DenchiSoft
Luise-Riegger-Str. 54
76137 Karlsruhe, Germany
denchi@denchisoft.com
https://denchisoft.com/Germany, April 15th 2024

VTUBE STUDIOEND USER LICENSE AGREEMENT (“AGREEMENT”) VERSION 5.2
BEFORE DOWNLOADING OR INSTALLING VTUBE STUDIO (THE “SOFTWARE”) PLEASECAREFULLY READ THE FOLLOWING AGREEMENT.
This Agreement is made by and between Vincent Diener (“DenchiSoft”) with principal
place of development situated at Luise-Riegger Str. 54, 76137 Karlsruhe, Germany, andany person who downloads, installs or uses the software (“Licensee” or “You”).

1. Subject
Subject to the terms and conditions of this License Agreement is the VTube Studio app
for Windows, macOS, iOS and Android, subsequently called “the software” or “the app”.

2. License usage
DenchiSoft will license the software to you only if you accept all of the terms contained inthis License Agreement. Therefore, you should read this agreement carefully.
By downloading, copying and/or installing the software you accept all the terms in thisLicense Agreement.

2.1 Personal LicenseThis applies to you if you are a natural person (as opposed to a company). You may use
VTube Studio for any purpose, as long as you follow the terms of this agreement.
If you use VTube Studio commercially (superchats, monetized YouTube, etc.), you have topurchase at least one paid version (iOS/Android) or paid DLC. If you use VTube Studiowithout the watermark (for example by cutting it out in OBS), you also have to purchaseone of the paid versions mentioned above.

2.2 Company License
Company Licenses are required for companies with a total income in the previous fiscal
year above the equivalent of $200 000 US dollars.
If you have paid the license fee for a COMPANY LICENSE you can define a company that
becomes the license holder. DenchiSoft grants that company a perpetual, non-exclusive
and non-transferable license for the software. The company, represented by all membersof the company, can install and use the software. Even if the company installs the app on
multiple devices, only one COMPANY LICENSE is needed. However, the app has to bepurchased on the app store for each device (e.g. PRO versions on iOS or DLCs on Steam).
Special case: VTuber Agencies. For VTuber Agencies with a total income in the previous
fiscal year above the equivalent of $200 000 US dollars, a COMPANY LICENSE has to bepurchased. In this document, a VTuber Agency refers to a company that, as its main
business model, manages one or multiple VTubers that participate in activities aimed togenerate revenue directly or indirectly. If this applies to you, please state this clearly inyour license request.
Additionally, the company must also purchase the app on the respective app store per inapp-purchase on each iOS/Android device used, as required by Apple/Google ToS. The
license will be provided as a PDF document.
No software keys or extended functionality will be provided. For internal testing orverification before the purchase decision, you may use the free version.
For company licensing price quotes, please contact denchi@denchisoft.com
IMPORTANT: When purchasing the COMPANY LICENSE, you may have to enter intoanother license agreement with Live2D Inc. depending on your business model andannual sales. This is required for bigger VTuber agencies. Please read the details at thebottom of this agreement carefully (chapter “Further Terms” at the end of the document).

3. Patches and Updates
DenchiSoft may (but is not required to) deploy or provide patches, updates andmodifications to the software that must be installed for the Licensee to continue to use
the software. DenchiSoft may update the software remotely over the Google Play Store,
Apple App Store or Steam Store. Updates may break compatibility with runtime VTubeStudio or Live2D model files. DenchiSoft is not responsible for any broken files that may
result from software updates. The Licensee is required to create safety copies for all files
used in VTube Studio to prevent data loss.

4. Permitted Use for the Audio and Video Content created with the Software
By using the software you can create audio and video content, featuring Avatars,
Backgrounds and/or Accessories. This audio and video content may be kept private or
made public without any restrictions. This includes but is not restricted to commercial
usage in YouTube videos, livestreams, TV commercials, broadcasts or public events(event booths).

5. You acknowledge toThe software is copyrighted and you have only the rights granted to you by this document.
Unless it is not allowed by applicable law, you may not modify, decompile or reverse
engineer the software. You may not, under any circumstances:••••distribute or publish copies of the software or resell, lease, rent, transfer, sublicense, ortransfer rights to the software at any other way.
create derivative works based upon the software.
create license files for the software or attempt to modify the license file and/or or bypass
the license verification procedure of the software.
use VTube Studio or any of its included assets to advertise cryptocurrencies, NFTs or AI"art" projects.

If you are interested in developing extensions/plugins for VTube Studio, please use the VTubeStudio Public API that exposes big parts of the functionality. You may freely distribute and sellplugins created for VTube Studio, see: https://github.com/DenchiSoft/VTubeStudio

6. Disclaimer of warranties
You agree that DenchiSoft has made no warranties either express or implied, regarding
the software, including any functionality, warranties of merchantability, fitness for aparticular purpose and error free operation. You accept the software "as it is".

7. Limitation of liability
Except it is prohibited by law, in no event DenchiSoft will be liable for any lost profit, lostrevenue, lost data, lost opportunities or indirect, consequential, incidental, punitive
damages arising out of or related to the use of the software regardless of whether or not
DenchiSoft has been advised of the possibility of such damages. In no event will
DenchiSoft's liability to you, exceed the amount paid by you for the software under thisAgreement.

8. License Agreement termination
This License Agreement is effective until terminated. You may terminate this Agreement
at any time by deleting and removing all copies of the software. If you violate any of theterms of this License Agreement, your license will terminate. You agree to remove all
copies of the software from your computer if your license terminates.
If any provision of this Agreement is found invalid, the invalidity shall not affect thevalidity of the remaining provisions.

9. Model (and other included assets) License
The Live2D models included in the app (with the exception of “Akari”) belong to Live2DInc., please respect the “Agreement for Free Material” on the Live2D website. The Akari
model was drawn and modeled by Denchi. You may use this model in your own streams(only within VTube Studio), but not for commercial purposes unless you have explicit
written permission from the creator to do so. You are not allowed to use the model as
your “main” streaming model or build a streaming/video channel or social media
presence around her. You are also not allowed to use the model in any way that could
make it appear as if you are officially affiliated with VTube Studio or DenchiSoft.

Other included assets (items, backgrounds, …) may be used freely for any commercial
and non-commercial purpose but only within VTube Studio.

10. VTube Studio Plugins
VTube Studio allows 3rd party developers to create their own plugins that can be used tocontrol certain things inside of the app. Developers may distribute and sell these plugins
however they want. No permission, license or payment to DenchiSoft is required.
If you choose to download/use any 3rd party plugins for VTube Studio, you agree thatDenchiSoft is not responsible for any damage caused by these plugins as they are notcontrolled, developed or tested by DenchiSoft. Please only use plugins from developers
you trust.

11. VNet (Online Multiplayer Collaboration)
VTube Studio offers online multiplayer collaboration functionality on Windows and macOS(called “VNet”) via Steam. You may not use VNet if you are under the age of 13, which isalso the minimum age required to register a Steam account. We do not knowingly collectpersonal information from children under the age of 13.
Furthermore, VNet does not collect or store any personal data, as defined by Article 4 (1)General Data Protection Regulation (GDPR).
If you use VNet, all assets you load (Live2D models, items, …) will be encrypted andshared with all collab participants. Shared assets will not be saved on their computersand only be stored in memory. However, invited collab participants could use specialized
tools to steal your shared files. DenchiSoft will not be held responsible for any damages
resulting from collab participants saving and re-distributing your shared files. Never use
VNet with people you do not trust. DenchiSoft also does not have any way to decrypt yourshared files.
When sharing files on VNet, you are solely responsible for all shared material and any
consequences resulting from sharing it.
VNet uses Steam servers to facilitate connections and communication. These servers
may frequently go offline for maintenance. There are no uptime guarantees for VNet.
If you are a security researcher and have found any security issues within VNet, pleasecontact us at support@denchisoft.com

12. Branding
If you would like to use the VTube Studio logo and other branding in your videos, please
do not modify them.
You may use them, but please only do so in a way that does not make it appear as if yourproject/stream is officially related to or partnered with VTube Studio. You can get themon the branding-page here: https://denchisoft.com/branding13. Further terms
You may contact DenchiSoft at the following address: support@denchisoft.com
Technical support may be provided but you are not entitled to it as part of this license
agreement. As stated before, the software is provided “as it is”.
Live2D avatars are © Live2D Inc. Use of Live2D avatars is governed by the terms listedon the Live2D samples website at https://www.live2d.com/en/download/sample-data/
When purchasing a VTube Studio COMPANY LICENSE, you may also be required to getanother distribution license directly from Live2D Inc.
Please refer to the following statement from Live2D Inc.:
This application contains Live2D Cubism SDK developed by Live2D Inc. of which the copyrights
are held by Live2D Inc. If this application is utilized as a primary element of a business* and its
annual sales made directly or indirectly by this application or content produced by this application
exceed 20 million JPY, you shall be obliged to execute Publication License Agreement with Live2D
Inc. and pay required license fee. You shall also be obliged to immediately notify Live2D Inc. when
the annual sales exceed 20 million JPY. Any violation of these obligations means the utilization ofLive2D Cubism SDK beyond the scope permitted by Live2D Inc. with regard to this applicationand the infringement of intellectual property rights of Live2D Inc., and you may receive legal claims
from Live2D Inc.
* “Utilizing this application as a primary element of a business” includes but not limited tooperating a VTuber streaming business. It does not include streaming video contents for salespromotion.

このアプリケーションには、株式会社 Live2D によって開発された同社の著作物である Live2D
Cubism SDK が含まれています。このアプリケーションを事業の主たる要素として用いる場合*
で、このアプリケーションによって直接的もしくは間接的に生み出される年間の売上が 2,000 万円を超える場合、株式会社 Live2D との別途出版許諾契約の締結の上、ライセンス費の支払いが必要です。また、年間売上が 2,000 万円を超えたら速やかに連絡が必要です。この定めに違反した場合、このアプリケーションについて許諾された利用範囲を超えた利用となるため、Live2D 社の知的財産の侵害となり、同社から法的な請求を受ける可能性があることにご注意く
ださい。
*このアプリケーションを事業の主たる要素として用いる場合……VTuber 配信事業を行う場合などを含みますがこれに限られません。商品宣伝動画の配信などに用いる場合は含まないものとします。

If this applies to your company or you are unsure if it does, please contact Live2D using
the following page for further details:••

Japanese: https://www.live2d.jp/contact/
English:https://www.live2d.jp/eng/contact/