Live2D Open Software License Agreement

Applicable Software

This Agreement is a legal contract made between you and Live2D Inc. (hereinafter “Live2D”) relating to license of the Software (as hereinafter defined.)

By checking the box with links to this Agreement, clicking “accept”, by downloading, installing or using the Software, obtaining Source Code Repository (as hereinafter defined), or providing the Feedback or Contributions (as defined in Section 13 of this Agreement), you are agreeing that you understand this Agreement and accept all of its terms. If you do not agree to the terms of this Agreement, you may not use the Software.

You may have another written agreement directly with Live2D (e.g. a volume license agreement) that supplements or supersedes all or portions of this agreement. Use of some Live2D materials, network resources, Sample Materials (as hereinafter defined) and services included in or accessed through the Software may be subject to additional terms and conditions.

1.Definitions

1.1 “Software” means programs, any proprietary scripting embedded, source codes, graphics and documents of the Applicable Software indicated above, the Sample Materials enclosed therewith, as well as modified versions and copies thereof, upgrades, updates, and any and all additional information.

1.2 “Representatives” means you and any individuals who are involved in operation of any legal entity (or similar business entity) that obtained the Software and on whose behalf it is used, including without limitation board of directors, employees (regardless of forms of employment such as full-time, part-time, temporary, or permanent), contract workers, agency staff, interns, and any other individuals employed or contracted to perform work on behalf of the Customer.

1.3 “Customer” means you and any legal entity that obtained the Software License (defined in Section 2.1) and on whose behalf it is used, and the Representatives of the legal entity of which you are a member; for example, and as applicable, your employer and your employees.

1.4 “Derivative Work” means application, animation, or any work developed through using all or any part of the Software.

1.5 “Expandable Application” means any work having significant expandability. In particular, it includes the Derivative Work which uses and generates any indefinite numbers of models by adding or combining files or data (e.g. avatar), or, the Derivative Work containing multiple or other works in one title, or accessible to such works through one title (e.g. collection of relevant works or portal).

1.6 “Publish” means to produce the Derivative Works of the Customers using the Software that is accessible and available by distribution, transfer, broadcast, advertisement, announcement, sharing and other means, whether individually, internally, commercially, non-commercially or in any other ways. Live2D retains the right to determine whether or not an act by the Customer corresponds to “Publish” at its sole discretion.

1.7 “Non-commercial” means the purpose of activities that are not intended for economical benefits of your own or that of third parties. Any direct or indirect activities by a company, its agents, or third parties acting in favor of the company are not deemed Non-commercial, even if such activities are led by individuals or informal groups.

1.8 “Internal” means the purpose of activities that are solely intended for and available to members within an organization or the Representatives within a legal entity or similar business entity.

1.9 “Training” means the act for the Customer to become proficient in handling or in functions of the Software and Compatible Computers which use the Software.

1.10 “Sample Material” means materials supplied by Live2D as sample, including without limitation any data, artwork, image, design, name and the like.

1.11 “Output File” means an output file the Customer creates with the Software.

1.12 “End User” means individuals or groups that use the Derivative Work and Output File delivered by the Customer.

1.13 “Distribute” means to perform show, publicly transmit, display or distribute the Software, Source Code and Object Code (as hereinafter defined), in whole or in part, or publications containing the Derivative Work and Output File that are produced using the Software available to third parties with or without consideration (including the introduction of all or part of the Software and Customer’s publications into a server for third parties with access via the Internet), or prepare for any of the foregoings.

1.14 “Distributor” means individuals or groups that Distribute the Software, Derivative Works and Output Files which the Customer Distributes on behalf of the Customer.

1.15 “Redistribute” means performance, showing, public transmission, display or distribution of part or whole duplicate of the Software, and preparation thereof with or without consideration (including the introduction of all or part of the Software into a server for third parties with access via the Internet).

1.16 “Account” means user account accompanied by unique ID which the Customer chooses and the password associated with the ID. The Customer can acquire Source Code Repository (as hereinafter defined) by using this Account.

1.17 “Runtime Software” means the program components necessary for execution of the Software functions which Live2D provides to the Customer separately from the Software. The components of the Runtime Software include the Source Code and Object Code as defined below.

1.18 “Source Code” means the software program in a form that people can read that is included in the Software or that Live2D specifies separately to the Customer. This includes all the modules included in the software program, the definition file of the relevant interfaces and the scripts used for the control of the installation of the files that can be compiled and executed (Object Code).

1.19 “Object Code” means the software program in a form that the Compatible Computer can execute that is included in the Software or that Live2D specifies separately to the Customer. This includes all the modules included in the software program, the relevant library files and the files of intermediate data representation including the binary code resulting from the compilation of the Source Code.

1.20 “Code Snippet” means the program components in the Source Code form or Object Code form described in about thirty lines which themselves cannot constitute an executable program.

1.21 “Source Code Repository” means the file archive and Web hosting function where the Source Code included in the Software is stored publicly or privately.

1.22 “Licensee” means individuals or groups (including the Customer defined in Section 1.3) that agree to this Agreement with Live2D.

1.23 “Compatible Computer” means a Computer (as hereinafter defined) with the recommended operating system and hardware configuration for use of the Software.

1.24 “Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.

1.25 “Membership” collectively refers to the membership status that fulfills the conditions for the use of the software and services that Live2D offers and the rights and obligations arising therefrom. Such conditions may be amended from time to time at the sole discretion of Live2D.

2. Software License and Publication License Agreement

2.1 License Grant for Software

Subject to the condition that the Customer observes all the conditions of this Agreement, Live2D grants the Customer a non-exclusive right to use, copy, show, demonstrate and alter the Software for lawful purposes (“License”). The Customer may not sublicense, sublease or transfer the License to any third party other than the Customer.

2.2 Conditions for Permission of Distribution

Only in the following cases the Customer may Distribute, etc. the Software (including amendments thereto by the Customer in accordance with the Agreement).

2.2.1 Distribution to Distributors and End Users

Only when the Customer incorporates the Software (including amendments thereto by the Customer in accordance with the Agreement) into the Derivative Work and integrates, combines or refers to, with the “Runtime Software” which Live2D specifies and the Software is incorporated into the Derivative Work in a state that major functions of the Runtime Software are available, the Customer may Distribute the Software to the Distributors and End Users. For acquisition of “Runtime Software,” inquiry should be made directly to the official site or customer support of Live2D.

2.2.2 Distribution to Other Licensees

The Customer may Distribute the Software (including amendments thereto by the Customer in accordance with the Agreement) to other Licensees having the rights under the license relating to the Software of the same version as the Customer intends to Distribute.

2.2.3 Distribution to Third Parties

Subject to the condition that a third party who receives Distribution from the Customer succeeds to this Agreement, the Customer itself may Distribute the Software (including amendments thereto of the Customer in accordance with the Agreement) to the third party.

2.2.4 Distribution in the Code Snippet Form

When the Customer Distributes the Source Code form and Object Code form (including amendments thereto of the Customer in accordance with the Agreement) in the form of the Code Snippet, it shall be permitted only when the Customer observes this Agreement; provided, however, that the Customer shall be deemed to have agreed that the form of the Code Snippet which the Customer Distributes falls under “Feedback and Contributions” set forth in Article 13 hereof.

2.3 Setting of Publication License Agreement

The Customer may not Distribute or Publish Derivative Works under the conditions set forth in 2.2.1 hereof unless the “Live2D Publication License Agreement” is separately executed between the Customer and Live2D regarding use of the Runtime Software.

3. Scope of Agreement

3.1 The Customer may not install the Software on the Compatible Computer of any third party or allow any third party to use the Software. If the Customer intends to allow a third party to use Customer's Compatible Computer on which the Software is installed, the Customer must cause the third party to comply with this Agreement and shall be held responsible for such compliance.

3.2 If the Customer is entering into this Agreement and accepting all of its terms on behalf of a legal entity, the Customer declares and guarantees that the Customer has the authority to represent the legal entity and its Representatives and to hold them liable to this Agreement.

3.3 The Customer shall observe the Copyright Acts of Japan and other countries, the treaties regarding the rights of authors and the neighboring rights thereof and any other laws and regulations regarding the intellectual property rights in the use of the Software.

4. Intellectual Property

4.1 The Software and any authorized copies thereof are the intellectual property, such as patent right and copyright, of and are owned by Live2D or third party having the legitimate rights thereof, and are protected by law, including but not limited to the copyright laws of Japan and other countries, and by international treaty provisions.

Except as expressly stated herein, this Agreement does not grant or transfer to the Customer any intellectual property rights in the Software. All rights not expressly granted are reserved by Live2D. If the Software, or any data relating to the Software or data referred by the Software include intellectual property right of third party, the Customer shall not infringe such intellectual property right.

4.2 The Customer owns the title, copyright, and other intellectual property rights in the Derivative Work, but ownership of any intellectual properties, such as patent right, copyright and the like, of the Software and any portion(s) of the Software remains with Live2D. Live2D may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies. Furthermore, the Customer agrees that Live2D has such right to seek said remedies.

4.3 Cybernoids, Live2D, any name in this Software, and all related titles and logos are either registered trademarks or trademarks of Live2D in Japan and/or other countries. All other trademarks are the property of their respective owners.

5. Restrictions and Requirements

Live2D reserves all rights not expressly granted to the Customer in this Agreement. Unless applicable law gives the Customer more rights notwithstanding this limitation, the Customer may use the Software only as expressly permitted in this Agreement.

the Customer may not do the following:

5.1 No Modifications

Except as expressly permitted in this Agreement, the Customer may not modify, port, adapt, or translate the Software, and manuals, help and other relevant materials provided incidental thereto. The Customer may not alter, amend or remove any indication about license included in the Software.

5.2 No Publication of Expandable Applications

The Customer may not Publish the Expandable Applications developed using the Software. When Publishing the Expandable Applications, the “Live2D Publication License Agreement” shall be separately executed between the Customer and Live2D.

5.3 No Transfer of Rights

Except as expressly permitted in this Agreement, the Customer will not rent, lease, sell, sublicense, assign, or transfer its rights in the Software, or authorize any portion of the Software to be copied onto another individual or legal entity's Compatible Computer. Moreover, any Account may not be assigned. If the Customer intends to contract a third party to perform work that requires use of the Software, the applicable third party must obtain its own license directly from Live2D.

5.4 No Transfer of Contractual Status

The Customer may not assign or transfer to any third party or have any third party succeed to the contractual status, rights and obligations granted to the Customers under this Agreement.

5.5 No Service Bureau

The Customer will not use or offer the Software on a service bureau basis to other individuals or legal entities not owning the License.

5.6 No Diversion of Sample Material

Any rights to the Sample Material which Live2D provides shall be vested in Live2D or the original author or any other third parties having the legitimate rights. The Sample Material or Output Files including the Sample Material may not be used for any purposes other than Internal evaluation of the Software and Training. However, the Customer shall observe any individual provisions and exceptions for such Sample Material which are stipulated separately from this Agreement.

5.7 No Combination with Incompatible License

The Source Code may not be altered or Distributed in such way as the excluded license applies to part of the Software. For the purpose of this Section, the “excluded license” means the license that meets the following conditions for use, alteration or Redistribution: (i) its code is released or distributed in the source code form; or (ii) a third party may alter its code.

5.8 Other Restrictions

6. Confidentiality

Neither Live2D nor the Customers shall divulge to any third party any information disclosed by the other party, technical and business secrets of the other party that become known to them or information that the other party identifies as secret (hereinafter collectively referred to as the “Confidential Information”) unless they obtain the prior written consent of the other party, except for the information set forth in the respective Items below:

6.1 Information that the receiving party obtains before the disclosing party provides it;

6.2 Information that is already in the public domain before the disclosing party provides it or that becomes publicly available through no fault of the receiving party after the disclosing party provides it;

6.3 Information that the receiving party obtains from a third party with the legitimate right without the obligation of confidentiality; and

6.4 Information that is required by laws or any competent public authorities.

7. Cancellation and Termination of Agreement

7.1 Cancellation

If any Customers fall under any of the cases set forth in the respective Items below (when the Customer is corporations or any other organizations, including their officers and the Representatives), Live2D may immediately cancel this Agreement without giving notice to the Customer.

7.1.1 If any Customers engage in the prohibited acts stipulated under Section 5. Restriction and Requirements;

7.1.2 If any Customers breach the provisions of this Agreement and fail to correct the breach within a reasonable period upon notice to them;

7.1.3 If any Customers wrongfully damage the interests of Live2D’s other customers or clients or if any Customers impair the trust, social reputation or status of Live2D or hinder the operations of Live2D;

7.1.4 If it is found that any Customers are or have been antisocial forces (organized crime groups, corporate racketeers and other antisocial organizations or persons) or if it is found that any Customers have or had any capital, business, personal or other relationships with antisocial forces for any purposes;

7.1.5 If any Customers are subject to the revocation of a business permit, suspension of business or other disposition by the competent authorities;

7.1.6 If any Customers suspend payment or become insolvent, or if any Customers dishonor a bill or check;

7.1.7 If any third party files a petition against any Customers for attachment, provisional seizure, provisional disposition or auction, or if any Customers are subject to the disposition of delinquency in the payment of taxes and other public charges;

7.1.8 If a petition is filed against any Customers for the institution of the proceedings for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation, or if any Customers file such a petition;

7.1.9 If any Customers pass a resolution of dissolution, company split, business transfer or merger;

7.1.10 If upon any substantial change in the assets or credit standing of any Customers, it is considered that it may be difficult for them to perform the obligations under this Agreement;

7.1.11 If any Customers violate this Agreement or infringe the intellectual property rights to the Software and cause damage to Live2D; and

7.1.12 If any cases arise that are similar to those described in the respective Items above.

7.2 If any of the cases described in the respective Items of the preceding Paragraph apply, the Customer shall automatically forfeit the benefit of time in relation to all obligations owed to Live2D and immediately pay Live2D all obligations.

7.3 Termination of the Agreement shall not prevent Live2D from exercising a claim for damages against the Customer.

7.4 If this Agreement is terminated pursuant to Section 7.1, the Customer shall promptly destroy the Software, all copies thereof, and all Derivative Work including the Output Files and any other derivatives arising from use of the Software.

8. Amendments

The provisions of this Agreement may be amended from time to time as necessary, at Live2D’s sole discretion. Live2D shall publicly announce any amendments to the provisions of this Agreement on its website and the like, and the amended provisions shall become effective from the date of the latest amendment.

9. Limited Warranty

9.1 Live2D its affiliates, and resellers have no concern about your purpose to use the Software. Live2D, its affiliates, and resellers would not guarantee the performance and/or fitness of the Software for specific purpose, compatibility, non-infringement, or that the Software is error-free. In case the performance and/or function of the Software Live2D expresses does not meet your purpose, Live2D, its affiliates, and resellers would not be liable for refunding or replacement.

9.2 In case unexpected errors, bugs or those that are similar thereto are found on the Software, Live2D will disclose information on those errors, bugs etc. as necessary, and fix them where reasonable. Live2D can determine, at its sole discretion, necessity and timing of provision of information and/or fixation of defects, bugs and the like.

10. Limitation of Liability

Except for remedies that cannot be excluded or limited under the law, Live2D, its affiliates, and resellers, will not be liable to the Customer for any loss, damages, claims, or costs whatsoever including any consequential, indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, arising from use of the Software. In any event, Live2D's aggregate liability and that of its affiliates, and resellers under or in connection with this Agreement will be limited to the amount paid for the Software, if any.

11. Compensation for Damages

The Customer shall be liable to Live2D for the damages arising out of engagement in any restricted actions set forth in “5. Restrictions and Requirements” or Customer's breach of this Agreement. In case Live2D takes legal actions due to Customer’s breach of this Agreement, the Customer shall be liable to Live2D for reasonable attorney’s fees.

12. Privacy

12.1 Live2D may use the Customer information to detect or prevent fraudulent or unauthorized use not in accordance with a valid license, or the Membership. Failure to activate or register the Software, validate the Membership, or a determination by Live2D of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the Membership. Live2D will not be liable for any damage to the Customer due to actions which Live2D takes hereunder.

12.2 At the judgment of Live2D, notices about the Software or electronic mail as part of the functions may be transmitted to the registered address of the Customer.

12.3 Live2D reserves a right at its sole discretion to post on a public forum, FAQ, or Q&A part of discussions, such as Customer's support requests and Live2D's answers, in such a manner that the discussions do not contain any information unique to Customer's identity or privacy.

12.4 The Customer will refer to Live2D's Privacy Policy as set forth separately for matters concerning privacy.

13. Feedback and Contributions

13.1 If the Customer provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Live2D (“Feedback”), regardless of any accompanying communications, Live2D has no obligation to review, consider, or implement Customer’s Feedback, and all such submissions are made on a non-confidential basis. Live2D (and its successors and assigns) have unconditional and unlimited right to use, reproduce, modify and disclose such Feedback without any compensation or attribution, and the Customer waive and agree not to assert any so-called “moral rights” the Customer may have in the Feedback.

13.2 If the Customer provides any programs (in either Source Code form or Object Code form) relating to the Software, in whole or in part, and other information or contents (“Contributions”) to Live2D through any means (including but not limited to forums, wiki, Source Code Repositories, electronic mail and blogs), the Customer shall assign half of ownership of such rights, titles and interests including the copyrights (including the rights set forth in Articles 27 and 28 of the Copyright Act), patent rights and any other intellectual property rights, all of which are included in such Contributions (“Rights to Contributions”) to Live2D. However, the programs or contents, etc. that the Customer uses together with the Software in such a form as Live2D cannot use them shall not be the Contributions set forth herein.

13.3 The Customer shall grant an irrevocable, transferable, sublicensable, royalty-free and non-exclusive license in relation to the ownership interest of the rights of Contributions owned by the Customer set forth in the preceding Section. The Customers shall agree that Live2D may conduct any and all usage relating to Contributions including copy, Distribute, disclose, produce, use, sell, lend, offer to assign, import, alter, adapt, or otherwise produce Derivative Work based on Contribution. The Customer agree not to exercise any right based on ownership interest relating to its own Contributions against other Licensees.

13.4 The Customer shall agree not to exercise any of the rights relating to the Contributions set forth in the preceding Section that cannot be licensed under laws (including but not limited to moral rights) for Licensees other than Live2D and the Customer. In case Live2D use Contributions provided by the Customer, such Customer shall agree Live2D to indicate as sole copyright owner of such Contributions.

13.5 The Customer may continue to freely use Feedback that you provide to Live2D and may continue to use the Contributions that Live2D may use according to this Agreement. The Customer shall understand and agree that Live2D shall not be obligated to use Feedback or Contributions that the Customer provide.

13.6 The Customer represent and warrant the following matters regarding Feedback or Contributions provided to Live2D.

13.6.1 That the Customer has the rights relating to Feedback or Contributions that the Customer provides or that the Customer has the legal authority relating to them and that there is not any security, license or encumbrance of any kind.

13.6.2 That Feedback or Contributions that the Customer provides will not infringe or violate the rights of any third parties (including patent rights, copyrights and other intellectual property rights).

14. Governing Law and Jurisdiction

14.1 This Agreement shall be governed by and construed in accordance with the law of Japan.

14.2 The parties submit to the exclusive jurisdiction of the Tokyo District Court of Japan for the first instance with respect to all controversies arising from the interpretation and performance of this Agreement.

15. Survive

The provisions of Sections 4. (Intellectual Property), 6. (Confidentiality), 9.(Limited Warranty), 10. (Limitation of Liability), 11. (Compensation for Damages), 13. (Feedback and Contributions) and 14 (Governing Law and Jurisdiction) and the provisions hereof shall remain in effect after expiration or termination of this Agreement.

16. General Provisions.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms. Live2D may at any time amend the Agreement as it sees fit, in which case the updated version of the Agreement will be posted on Live2D's website and take effect immediately from the date of updating indicated in the Agreement. The Japanese version of this Agreement will be the version used when interpreting or construing this Agreement. This is the entire agreement between Live2D and the Customer relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

17. Specific Provisions and Exceptions

This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, the terms stated in this section will supersede such other term or condition.

17.1 Pre-release Software Additional Terms

If the Software is a product before official release or a beta version of our software (hereinafter the “Pre-release Software”), then this section applies. The Pre-release Software is not Live2D’s commercial product and may include bugs, errors, and other deficiencies which may arise system errors or data loss. If the Customer received the Pre-release Software pursuant to a separate written agreement or terms of use different from this Agreement, then Customer’s use of the Software is also governed by such agreement.

17.1.1 The Pre-release Software is not Live2D’s commercial product and may include bugs, errors, and other deficiencies which may arise system errors or data loss.

17.1.2 If the Customer received the Pre-release Software pursuant to a separate written agreement or terms of use different from this Agreement, then Customer’s use of the Software is also governed by such agreement.

17.2 Additional Terms for the Sample Material

If the Customer received the Sample Material under a separate written agreement or terms of use different from this Agreement, then Customer’s use of the Sample Material is also governed by such agreement and terms of use.

24th, February 2017, Version 1.0