Legal compliance/export. You represent you are not located in a country subject to a U.S. government embargo or on any prohibited/restricted party list (as required by Apple terms).

A8. Third-party beneficiary. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and may enforce it against you.

Appendix B — Microsoft Store Addendum (Windows Store build)

If you obtained Looper Studio through Microsoft Store, Microsoft may enforce its store terms and policies. In case of conflict, Microsoft’s applicable store terms regarding purchase, refunds, and installation/uninstallation may prevail as required by Microsoft’s policies. NDT is responsible for maintenance/support; Microsoft has no obligation to furnish maintenance/support services.