TERMS OF USE FOR THE LUDUS AI SERVICES

Last updated: 19th April 2025

These Terms of Use ("Terms") constitute an agreement ("Agreement") between Ludus AI P.S.A. ("Company", "we", "us", "our") and you or the entity you represent ("User", "you", "your") regarding your use of the Ludus web-based application and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. This Agreement concluded between the Company and the User at the moment of activation of your Ludus account by the Company.

1. DEFINITIONS

"AI Services" refers to services using Artificial Intelligence models to generate Outputs based on User Prompts.
"Services" refers to the Ludus web-based application, created by the Company, functioning as a Chatbot providing Outputs based on User Prompts, utilizing its database containing Unreal Engine Code derivatives and proprietary AI models, provided as a Software as a Service (SaaS) model.
"Epic Games" refers to Epic Games, Inc., 620 Crossroads Blvd., Cary, North Carolina, USA.
"User Account" refers to an account created by the User.
"Unreal Engine Code Derivatives" refers to derivatives of the Unreal Engine code, obtained from the official Epic Games Github repository, upon acceptance of the Unreal Engine EULA available at https://www.unrealengine.com/en-US/eula/unreal, created by the Company.
"Subscription Fee" refers to a recurring fee paid by the User based on their chosen subscription plan.
"Output" refers to the response of the Services to the Prompt entered by the User.
"Privacy Policy" refers to a document outlining the rules for processing data received by the Company, including personal data.
"Prompt" refers to the keywords or texts entered into the Services by the User, based on which the Services generate Outputs.
"Registration" refers to all technical activities performed using the tools provided by the Company, involving the completion of an electronic registration form with the User's address data and making relevant declarations, including acceptance of these Terms, to activate the User Account.
"Subscription" refers to the plan chosen by the User for using the Services.
"Contact Point" refers to the designated email address and point of contact for communication between the User, the Company, and EU authorities, which is hello@ludusengine.com.

2. SERVICES

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business purposes.
The Services allow you to submit Prompts and receive Outputs generated by the Company's AI models. You are solely responsible for the content of your Prompts and for ensuring that you have all necessary rights and permissions to submit them to the Services.
The Company retains all intellectual property rights in the Services, including any modifications, improvements, or derivative works. You may not copy, modify, distribute, sell, or lease any part of the Services or included software, except as expressly permitted by these Terms.
The Company uses the services of Anthropic AI, regulated by a separate agreement between the Company and Anthropic Ireland, Limited. Additionally, the Company may utilize services provided by DeepSeek AI and potentially other third-party AI model providers (collectively, "AI Partners"). The Company has the right to use external tools, including AI Partners, to perform the Agreement without the need for prior consent from the User. User data, specifically including Prompts submitted by you, may be sent to these third-party service providers and AI Partners as necessary to provide the Services (i.e., generate Outputs). Refer to our Privacy Policy for details on data handling by third parties.
The Company may update or modify the Services from time to time. We will provide notice of any material changes that affect your use of the Services. The Company has the right to introduce temporary breaks in the operation of the Services for technical reasons, about which you will be appropriately informed.
The Company reserves the right to monitor and moderate content posted by Users in the Services and take actions and decisions to remove such content.

3. USER ACCOUNTS

To access and use the Services, you must create a User Account by providing accurate and complete information during the Registration process. You must be at least 18 years old to create an account.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify the Company immediately of any unauthorized access or use of your account.
You are not allowed to share your account credentials with anyone else. You are responsible for the proper use of the User Account. The Company is not responsible for actions by unauthorized persons resulting from the User's omissions.
The Company reserves the right to suspend or terminate your account if we reasonably believe that you have violated these Terms or engaged in any fraudulent, abusive, or illegal activity.
In order to use the services, You must accept the Unreal Engine EULA available at https://www.unrealengine.com/en-US/eula/unreal. In order to use the Services you must be a member of the Epic Games Github organization and have a valid Github account. You are required to confirm the acceptance of the Unreal Engine EULA and your membership of the Epic Games Github organization during the Registration process.
The Company reserves the right to control the User's compliance with the relevant licenses of Epic Games and other software. Upon the Company's request, the User must provide proof of compliance with the Epic Games licenses and other software within 7 days. This right may also be exercised before activating the User Account, despite the correctly completed registration form. As a result of such control, the Company may refuse to activate the User Account and conclude the Agreement or delete an already active User Account and terminate the Agreement with immediate effect due to the User's fault, informing them accordingly.

4. SUBSCRIPTION AND FEES

Access to the Services requires a paid Subscription. The available Subscription plans and associated fees are described in Annex No. 1 to these Terms.
Subscription Fees are non-refundable, except as expressly stated in these Terms or required by applicable law. Any requests for refunds, where potentially applicable under these Terms or required by law, must be submitted by contacting the Company at the Contact Point. The Company may change the Subscription Fees or plans upon reasonable notice to you.
If you fail to pay the applicable Subscription Fees within 14 days of the due date, your account may be downgraded or suspended. The Company reserves the right to pursue legal action for non-payment.
Enterprise plan Subscriptions are subject to a separate agreement to be concluded individually with the Company, which will outline the specific terms, conditions, and services applicable to Enterprise Users.

5. USER OBLIGATIONS

You agree to use the Services in compliance with all applicable laws, regulations, and these Terms. You may not use the Services for any unlawful, fraudulent, or malicious purposes.
You are prohibited from: a. Sharing your account credentials with unauthorized persons; b. Using the Services in a manner that infringes intellectual property rights, violates privacy or publicity rights, or harms the Company's reputation; c. Reverse engineering, decompiling, or attempting to derive the source code of the Services; d. Using the Services, including any insights gained into its functionality, proprietary methods, workflows, data structures (including the structure and nature of Unreal Engine Code Derivatives utilized), or underlying logic derived from accessing or interacting with the Services or analyzing its Outputs, to directly or indirectly design, develop, build, market, or sell any product or service that competes with the Services provided by the Company; e. Submitting Prompts that contain personal data, spam, offensive content, or malicious code.
You are solely responsible for your use of the Outputs generated by the Services. The Company disclaims all liability for any harm or damage resulting from your use of the Outputs.
You are required to inform the Company of any changes to your data provided during the Registration of the User Account, especially if your membership of the Epic Games Github organization or acceptance of the Unreal Engine EULA has changed.

6. INTELLECTUAL PROPERTY

As between you and the Company, the Company owns all right, title, and interest in and to the Services, including all intellectual property rights therein.
Subject to your compliance with these Terms, the Company grants you a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, modify, and create derivative works of the Outputs generated for your account for your internal business purposes or other lawful purposes consistent with these Terms. You retain ownership of your Prompts. By submitting Prompts, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use the Prompts solely for the purpose of providing, maintaining, and improving the Services, including, but not limited to, training and fine-tuning the AI models of the Company, provided that such use does not involve disclosure of your confidential information contained within the Prompts except as necessary to provide the Service or as aggregated and anonymized.
Your use of the Outputs under the license granted in Section 6.2 must comply with all applicable laws and these Terms, including the prohibitions outlined in Section 5.2. You are responsible for ensuring your use of the Outputs does not infringe on any third-party rights.

7. PRIVACY AND DATA PROTECTION

The Company's processing of personal data in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference.
You agree not to submit any personal data or sensitive information in your Prompts.
The Company may use aggregate, de-identified data derived from your use of the Services for analytics, benchmarking, and product improvement purposes.

8. TERM AND TERMINATION

These Terms will remain in effect until terminated by either party in accordance with this Section.
You may terminate these Terms at any time by closing your User Account using the self-service tools provided within the Services interface. If such tools are unavailable, you may terminate by contacting the Company at the Contact Point. The Company may terminate these Terms and your access to the Services at any time for any reason upon notice to you.
Upon termination, your right to access and use the Services will immediately cease. The Company may delete your account and any associated data after a reasonable period following termination.
The following Sections will survive any termination of these Terms: 5 (User Obligations), 6 (Intellectual Property), 7 (Privacy and Data Protection), 9 (Disclaimers and Limitations of Liability), 10 (Indemnification), and 12 (General Terms).

9. DISCLAIMERS AND LIMITATIONS OF LIABILITY

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES.
THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $1000 USD. For Users subscribing under an Enterprise Plan governed by a separate agreement, the terms concerning limitations of liability within that separate agreement shall supersede this Section 9.3, provided such terms are explicitly included therein. In the absence of specific liability terms in the separate Enterprise agreement, this Section 9.3 shall apply.
THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (a) your use of the Services in violation of these Terms, (b) your Prompts or Outputs, or (c) your violation of any third-party rights.

11. DISPUTE RESOLUTION

If a dispute arises between you and the Company, we agree to first try to resolve it informally. If we cannot resolve the dispute informally, then except for disputes related to the Company's intellectual property rights, all disputes arising out of or in connection with these Terms will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.
The seat of the arbitration will be Warsaw, Poland. The language of the arbitration will be English. The governing law of these Terms is the substantive law of Poland.

12. GENERAL TERMS

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be void. The Company may freely assign or transfer these Terms without restriction.
Notices. Any notices or other communications provided by the Company under these Terms will be given by email to the address associated with your account. Notices will be deemed to have been duly given on the day after they are sent.
Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of Poland, without regard to its conflict of law provisions. In matters not regulated, the Polish Civil Code and the separate Enterprise agreement shall apply in particular.
Entire Agreement. These Terms constitute the entire agreement between you and the Company regarding the use of the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Waiver. The failure of the Company to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
Contact Information. If you have any questions about these Terms or the Services, please contact us at the Contact Point.

ANNEX NO. 1: SUBSCRIPTION PLANS AND FEES

The Company offers the following Subscription plans and Credit Packs for the Services:

Subscription Plans

1. Free Plan:

Access to Ludus Lite, a basic version of the product
Usage limits: 300 credits per month
No access to the full version of Ludus
No self-hosted option or project-based knowledge base
Price: $0/month

2. Indie Plan:

Access to Ludus Lite (after exceeding full version limits)
Access to the full version of Ludus
Usage limits: 25,000 credits per month
No self-hosted option or project-based knowledge base
Monthly Billing: $10/month (net price, excluding VAT)
Yearly Billing: $96/year (net price, excluding VAT)

3. Pro Plan:

Access to Ludus Lite
Access to the full version of Ludus
Usage limits: 70,000 credits per month
No self-hosted option or project-based knowledge base (available in the Enterprise plan)
Monthly Billing: $25/month (net price, excluding VAT)
Yearly Billing: $240/year (net price, excluding VAT)
Includes a 14-day free trial (applicable to both monthly and yearly billing options upon initial sign-up for the Pro Plan).

4. Enterprise Plan:

Subject to a separate agreement to be concluded individually with the Company
Customized features and usage limits based on the specific requirements of the Enterprise User
Default usage limit: 500,000 credits per month (can be customized)
May include self-hosted option and project-based knowledge base, as outlined in the individual agreement
Price: To be determined based on the specific agreement between the Company and the Enterprise User

Credit Packs (One-Time Purchase)

Credit Packs provide additional credits that can be purchased at any time and do not expire.

Small Credit Pack: 35,000 credits for $15 (net price, excluding VAT)
Medium Credit Pack: 100,000 credits for $35 (net price, excluding VAT)
Large Credit Pack: 250,000 credits for $70 (net price, excluding VAT)
Ultimate Credit Pack: 600,000 credits for $150 (net price, excluding VAT)

Additional Terms and Conditions:

All prices are in USD and net of any applicable taxes, including VAT.
As the Company is based in Poland, it is required to charge 23% VAT on top of the net prices for Users subject to VAT in accordance with applicable laws and regulations.
The Company reserves the right to change the Subscription plans, Credit Packs, features, usage limits, and pricing upon reasonable notice to Users. Any material changes will be communicated to affected Users via email or through the Services.
Upgrading or downgrading between Subscription plans may be subject to additional terms and conditions, which will be communicated to Users at the time of the change.
The Company may offer promotional pricing or discounts at its sole discretion, subject to any applicable terms and conditions specified in the promotional offer.
Users are responsible for ensuring compliance with their chosen Subscription plan and any applicable usage limits.
Subscription credits are reset at the beginning of each billing cycle (monthly or yearly). Unused subscription credits do not roll over to the next billing cycle.
Purchased Credit Packs do not expire and remain available until fully consumed.
The Company reserves the right to adjust the credit system and conversion rates between credits and tokens/messages as needed to maintain service quality and fairness. The Company will provide Users with at least seven (7) days' notice of any material changes to the credit system or conversion rates impacting active subscriptions or purchased credits, typically via email or notification within the Services.