Terms of Service

These Terms of Service govern access to and use of the Looper Studio website, accounts and online services. They operate alongside the Looper Studio End User Licence Agreement (“EULA”) and the Privacy Notice.

Please read these Terms before accepting them. You enter into these Terms with NDT when you select “I Agree” or otherwise expressly accept them during Account creation, purchase or redemption. A purchase through Polar or a Store Provider may also create a separate transaction contract with that provider. Mere browsing of the website does not constitute acceptance of payment obligations.

If you do not agree, you must not create an Account or use the Services.

1. About NDT and these Terms

1.1 The Services are provided by:

GN NEODIGITAL TECHNOLOGIES LTD
Company registration number: ΗΕ 448693
Registered address: Leoforos Ellados 79 8020 Paphos, Cyprus
Email: info@ndt.cy

1.2 In these Terms:

• “NDT”, “we”, “us” and “our” mean GN NEODIGITAL TECHNOLOGIES LTD;
• “you” and “your” mean the person using the Services;
• “Consumer” means an individual acting wholly or mainly outside that person’s trade, business, craft or profession;
• “Business Customer” means a person or organisation acting for purposes relating to its trade, business, craft or profession;
• “Account” means the account required to access Looper Studio and the Services;
• “Organisation” means a company, partnership, public body, educational institution or other organisation that purchases or administers multiple licences or seats;
• “Organisation Administrator” means a person authorised by an Organisation to manage its Looper Studio account;
• “Software” means the Looper Studio application and related software;
• “Services” means the online services made available by NDT in connection with Looper Studio, including Account services, activation, cloud synchronisation, Showcase, Community Presets/Templates and support;
• “User Content” means content submitted, uploaded, created, stored, transmitted or made available through the Services;
• “Showcase” means the feature through which users may publish finished songs or other content for listening or viewing;
• “Community Presets/Templates” means presets, effect settings, project files, templates or similar content made available by users to other users;
• “Device” means a device that you own or control and are authorised to use; and
• “Store Provider” means Apple, Microsoft or another authorised platform through which the Software or a subscription is distributed.

1.3 The Privacy Notice is available at: https://looper.studio/legal/privacy.

1.4 The EULA is available at: https://looper.studio/legal/eula

1.5 The Refund and Cancellation Policy is available at: https://looper.studio/legal/refund

1.6 The Community Guidelines and Content Rules form part of these Terms and are set out in Schedule 1.

1.7 For communications under the EU Digital Services Act, EU and Member State authorities may contact NDT at support@looper.studio. Users may use the same address to contact us directly about the Services and content restrictions. Communications may be submitted in Greek or English. User communications are not handled solely by automated tools.

2. Relationship with the EULA and other terms

2.1 These Terms govern:

• the Looper Studio website;
• Accounts;
• the Services;
• cloud synchronisation;
• Showcase;
• Community Presets/Templates;
• community features;
• subscriptions and trials;
• website purchases;
• support;
• User Content; and
• online enforcement.

2.2 The EULA governs the licence to install and use the Software, including:

• software-specific restrictions;
• Software updates;
• third-party components;
• plugins;
• open-source software;
• perpetual licence rights; and
• Software-specific warranties and limitations of liability.

2.3 If there is a conflict, the following order of priority applies:

• mandatory applicable law;
• applicable Store Provider or Polar buyer terms, solely for the separate transaction with that provider and not so as to reduce NDT’s obligations or your mandatory rights;
• a signed agreement, order form or organisation licence schedule;
• the EULA for matters exclusively concerning the Software licence; and
• these Terms for matters concerning the website, Accounts, Services, User Content, community features, payments, support and online enforcement.

2.4 A separate written agreement with an Organisation prevails over these Terms only to the extent that it expressly addresses the same subject matter.

3. Eligibility and authority

3.1 You must be at least 16 years old to create an Account or use the Services.

3.2 If you are aged 16 or 17, or have not reached the age at which you may validly enter this contract under the law applicable to you, your parent or legal guardian must authorise your use and, where legally required, enter into the contract on your behalf. Nothing in these Terms overrides national rules on contractual capacity.

3.3 You must not use the Services if doing so would breach applicable law, sanctions or export-control restrictions.

3.4 If you act for an Organisation, you confirm that:

• you are authorised to bind that Organisation;
• the Organisation accepts these Terms;
• the Organisation will ensure that its authorised users comply with these Terms and the EULA; and
• the Organisation has a lawful basis for providing NDT with any personal data relating to its users.

3.5 We do not intentionally collect personal data from children under 16. If you believe that a child under 16 has created an Account, contact us at support@looper.studio.

4. Accounts

4.1 An Account is required to use Looper Studio and the Services.

4.2 Accounts may be created using email and password authentication or, where available, Google or Apple sign-in.

4.3 You must provide accurate and current information.

4.4 You are responsible for activity carried out through your Account to the extent resulting from your acts, omissions or failure to take reasonable security precautions. You are not responsible for unauthorised activity caused by NDT’s breach of applicable law or failure to use reasonable security measures. You are also responsible for notifying us promptly at support@looper.studio of suspected unauthorised access.

4.5 You must not:

• share your credentials with another person;
• allow multiple people to use an individual Account;
• create an Account for another person without authority;
• impersonate another person or Organisation; or
• create multiple Accounts to circumvent a trial, suspension or other restriction.

4.6 You may change your username, email address and other Account information through the available Account settings or by contacting support.

4.7 Account availability is subject to clauses 17, 22 and 28. Ending an online Service or Account does not itself extinguish a valid perpetual Software licence. We will not use withdrawal of essential Account or activation functionality to circumvent that licence or your mandatory rights.

4.8 You may request deletion of your Account through the account deletion function at https://looper.studio/dashboard/settings or by contacting support@looper.studio.

4.9 If you delete an Account connected to a valid perpetual licence, we will, following reasonable verification of your identity and purchase, provide a redemption code or another reasonable method of restoring access to that entitlement without requiring you to purchase a second licence, subject to clause 4.10.

4.10 Redemption codes are subject to verification and may not be available where the original licence was refunded, withdrawn, terminated for breach or obtained unlawfully.

5. Access to the Services

5.1 Subject to these Terms, the EULA and payment of applicable charges, we permit you to access and use the Services for lawful purposes.

5.2 We may temporarily restrict access where reasonably necessary to address a security threat, comply with law or carry out essential maintenance. We will keep restrictions proportionate and restore access as soon as reasonably practicable. Changes to or discontinuation of Services are subject to clauses 22 and 28 and do not remove statutory remedies.

5.3 Subject to the agreed description, applicable conformity and update obligations, and your rights under clauses 10 and 25, we do not promise that the Services will:

• be available at all times;
• be uninterrupted;
• be error-free;
• remain compatible with all Devices or operating systems; or
• retain every feature indefinitely.

5.4 We may carry out maintenance and may temporarily restrict access while maintenance is performed.

6. Cloud synchronisation and stored data

6.1 Cloud synchronisation is intended to synchronise supported content between your authorised Devices.

6.2 Cloud synchronisation is not:

• a backup service;
• an archival service;
• a disaster-recovery service; or
• a guarantee against loss, corruption or deletion.

6.3 You must maintain independent backups of your projects, audio, presets, templates and other important data.

6.4 If you request reversible Account closure, we may retain the information needed for reinstatement for up to 30 days, as explained when you make that request. An express request for permanent deletion or erasure will instead be handled without undue delay in accordance with applicable data-protection law. Reinstatement is not a reason to disregard a valid erasure request.

6.5 Reinstatement is not guaranteed where:

• deletion was required by law;
• the Account was terminated for serious breach;
• retention would create a security or legal risk;
• the content is unlawful or harmful; or
• restoration is technically impracticable.

6.6 Where a Consumer withdraws from or terminates a contract and applicable law requires retrieval of content, we will, on request, make qualifying non-personal content provided or created by that Consumer available free of charge, without hindrance, within a reasonable time and in a commonly used, machine-readable format. Statutory exceptions apply, including content that has no utility outside the Service, relates only to activity within it, or cannot reasonably be separated from aggregated data. Personal-data rights are governed by the Privacy Notice and applicable law. Account restrictions will not defeat these rights.

7. Trials and promotional licences

7.1 Free trial

7.1.1 We may offer a seven-day free trial.

7.1.2 No payment details are required to begin the free trial.

7.1.3 The free trial does not automatically convert into a paid subscription.

7.1.4 We may notify you when your trial is about to expire. Promotional emails about paid options will be sent only where permitted by applicable direct-marketing law, with any required consent and an easy opt-out.

7.1.5 After the trial ends, continued use requires a separate purchase of either:

• a subscription at the price and billing interval disclosed before purchase; or
• a perpetual licence at the price disclosed before purchase.

7.1.6 We may limit one free trial per person, Account, Organisation, Device, payment method or another reasonable identifier.

7.2 Promotional licences and redemption codes

7.2.1 NDT or an Organisation Administrator may issue promotional redemption codes.

7.2.2 A code may be subject to:

• an expiry date;
• eligibility requirements;
• a limit on the number of redemptions;
• use by a named recipient;
• use by one Account only; and
• any conditions displayed with the code.

7.2.3 Codes:

• have no cash value;
• may not be resold unless expressly permitted;
• may not be duplicated or used fraudulently; and
• may be cancelled if issued or used in error, fraudulently or contrary to applicable terms.

7.2.4 The type and duration of a promotional entitlement will be stated when the code is issued.

8. Subscriptions

8.1 Subscription plans and prices will be displayed at checkout.

8.2 The checkout will state the plan, billing interval, total price including applicable taxes, renewal terms and cancellation method before you place an order. The order confirmation records the terms of your purchase.

8.3 A subscription renews automatically at the end of each billing period unless cancelled.

8.4 Website subscriptions purchased through Polar are sold and billed by Polar as merchant of record and authorised reseller, as explained in clause 9.4.

8.5 Purchases made through Apple, Microsoft or another Store Provider are billed and managed through that provider.

8.6 For a website subscription purchased through Polar, you may stop automatic renewal using the self-service cancellation option in the Polar customer portal or by emailing support@polar.sh. You may also send a cancellation request to support@looper.studio; we will arrange cancellation with Polar and confirm the effective date by email. A request received by us before renewal will be treated as received at that time, even if processing takes longer. Cancellation through your Looper Studio Account is available where that functionality is offered. Deleting the application does not cancel a subscription. Statutory withdrawal and termination rights under clause 10 are separate.

8.7 Ordinary cancellation of automatic renewal takes effect at the end of the current paid billing period, and access continues until then unless a separate lawful ground for restriction applies. This does not delay statutory withdrawal or termination under clause 10.

8.8 Cancellation does not ordinarily entitle you to a partial-period refund, except where required by law or expressly stated in the applicable refund policy.

8.9 We will give at least 30 days’ notice by email before a subscription price increase takes effect. The increase will apply no earlier than the next renewal after that notice period and will not affect a period already paid for. The notice will state the new price, effective date and cancellation method. We will obtain affirmative consent where required by applicable law or the relevant provider’s rules; if that consent is not given, we will not charge the increased price without a lawful basis.

8.10 If a payment fails, we may:

• request updated payment information;
• retry the payment;
• restrict subscription features;
• suspend the subscription; or
• terminate the subscription after reasonable notice.

8.11 The total amount payable, including applicable VAT, taxes and unavoidable charges, will be disclosed before you commit to the purchase.

8.12 Discounts, educational pricing, affiliate promotions and other offers are subject to the terms displayed with the relevant offer.

9. Perpetual licences and website purchases

9.1 A perpetual licence is a one-time licence to use the version or edition identified at purchase, subject to the EULA.

9.2 “Perpetual” refers to the duration of the licence. It does not include perpetual access to:

• future major versions;
• additional products;
• premium features;
• support services; or
• compatibility with future hardware, operating systems or third-party software,

unless expressly included in the purchase. This does not exclude features already included in the purchased edition or updates and support necessary to meet mandatory legal obligations.

9.3 The applicable one-time price, edition, included features and any separately time-limited online Services will be disclosed before purchase.

9.4 Website purchases made through Polar are sold by Polar as merchant of record and authorised reseller. The Polar entity identified at checkout and on your receipt is your contracting seller for that transaction and handles billing, payment collection, applicable transaction taxes and transaction refunds under the Polar Buyer Terms available at https://polar.sh/legal/checkout-buyer-terms. NDT remains the developer and licensor of the Software and the provider of the Services under the EULA and these Terms. This allocation does not exclude either party’s obligations or your rights under mandatory law.

9.5 Store Provider purchases follow the billing, cancellation and refund procedures disclosed by that provider. Those procedures do not displace mandatory consumer rights or NDT’s own legal obligations.

9.6 If you believe that you were charged incorrectly, charged more than once or charged without authorisation, contact support@looper.studio promptly with your order details.

9.7 We may request information reasonably necessary to investigate a payment issue.

9.8 We will investigate issues within our responsibility and cooperate with Polar or the relevant Store Provider to provide any remedy required by law. You may also contact the seller or your payment service provider directly; contacting NDT first is not a condition of exercising statutory rights.

10. Refunds, withdrawal and consumer rights

10.1 The Refund and Cancellation Policy is available at https://looper.studio/legal/refund

10.2 Nothing in these Terms excludes or restricts any consumer right or remedy that cannot lawfully be excluded or restricted.

10.3 Consumers benefit from the legal guarantee of conformity for digital content and digital services. Depending on the circumstances and applicable law, your remedies include:

• requiring supply where the contracted digital content or digital service has not been supplied, and terminating if the legal conditions are met;
• having non-conforming digital content or digital services brought into conformity free of charge, within a reasonable time and without significant inconvenience, unless that remedy is impossible or disproportionate;
• a proportionate price reduction or termination and the resulting reimbursement where the legal conditions are met, including certain serious defects or unsuccessful attempts to restore conformity;
• statutory withdrawal from a distance contract, subject to the conditions in clause 10.4; and
• any further mandatory rights, including protection against unfair terms. For paid digital content or digital services, a minor lack of conformity does not alone entitle you to terminate on that ground; the trader bears the burden of showing that it is minor. These rights are distinct from a voluntary change-of-mind refund.

10.4 EU Consumers generally have 14 days from conclusion of the relevant distance contract to withdraw without giving a reason, subject to statutory exceptions and any legally required extension. Digital content and digital services are treated differently:

• For paid digital content not supplied on a tangible medium, withdrawal is lost only once supply begins after your prior express consent to early supply and acknowledgement that this causes loss of the withdrawal right, and the required contract confirmation has been provided on a durable medium such as email.
• For paid digital services, requesting immediate performance does not by itself remove the withdrawal right. If you withdraw after expressly requesting early performance, you owe only the proportionate amount legally chargeable for performance up to withdrawal, and only where the required information was given. The right is lost following full performance only where the required prior consent and acknowledgement were obtained.
• The applicable request, consent and acknowledgement will be obtained separately from acceptance of these Terms. The required contract confirmation will be supplied on a durable medium; it does not depend on consent to marketing. The Refund and Cancellation Policy explains the applicable process.

10.5 Statutory reimbursements following withdrawal, price reduction or termination for non-conformity will be made without undue delay and within the applicable 14-day deadline. They will use the original payment method unless you expressly agree otherwise, without a reimbursement fee. For supply over time, a conformity-based refund may cover the affected period and any unused prepaid period rather than properly supplied past periods. Polar or the Store Provider will process transaction refunds where it is the seller, without limiting any responsibility NDT has under law.

10.6 If a perpetual-licence contract is validly withdrawn from or terminated with a refund:

• the licence and associated entitlement end;
• you must stop using the Software;
• you must uninstall or delete copies covered by the refunded licence; and
• we may deactivate the relevant licence key or Account entitlement.

10.7 A Business Customer does not receive consumer withdrawal rights merely because an individual employee uses the Services.

10.8 You may exercise withdrawal by an unequivocal statement using the contact details in Schedule 2; the model form is optional. Where a statutory withdrawal period applies to an online purchase, a prominently displayed online withdrawal function will also be made available throughout that period at https://looper.studio/dashboard/settings. Until that function is available, you may withdraw by email to support@looper.studio. After submission and confirmation, you will receive an acknowledgement on a durable medium recording the content, date and time of the request. Ordinary subscription cancellation and Account deletion are not substitutes for this function.

11. Showcase

11.1 Showcase allows users to publish finished songs or other permitted content for listening or viewing.

11.2 You may select the visibility of Showcase content using the settings made available by NDT.

11.3 Other users may be able to:

• listen to or view permitted content;
• like content;
• follow users; and
• report content.

11.4 Showcase does not provide a messaging or commenting function.

11.5 Downloading or exporting Showcase content is available only where the uploader has expressly enabled it through the relevant setting.

11.6 You may withdraw download or export permission through the available settings. Withdrawal may not affect copies already lawfully downloaded before withdrawal.

11.7 We will not use your Showcase content for advertising, marketing, promotional demonstrations or social-media promotion unless you have expressly enabled that use or otherwise given clear consent.

11.8 You may withdraw marketing consent for future uses through your settings or by contacting support@looper.studio

11.9 After withdrawal, we will stop new promotional use and take reasonable steps to remove the material from marketing channels under our control. We may be unable to recall printed material already distributed or copies independently shared by others. This does not limit your data-protection rights or make continued processing lawful merely because the material was previously published.

12. Community Presets/Templates

12.1 You may upload presets, effect settings, templates and project files for other users to access where the relevant feature is available.

12.2 By sharing Community Presets/Templates, you grant NDT the limited rights in clause 13 and grant users who lawfully obtain them a non-exclusive, worldwide, royalty-free licence to load, use and adapt them within Looper Studio and incorporate them into original musical output as described in clause 12.3.

12.3 Users may publish, perform, distribute and commercially exploit original musical output created using Community Presets/Templates, including outside Looper Studio. This does not permit redistribution of the preset, template, project file or constituent sounds as a standalone asset or library. The restrictions in clause 12.4 and third-party rights continue to apply.

12.4 Except where the relevant rightsholder has expressly granted additional rights, users must not:

• redistribute Community Presets/Templates;
• sell or resell them;
• sublicense them;
• make them available through third-party services;
• extract their constituent sounds or settings for separate distribution; or
• use them to create a competing library.

12.5 You may delete shared Community Presets/Templates through the available functionality. Deletion stops new distribution through the Services but does not retrospectively revoke licences for copies lawfully obtained before deletion or require withdrawal of output lawfully created under them. Continued use by NDT remains subject to clause 28.5.

13. User Content

13.1 You retain ownership of User Content as between you and NDT.

13.2 You are responsible for User Content and must maintain appropriate backups.

13.3 When you submit User Content to the Services, you grant NDT a worldwide, non-exclusive, royalty-free licence, for as long as reasonably necessary to provide the Services, to:

• host and store the content;
• reproduce and make technical copies;
• transmit and synchronise it;
• convert its format;
• transcode it for delivery;
• display or perform it according to your settings;
• make Community Presets/Templates available as you request;
• present Showcase content for listening or viewing;
• troubleshoot and support the Services;
• maintain security and prevent abuse;
• analyse technical operation and usage only as necessary to provide, maintain and improve the Services; and
• make technical improvements to the Services, without independently exploiting the creative substance of your content, using private content for public demonstrations or developing a content library from it. These permissions are subject to your visibility settings, clause 11 and the prohibition in clause 13.4. Service providers acting for NDT may process content only for these limited purposes under appropriate obligations. The licence ends as specified in clause 28.5.

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

13.5 Ordinary storage, synchronisation, transcoding, delivery, security, troubleshooting and support processing remain permitted. This does not create an exception to clause 13.4 for model training, fine-tuning or evaluation.

13.6 You confirm that you have all necessary rights, permissions and consents to submit, store, share, publish or make available your User Content in the manner you choose.

13.7 You must not upload third-party material unless a licence, permission or applicable legal exception permits the specific use. A right to incorporate a sample or recording in a finished song does not necessarily permit separate distribution of the underlying asset. Nothing in these Terms removes applicable copyright exceptions, including quotation, criticism, review, caricature, parody and pastiche.

13.8 You are responsible for obtaining rights relating to:

• copyright;
• performers’ rights;
• moral rights;
• trade marks;
• privacy and data protection;
• publicity rights;
• database rights; and
• any other applicable rights.

13.9 If you are uncertain whether material may be uploaded or shared, you should obtain appropriate legal or licensing advice before doing so.

14. Commercial use of output

14.1 Subject to the EULA, applicable law and third-party rights, you may use, publish, perform, distribute and commercially exploit original music and other output created using Looper Studio.

14.2 This permission does not transfer or override rights in:

• third-party samples;
• loops;
• recordings;
• lyrics;
• melodies;
• performances;
• presets;
• project files; or
• other third-party material.

14.3 You are responsible for obtaining all permissions and paying all royalties required for your intended use.

15. NDT-provided content

15.1 We may make sounds, samples, loops, presets, templates, project files, effects settings or other content available in the future.

15.2 Unless separate terms apply, you may use NDT-provided content:

• inside Looper Studio; and
• as incorporated into original output created with Looper Studio, including commercially exploited output.

15.3 You must not:

• extract the content;
• download it for separate redistribution;
• resell it;
• sublicense it;
• share it through third parties;
• make it available as a standalone pack; or
• use it to create a competing library.

15.4 Separate terms displayed with particular content prevail over this clause for that content.

16. Acceptable use

You must not, and must not enable another person to:

16.1 use the Services unlawfully or fraudulently;

16.2 upload, share or publish content that:

• infringes intellectual-property rights;
• breaches privacy, data-protection or publicity rights;
• is defamatory, harassing, threatening, hateful or discriminatory;
• contains malware or harmful code;
• is obscene or illegal;
• promotes illegal drugs;
• promotes unlawful gambling;
• involves sexual exploitation or abuse;
• sexually exploits or sexualises minors;
• promotes self-harm;
• impersonates another person or organisation;
• constitutes spam or unsolicited advertising;
• conducts political campaigning where prohibited by the relevant feature or law; or
• breaches applicable law;

16.3 gain unauthorised access to Accounts, systems or networks;

16.4 interfere with or disrupt the Services;

16.5 circumvent technical, security or licence restrictions;

16.6 create or distribute malware, exploit code or harmful software;

16.7 scrape, harvest or collect information about other users without authority;

16.8 misuse NDT’s protected materials, confidential information or unauthorised access to copy the Services or build a competing product; this does not prohibit lawful music production, independent development, or acts protected by mandatory interoperability or other statutory rights; or

16.9 submit manifestly false, abusive or deliberately unfounded reports or complaints.

17. Content and Account Enforcement

17.1 Where we reasonably believe that you, your Account or your User Content has breached these Terms, the EULA, the Community Guidelines or applicable law, or presents a security, legal or operational risk, we may:

• request information or corrective action;
• issue a warning;
• restrict or remove content;
• restrict Account features;
• temporarily suspend online services;
• terminate an Account or online-service entitlement; or
• where permitted, terminate the applicable Software licence in accordance with the EULA.

17.2 We will seek to use a measure that is reasonable and proportionate having regard to the nature, seriousness, frequency and consequences of the conduct.

17.3 Where a breach is remediable and urgent action is not required, we may give notice and allow a reasonable correction period, normally seven days.

17.4 We need not provide a correction period where the breach is:

• serious;
• repeated;
• incapable of remedy;
• unlawful;
• infringing; or
• an urgent security, safety or operational risk.

17.5 We may act immediately where reasonably necessary to:

• comply with law or a court order;
• address suspected fraud or unauthorised payment;
• address licence abuse or circumvention;
• protect the Services;
• prevent harm;
• investigate compromised credentials or malware;
• address unlawful or infringing content; or
• respond to serious, repeated or irremediable conduct.

17.6 We will notify affected users of enforcement action. Where the EU Digital Services Act requires a statement of reasons for a restriction based on content being unlawful or contrary to these Terms, we will provide it no later than when the restriction takes effect, where we have the user’s electronic contact details. We will omit or withhold information only where applicable law permits or requires it.

17.7 The statement of reasons will explain, as applicable:

• the restriction, its territorial scope and duration;
• the facts and circumstances, whether it followed a report or our own investigation, and the relevant legal or contractual ground and why it applies;
• any automated means used in detection or decision-making and any available corrective action;
• the effect on your licence, purchases and stored content; and
• available redress, including internal review, judicial remedies and certified out-of-court dispute settlement where applicable. We will not disclose a reporter’s identity unless strictly necessary and lawful.

17.8 You may appeal free of charge by emailing support@looper.studio within 30 days after being notified. Where Article 20 of the EU Digital Services Act applies, the period is at least six months and the complaint mechanism is also available to persons who submitted notices, including to challenge a decision not to act. A longer mandatory period prevails. These periods do not restrict statutory court or regulatory remedies.

17.9 Appeals are free. We aim to acknowledge an appeal within five business days and provide a reasoned decision within 14 calendar days.

17.10 A suitably qualified person will review the appeal; the decision will not be based solely on automated means. Where practicable, the reviewer will not have been solely responsible for the original decision.

17.11 We may request further information reasonably required to assess an appeal.

17.12 If an enforcement decision was incorrect or disproportionate, we will reverse or modify it and restore affected access or content as soon as reasonably practicable.

17.13 Before non-urgent termination, we will give a reasonable opportunity to retrieve lawful User Content. Any mandatory retrieval rights remain available after termination and will not be defeated by Account closure.

17.14 We may restrict retrieval only to the extent lawfully justified, for example where disclosure would itself be unlawful or create a specific security or safety risk. We will not withhold unrelated lawful content merely because other content was removed.

17.15 Suspension or termination resulting from your breach does not automatically entitle you to a refund.

17.16 Restriction or termination of an Account or online Service does not itself terminate a valid perpetual Software licence. A perpetual licence may be terminated only as permitted by the EULA and applicable law.

17.17 In assessing repeated misuse, we consider the number and proportion of violations or manifestly unfounded reports, their seriousness and consequences, and apparent intent. Where Article 23 of the EU Digital Services Act applies, suspension for frequent manifestly illegal content or manifestly unfounded notices or complaints will follow a prior warning, a case-by-case assessment and a reasonable suspension period. A mistaken report made in good faith is not, by itself, abuse.

18. Illegal content and rights complaints

18.1 Anyone may report suspected illegal content, including copyright infringement, to support@looper.studio or through the reporting feature where available. No Account is required to report by email. Reports about other breaches of the Community Guidelines may use the same channels.

18.2 An illegal-content notice should include:

• a sufficiently substantiated explanation of why the content is unlawful and, for rights complaints, identification of the protected work or right;
• the exact electronic location, such as the URL or content identifier, and any further information needed to identify the material;
• the reporter’s name and email address, except where the law permits omission for reports concerning specified sexual-abuse offences against children;
• a statement of the reporter’s good-faith belief that the information and allegations are accurate and complete; and
• where relevant, an explanation of the reporter’s ownership of, or authority to act for the holder of, the affected rights.

18.3 If electronic contact details are provided, we will acknowledge receipt without undue delay and communicate our decision without undue delay, including available redress and whether automated means were used. We assess notices diligently, objectively and without arbitrariness, and act expeditiously where required by law.

18.4 Affected users and, where applicable, reporters may seek review under clause 17. Our assessment will take account of relevant licences and lawful exceptions; an allegation alone does not establish infringement.

18.5 We may request information reasonably necessary to assess a notice, without delaying action where we already have sufficient information and a legal duty to act. We may remove or restrict unlawful content and address repeated infringement under clause 17. Where required by law, we will report suspected criminal offences involving a threat to life or safety to the competent authorities.

19. Third-party plugins and services

19.1 Looper Studio may support third-party plugins and formats, including VST3, AU and AUV3.

19.2 Third-party plugins are provided by their respective owners.

19.3 NDT does not control or guarantee third-party plugins, services or content.

19.4 You are responsible for:

• obtaining necessary licences;
• complying with third-party terms;
• assessing security and compatibility; and
• maintaining backups.

19.5 NDT is not responsible for loss, corruption, incompatibility or security problems caused solely by third-party plugins or services, subject to mandatory law.

19.6 Third-party software and open-source notices Looper Studio and the Services may include or depend on third-party software, open-source components, fonts, SDKs and other third-party assets. Those components may be subject to separate licence terms. Where required, the applicable third-party licence terms prevail for the relevant component and may grant you rights that are not limited by these Terms or the EULA. Third-party software notices, copyright statements and applicable licence texts are available at https://looper.studio/legal/acknowledgements. The notices will be maintained and updated as relevant components or their applicable licence terms change. They may also describe any applicable source-code, relinking or attribution rights. Nothing in these Terms or the EULA limits or replaces any rights you may have under the applicable third-party licence terms.

20. Privacy, cookies and communications

20.1 Personal data is processed in accordance with the Privacy Notice at https://looper.studio/legal/privacy

20.2 Information about hosting, service providers and international data transfers is provided in the Privacy Notice.

20.3 We may process device, activation, technical, crash, Account, payment and support information as described in the Privacy Notice.

20.4 The website may use cookies and similar technologies. Information about those technologies and consent choices will be provided through the website’s cookie notice and settings.

20.5 We may send:

• essential service communications;
• security notices;
• billing and Account messages;
• trial and subscription notices;
• product announcements; and
• marketing communications.

20.6 Promotional product announcements, trial offers and other marketing will be sent only with any consent required by law or under a lawful exception, with an easy and free opt-out. Accepting these Terms does not constitute marketing consent. Necessary service, security, legal and billing messages are not marketing; we may send them while relevant to your relationship with us.

21. Support and complaints

21.1 Support is available by email at support@looper.studio.

21.2 Support is available on the same general basis to trial users, perpetual-licence users, subscription users and Organisation users.

21.3 We aim to acknowledge support requests within five business days.

21.4 We aim to provide a substantive response or proposed next step within a reasonable period having regard to the issue’s nature and complexity.

21.5 These are service targets, not guaranteed response or resolution times.

21.6 Complaints should include:

• the Account email address;
• order details, where relevant;
• a description of the issue; and
• the outcome sought.

21.7 We aim to acknowledge complaints within five business days and provide a substantive response within 14 calendar days. Complex matters may take longer.

21.8 Nothing in this section prevents a Consumer from using any statutory complaint, regulatory, dispute-resolution or court process available under applicable law.

22. Updates and changes

22.1 We may provide updates to Looper Studio and the Services. For Consumers, we will inform you of and supply updates, including security updates, necessary to maintain conformity for the period required by applicable law. Any stated minimum update-support period does not reduce those statutory obligations.

22.2 We will explain the availability of relevant updates, installation requirements and reasonably foreseeable consequences of not installing them. We will not describe a feature-only update as necessary for conformity or conceal known adverse effects that must be disclosed. Your failure to install an update affects our liability only where the applicable legal conditions are met.

22.3 For Services supplied over time, we may make changes beyond those needed to maintain conformity only for a valid reason stated here: adapting to changes in operating systems, technical standards or interoperability requirements; addressing security threats or legal requirements; or making proportionate technical improvements to maintain effective operation as user numbers or infrastructure change. For Consumers, such changes will be made without additional cost and explained clearly. This clause does not authorise removal of purchased core functionality merely to require an upgrade.

22.4 If a modification negatively affects a Consumer’s access or use by more than a minor amount, we will give reasonable advance notice by email or another durable medium describing the change, timing and right to terminate. You may terminate the affected contract free of charge within 30 days after receiving the notice or the modification taking effect, whichever is later, with the legally required refund and content retrieval. This termination right does not arise if we let you retain the unmodified, conforming version without additional cost. Permanent discontinuation is subject to clause 28.3.

22.5 We may amend these Terms only to the extent reasonably necessary and proportionate to address:

• legal or regulatory changes;
• security developments;
• technical or operational developments;
• changes to the Services permitted under this clause;
• changes in our organisation or contact arrangements that do not reduce your rights; or
• correction or clarification of errors.

22.6 We will explain material amendments and their effective date by email or another durable medium at least 30 days in advance, unless a shorter period is necessary to comply with law or respond to an urgent security threat. In that case, we will give as much notice as reasonably possible. Mandatory notice periods and consent requirements take precedence.

22.7 If a material amendment adversely affects you and you do not accept it, you may terminate the affected ongoing Service before it takes effect and receive a proportionate refund for any prepaid period not supplied. This does not limit the longer or additional rights in clause 22.4 or other statutory remedies.

22.8 Continued use signifies acceptance only where legally effective and where the notified amendment is valid under this clause. Where express consent is required, we will obtain it; silence or continued use will not substitute for that consent.

22.9 Amendments will not retrospectively remove accrued rights or the core rights of a valid perpetual licence. Necessary security or technical measures remain subject to the EULA, statutory conformity duties and applicable remedies; they do not confer a general right to revoke a perpetual licence.

22.10 You may report suspected vulnerabilities or security incidents to support@looper.studio. We will issue affected-user security notices and report to competent authorities where required by applicable law. This does not transfer our reporting obligations to users.

23. Intellectual property

23.1 NDT and its licensors own Looper Studio, the Services, the website and related intellectual-property rights.

23.2 Except as expressly stated, these Terms do not transfer ownership of NDT intellectual property to you.

23.3 You must not use NDT names, logos or trademarks except as permitted by law or with written permission.

23.4 If you provide feedback, you grant NDT a perpetual, worldwide, royalty-free right to use, reproduce, modify and commercialise that feedback without payment or attribution. This right excludes the use of your confidential information, personal data, and User Content.

24. Disclaimers

24.1 For Business Customers only, and subject to clause 25.5 and express contractual commitments, the Services are provided on an “as is” and “as available” basis to the extent permitted by law. For Consumers, the Services remain subject to the legal guarantee of conformity and all mandatory standards.

24.2 We do not guarantee that the Services will meet every requirement, operate without interruption or remain error-free.

24.3 We do not guarantee that cloud synchronisation will prevent data loss.

24.4 Nothing in these Terms excludes statutory consumer rights or liability that cannot lawfully be excluded.

25. Liability

25.1 For Business Customers only, and subject to clause 25.5, 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.

25.2 For a Business Customer’s subscription, and subject to clauses 25.4 and 25.5, NDT’s total liability under these Terms is limited to the fees paid for the relevant Service during the 12 months before the event giving rise to the claim, including fees paid through Polar or a Store Provider.

25.3 For Business Customers’ perpetual Software licences, the EULA governs Software-licence liability. No EULA cap limits a Consumer’s liability rights under clause 25.6 or any non-excludable liability.

25.4 For an Organisation acting as a Business Customer, and subject to clause 25.5, the following cap applies instead of clause 25.2. Liability under these Terms is limited to the fees paid by that Organisation for the relevant Services during the preceding 12 months

25.5 Nothing excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any 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.

25.6 For Consumers, NDT is responsible under applicable law for loss caused by its breach of contract or failure to exercise legally required care and skill. The business exclusions and financial caps in clauses 25.1–25.4 do not apply. Statutory remedies for non-supply, non-conformity, damage to devices or digital content, and infringements 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 the law provides otherwise.

26. Indemnity

26.1 To the extent permitted by law, a Business Customer will indemnify NDT against claims, losses and reasonable costs arising from:

• its breach of these Terms;
• its users’ unlawful conduct;
• User Content submitted by it or its users;
• infringement of third-party rights; or
• misuse of organisation seats or Accounts.

26.2 This clause does not apply to the extent that a claim results from NDT’s breach, negligence or unlawful conduct.

26.3 This indemnity applies only to Business Customers and does not apply to Consumers.

27. Export controls and sanctions

27.1 You must comply with applicable export-control and sanctions laws.

27.2 You confirm that your use of Looper Studio will not breach applicable sanctions or restrictions.

27.3 NDT may restrict access where required by applicable sanctions or export-control law. If a payment provider cannot process a transaction, we may decline that transaction; a provider’s commercial policy does not by itself establish that your conduct is unlawful. Restrictions affecting existing paid entitlements must be proportionate and comply with clauses 17 and 28 and mandatory refund rights.

28. Suspension and termination

28.1 You may stop using the Services at any time. To stop automatic subscription renewal, follow clause 8.6 or the applicable Store Provider’s process; merely ceasing use or uninstalling the Software does not cancel billing. Statutory withdrawal and termination are governed by clause 10.

28.2 We may suspend or terminate an Account or Service entitlement in accordance with clause 17.

28.3 If we permanently discontinue a paid Service for reasons not attributable to your breach, we will give reasonable advance notice on a durable medium, preserve any legally required access or content-retrieval opportunity, and reimburse the unused prepaid portion of that Service through the relevant seller where applicable. We will provide any further remedy required by law, including where the discontinued functionality formed part of a perpetual purchase. This does not extinguish a valid perpetual Software licence.

28.4 On termination:

• access to online Services may end;
• cloud synchronisation may stop;
• Showcase and Community Presets/Templates may become unavailable;
• stored content may be deleted only subject to clause 6, applicable retrieval rights and the Privacy Notice; and
• unpaid sums may remain payable.

28.5 Termination does not affect rights, liabilities or payment obligations accrued before it takes effect. Clauses concerning ownership of intellectual property, liability, the Business Customer indemnity, disputes and interpretation survive only to the extent needed to give effect to those accrued rights or their stated purpose. The licence to NDT under clause 13.3 ends when the relevant content is removed from the Services or the contract ends, except for limited processing lawfully necessary to complete deletion and backup cycles, meet legal obligations or exercise or defend legal claims. Where consumer law requires us to cease using non-personal content following withdrawal or termination, we will do so, subject only to its statutory exceptions. Licences already lawfully granted to other users under clauses 11 and 12 are unaffected to the extent permitted by law. Personal data remains governed by applicable law and the Privacy Notice.

29. Governing law and jurisdiction

29.1 These Terms are governed by the laws of the Republic of Cyprus, excluding conflict-of-law rules.

29.2 Nothing deprives a Consumer of mandatory rights under the law of the Consumer’s country of residence.

29.3 The courts of the Republic of Cyprus have exclusive jurisdiction for Business Customer disputes, unless a separate agreement provides otherwise. Consumers retain all mandatory jurisdiction rights, including the right to bring proceedings in their home courts where applicable. NDT may sue a Consumer only in a court permitted by applicable consumer-jurisdiction rules.

29.4 A Business Customer agrees that Cyprus is an appropriate jurisdiction for disputes arising from these Terms unless a separate written agreement states otherwise.

30. General provisions

30.1 These Terms, the EULA, and any incorporated contractual policies constitute the agreement between you and NDT concerning the Services. Personal data is processed as described in the Privacy Notice.

30.2 If a provision is unenforceable, the remainder remains effective.

30.3 Failure to enforce a provision is not a waiver.

30.4 You may not assign these Terms without our consent.

30.5 We may transfer our rights and obligations under these Terms in connection with a merger, acquisition, reorganisation or sale of the relevant business or assets, provided that this does not reduce a Consumer’s rights or guarantees. We will notify affected users of a change in the contracting provider and comply with any applicable consent or other legal requirements.

30.6 The English version prevails to the extent permitted by law. This does not limit any right you may have to receive mandatory consumer information in another language or to rely on a translation supplied by us where applicable law so requires.

30.7 No person other than a party to these Terms may enforce them, except where applicable law provides otherwise.

30.8 Electronic notices may be provided through the Services or sent to the email address linked to your Account.

Schedule 1 — Community Guidelines and Content Rules

Users must not use Showcase, Community Presets/Templates or related features to:

• infringe copyright or other rights;
• upload copied songs, lyrics, melodies, recordings, MIDI or project files without a licence, permission or applicable legal exception;
• publish unlawful, defamatory, threatening, hateful or discriminatory content;
• publish obscene or sexually exploitative content;
• sexualise or exploit minors;
• promote illegal drugs, unlawful gambling or self-harm;
• impersonate another person or organisation;
• send spam or unauthorised advertising;
• conduct prohibited political campaigning;
• upload malware or harmful code;
• evade visibility or download restrictions;
• redistribute or sell Community Presets/Templates;
• harass or target other users;
• manipulate likes, follows or reports; or
• make deliberately false or abusive reports.

Reports should be sent to support@looper.studio.

NDT generally acts on reports and violations brought to its attention and does not undertake continuous monitoring of all User Content. Moderation procedures, including the role of automated tools and human review, are described in clause 17. Our assessment considers context, seriousness, user rights and lawful expression; restrictions and appeals follow clauses 17 and 18.

Schedule 2 — Consumer Cancellation Notice

Where a statutory withdrawal right applies, you may withdraw without giving a reason by sending an unequivocal statement. For a purchase from Polar, contact support@polar.sh or the Polar seller identified on your order confirmation. You may also send it to NDT at the details below; we will acknowledge receipt and promptly coordinate with the relevant seller without requiring you to restart the request. For a direct contract with NDT, use these NDT details:

GN NEODIGITAL TECHNOLOGIES LTD
Leoforos Ellados 79, 8020 Paphos, Cyprus
Email: info@ndt.cy

You may use the model form below, but it is not compulsory. To meet the deadline, send your statement before the applicable withdrawal period expires. Where available under clause 10.8, you may also use the online withdrawal function at https://looper.studio/dashboard/settings and will receive an acknowledgement on a durable medium, including the content, date and time of submission.

This form does not limit any other legally valid method of exercising a cancellation or withdrawal right.