LM Studio Desktop App Terms of Service

Version: July 1, 2025

Please read these Terms and Conditions ("Terms") carefully as they govern your use of the Software and Services (each as defined below).

Terms of Service

These Terms constitute an agreement between Element Labs, Inc. ("Element Labs", "Company", "we", "us") and the person or entity that downloads or uses the Software and uses the Services ("You", "Your", "User", "Customer"). If the person downloading or using the Software or Services is an employee, agent or contractor of a corporate entity and using the Software or Services within the scope of their employment, agency or primarily for the benefit of the corporate entity, the Terms are between the corporate entity and Element Labs -- and the corporate entity is the Customer.

You represent and warrant that: (i) the person agreeing to these Terms is authorized to enter into these Terms on behalf of Customer and (ii) these Terms are binding on Customer.

If You does not agree to these Terms, then You must not download or use the Software or Services

Definitions

"Certified System Requirements" means the operating systems and other equipment on which the Software is designed to work in accordance with the Documentation as such operating systems and equipment are specified at https://lmstudio.ai/docs/system-requirements which may be amended by Element Labs from time to time upon notice.

"Software" means the software made available by Element Labs to You (e.g., via download) where these terms are identified as the governing terms, and any modified, updated or enhanced versions of such programs or modules that Element Labs makes available to You.

"Services" mean the support services, including responses to community forums, and any other services provided by Element Labs pursuant to these Terms.

"Intellectual Property Rights" means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

"Content" means the data or content uploaded into the Software or otherwise used by You in connection with the Software.

"Documentation" means any published instructions and user manuals provided to You along with the Software. The Certified System Requirements are a subset of the Documentation.

"Confidential Information" means the Software and all written or oral information, disclosed by Element Labs related to the business, products, services or operations of Element Labs that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Confidential Information will not include information that: (a) was already known without restriction to You at the time of disclosure; (b) was disclosed to You by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Yours has become, generally available to the public or (d) was independently developed by You without access to, or use of, the Disclosing Party’s Confidential Information.

License Grant and Other Rights

License Grant

Subject to the terms and conditions of these Terms, Element Labs grants to You a non-exclusive, non-transferable, license to use the Software solely for Your personal and / or internal business purposes and solely in accordance with the Documentation.

Restrictions On Use

You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets and Confidential information of Element Labs and its suppliers. Except as expressly permitted by these Terms, You agree that You will not permit any third party to, and You will not itself: (a) modify, adapt, alter, translate, or create derivative works from the Software or the Documentation; (b) integrate the Software with other software other than through Element Labs published interfaces made available with the Software; (c) use any open source products with the Software in a manner that imposes, or could impose, a requirement or condition that the Software or any part thereof: (i) be disclosed or distributed in source code for; (ii) be licensed for the purpose of making modifications or derivative works or (iii) be redistributable at no charge; (d) sublicense, distribute, sell, use for service bureau use, as an application service provider, or a software-as-a-service, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (f) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Software; or (g) otherwise use or copy the Software except as expressly permitted hereunder. You will notify Element Labs of any unauthorized use or disclosure of the Software or any breach of this Section.

Content

You are solely responsible for any and all obligations with respect to the Content including its accuracy, quality, legality and appropriateness and that it complies with Element Labs’s Authorized Use Policy, as it may be updated from time-to-time. In the event that You make any Content available to Element Labs, You will obtain all third party licenses, consents and permissions needed for Element Labs to use the Content to provide the Services. For the avoidance of doubt, Element Labs reserves the right, but does not undertake the responsibility, to investigate any breach of the Authorized Use Policy or a breach of this Section

Installation

You are responsible for installing the Software in compliance with the Certified System Requirements as permitted under these Terms.

Feedback

Element Labs in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by You to Element Labs in connection with its access to and use of the Software, Services and Documentation (all reports, comments and suggestions provided by You hereunder constitute, collectively, the "Feedback"). You hereby grant Element Labs a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Element Labs products and services.

Proprietary Rights

As between You and Element Labs, You own all rights, title and interest in the Content and all rights not expressly granted to Element Labs in these Terms in the Content are reserved to You. The Software and Documentation, and all worldwide Intellectual Property Rights therein, are the exclusive property of Element Labs and its suppliers. All rights in and to the Software not expressly granted to You in these Terms are reserved by Element Labs and its suppliers. You will not remove, alter, or obscure any proprietary notices (including copyright notices) of Element Labs or its suppliers on the Software or the Documentation.

Disclaimers

General Disclaimers

THE SOFTWARE AND SERVICES ARE MADE AVAILABLE BY ELEMENT LABS "AS IS", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, INCLUDING THAT THERE ARE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ELEMENT LABS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL WORK UNINTERRUPTED.

Specific Disclaimers

(A) THE SOFTWARE IS DESIGNED TO WORK WITH THIRD PARTY PRODUCTS ("THIRD PARTY PRODUCTS") INCLUDING THIRD PARTY ARTIFICIAL INTELLIGENCE MODELS ("THIRD PARTY AI MODELS", WHICH ARE A SUBSET OF THIRD PARTY PRODUCTS). ELEMENT LABS MAY FACILITATE YOUR ABILITY TO DOWNLOAD AND INTEGRATE THE THIRD PARTY PRODUCTS WITH THE SOFTWARE WITH THE UNDERSTANDING THAT SUCH THIRD PARTY PRODUCTS ARE MADE AVAILABLE TO YOU PURSUANT TO A LICENSE AGREEMENT BETWEEN YOU AND THE THIRD PARTY PROVIDER OF SUCH THIRD PARTY PRODUCTS (THE "CUSTOMER – THIRD PARTY PROVIDER AGREEMENT"). YOU WILL UNDERTAKE ALL MEASURES NECESSARY TO ENSURE THAT ITS USE OF THE THIRD PARTY PRODUCTS IN CONNECTION WITH THE SOFTWARE AND SERVICES COMPLIES IN ALL RESPECTS WITH APPLICABLE LAW, THE CUSTOMER – THIRD PARTY PROVIDER AGREEMENT, AND ANY OTHER CONTRACTUAL OR LEGALLY BINDING OBLIGATIONS IN CONNECTION WITH THE THIRD PARTY PRODUCTS, INCLUDING THIRD PARTY LICENSES FOR THE USE OF FREE AND OPEN SOURCE SOFTWARE. IN NO EVENT IS ELEMENT LABS LIABLE TO YOU FOR ANY FAILURE OF THE THIRD PARTY PRODUCTS OR ANY DAMAGES RESULTING IN ANY WAY FROM THE USE OF SUCH THIRD PARTY PRODUCTS. ANY, RIGHTS OR REMEDIES AVAILABLE TO YOU ASSOCIATED WITH THE THIRD PARTY PRODUCTS IS GOVERNED ENTIRELY BY THE CUSTOMER – THIRD PARTY LICENSOR AGREEMENT.

Export Controls and Sanctions

The Software maybe be subject to trade control laws, including the export control and economic sanctions laws of the United States, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State (collectively, "Trade Control Laws"). You represents and warrants that You are (a) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), nor owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country; and (b) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or, at the direction of, any entity identified on applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC. You further agree to comply with all applicable Trade Control Laws in its use of the Software. Specifically, You agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Element Labs to any destination, entity, or person or for any end use prohibited by applicable Trade Controls Laws.

Indemnification

You will indemnify, defend and hold harmless Element Labs, its directors, officers, employees and representatives from and against any and all damages, losses, and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to: (a) Your breach of any of these Terms. Including any representation or warranty; (b) any Content; (3) any activity in which You engage on or through the use of the Software or Services and (d) Your violation of any law or the rights of a third party.

Disclaimers and limitations on Remedies

YOU AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE AND SERVICES IS TO UNINSTALL THE SOFTWARE AND TO STOP USING THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELEMENT LABS, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, SERVICES, THIRD PARTY PRODUCTS, THIRD PARTY AI MODELS, OR CUSTOMER’S OWN SOFTWARE, HARDWARE OR OPERATIONS, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER ELEMENT LABS HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (C) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE OR SERVICES IS $50.00. For clarification, these Terms do not limit Element Labs’s liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.

Confidentiality

Element Labs Privacy Policy

Your use of the Software and Services is subject to the Element Labs Software Privacy Policy https://lmstudio.ai/privacy

Protection of Confidential Information

You will only use Confidential Information for the purpose of obtaining the authorized benefits of the Software and Services and will disclose the Confidential Information only to the employees or contractors of Yours who have a need to know such Confidential Information for such purposes (each a "Representative") and who are under an obligation of confidentiality no less restrictive than Your obligations hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect your own confidential or proprietary information of a similar nature and with no less than reasonable care.

Return of Confidential Information

Upon the expiration or termination of the Terms, You will return to Element Labs or destroy all Confidential Information in Your possession or control and permanently erase all electronic copies of such Confidential Information promptly upon Element Labs’s request.

Term and Termination

Term

The term of the Terms will begin on the Effective Date and will continue until terminated (the "Term"). You may terminate by providing written notice pursuant to Section 9.3. Element Labs can provided terminate the Agreement at its discretion upon no less than 10 days-notice via any reasonable means, including by posting a notice on the website, application or other location on which the Software is made available.

Effects of Termination

Upon termination of the Terms for any reason: (a) all license rights granted in the Terms will immediately cease to exist and (b) You must promptly discontinue all use of the Software, erase all copies of the Software from Your systems, and return to Element Labs or destroy all copies of the Software and Documentation on tangible media in Your possession.

Survival

The following provisions of these Terms will survive termination: the defined terms, Sections 2.5, 2.6 and 3 through 9.

General

Assignment

These Terms cannot be assigned by You without the prior written consent of Element Labs and any assignment in breach of this provisions is voided Element Labs may assign these Terms at its discretion without notice.

Notices

All notices or demands required hereunder will be sent through email by email addresses provided or be delivered by certified or registered mail to; in the case of Element Labs, 1 Dock 72 Way, 7th Floor, Brooklyn, NY 11205 or in the case of Yours via any means available to Element Labs .

Governing Law and Venue

These Terms and all Statements of Work will be governed by and interpreted in accordance with the laws of the State of New York, without reference to its choice of laws rules. Any action or proceeding arising from or relating to these Terms will be brought in a state court in New York County, or federal court in New York, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

Remedies

You acknowledge that the Software contains valuable trade secrets and proprietary information of Element Labs, that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Element Labs for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, You agree to waive any bond that would otherwise be required.

Waivers

All waivers must be in writing. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any provision of the Terms are unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms and the exhibits hereto, constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. These Terms will not be modified except by a subsequently dated written amendment signed on behalf of Element Labs and You by their duly authorized representatives.