potluckdb License and Subscription Terms

Effective date: 2026-10-10

1. Agreement and acceptance

1.1 These License and Subscription Terms (the "Terms") are a binding agreement between Leastsquare Inc., a Delaware corporation with its business address at 169 Madison Avenue, STE 2613, New York, NY 10016, United States, which provides potluckdb ("Company", "we", "us"), and the business that accepts them ("Customer", "you").

1.2 You accept these Terms by the first of the following: (a) checking the acceptance box on the order page; (b) completing an Order; (c) claiming a Seat or obtaining a Key; or (d) downloading, installing or using the Library, including during a Trial. The individual who accepts represents and warrants that they are authorized to bind the Customer. If that individual lacks this authority, or if the Customer does not accept these Terms, the Library must not be used.

1.3 The Library and Subscriptions are offered to businesses only (Section 22).

1.4 This agreement consists of these Terms and each Order. If they conflict, the Order governs the number of Seats and the price, and these Terms govern everything else. The Documentation describes how the Library behaves; it does not expand or reduce the rights granted in these Terms. The terms of Link SMP govern the payment relationship described in Section 7.

2. Definitions

2.1 "Account Service" means Company's service at https://account.potluckdb.com, through which Administrators manage a License and Developers claim Seats and obtain Keys.

2.2 "Administrator" means an individual whom the Customer designates to manage a License. The email address used for the initial Order becomes the first Administrator. Administrators may add and remove other Administrators, add permitted email domains, invite Developers, release Seats, change the number of Seats and manage billing through the Account Service.

2.3 "Application" means a software product developed by or for the Customer that incorporates or links the Library and adds substantial functionality to it. A product whose primary purpose is to make the Library's functionality available to other software developers (for example, a database engine, a synchronization library, a software development kit or a developer tool) is not an Application.

2.4 "Covered Release" means a Release whose Release Date is on or before the Updates-until date stated in the Key concerned.

2.5 "Customer Data" means all data that the Customer, its Applications or End Users store in, synchronize with or otherwise process using the Library, including databases and data held in storage services that the Customer configures.

2.6 "Developer" means an individual who uses the Library in software development, including by writing, modifying, building, testing or debugging code that calls the Library, whether that individual is an employee, contractor or other personnel of the Customer or its Affiliates. An individual who only runs an Application, including for quality assurance, is not a Developer. Automated build, test and continuous-integration systems are not Developers and need no Seat of their own when they use the Key of a Seat held by a Developer.

2.7 "Documentation" means the documentation Company publishes at https://docs.potluckdb.com, as updated from time to time.

2.8 "End User" means any person or system that uses an Application, other than in the capacity of a Developer.

2.9 "Key" means a license key that Company issues for a Seat. A Key is a digitally signed string that states the Customer's name, the License identifier, the Seat number, the Updates-until date and the plan.

2.10 "Library" means the potluckdb software that Company makes available, including its runtime, software development kits, language packages, native engines, browser package and related files, together with the Documentation and all Releases. The Library does not include Third-Party Components to the extent that their own license terms govern them.

2.11 "License" means the rights granted under these Terms for a number of Seats under one license record in the Account Service.

2.12 "Link SMP" means Sold through Link, LLC, an affiliate of Stripe, Inc., which acts as merchant of record for Orders (Section 7).

2.13 "Order" means a purchase, renewal or change of a Subscription, including a change of the number of Seats, completed through the checkout and billing services operated by Link SMP, or otherwise agreed in writing between the Customer and Company.

2.14 "Release" means a version of the Library that Company publishes. Each Release is fixed and carries a Release Date.

2.15 "Release Date" means the date that Company assigns to a Release and states in that Release. The Library evaluates Keys against this date and reports it when it refuses a Key whose Updates-until date is earlier. Company also states the Release Date of each Release on its website.

2.16 "Seat" means the right of one named Developer to use the Library under Section 3.1. Each Seat bears a number. When a Seat is claimed, it is assigned to one Developer, who is identified by email address.

2.17 "Subscription" means the Customer's paid, automatically renewing subscription to a number of Seats.

2.18 "Subscription Term" means the period for which the Subscription fee has been paid. The first Subscription Term runs for one year from the initial Order. Each renewal runs for a further year.

2.19 "Third-Party Components" means software owned by third parties that is included in, or distributed with, the Library and listed in the third-party notices shipped with each Release.

2.20 "Trial" means the free evaluation period described in Section 5.

2.21 "Updates-until date" means the date stated in a Key up to which Releases are covered. It is set to the end of the paid Subscription Term and moves forward on each renewal (Section 11).

2.22 "Affiliate" means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of more than 50 percent of the voting interests.

3. License grant

3.1 Development use. Subject to these Terms and to payment of the applicable fees, Company grants the Customer, for each Seat, a non-exclusive, non-transferable (except under Section 25.1), worldwide license for the Developer assigned to that Seat to install and use the Covered Releases on any number of devices that the Developer uses. The license covers developing, building, testing, debugging and supporting Applications. A Seat may not be shared, pooled or used by more than one individual, whether at the same time or by rotation.

3.2 Embedding and distribution. Subject to these Terms, Company grants the Customer a non-exclusive, worldwide license to:
(a) incorporate Covered Releases into Applications, together with a Key issued for a Seat of the Customer's License; and
(b) reproduce and distribute those Applications, directly or through distributors, application stores and resellers, to any number of End Users and devices, with no further fee to Company.

3.3 End Users. End Users need no Seat, Key, account or agreement with Company. The Customer may permit End Users to use the Library only as part of, and in connection with, the Application. The Customer's terms with End Users must:
(a) grant no right to use the Library separately from the Application;
(b) prohibit extracting the Library or the Key for any other use, to the extent applicable law permits such a prohibition; and
(c) exclude, to the extent applicable law permits, any warranty or liability of Company toward End Users.

3.4 Affiliates and contractors. The Customer may allow its Affiliates and its contractors to exercise the rights in Sections 3.1 and 3.2 for the benefit of the Customer or its Affiliates, through Seats assigned to the individuals concerned. The Customer is responsible for their compliance with these Terms.

3.5 Internal and hosted use. An Application may be used internally by the Customer and its Affiliates, or operated by them as part of a service they provide to third parties, provided that those third parties receive no right to use the Library for software development.

3.6 Reservation of rights. The Library is licensed, not sold. Company and its licensors reserve all rights not expressly granted in these Terms. No license arises by implication or estoppel.

4. Restrictions

4.1 The Customer shall not, and shall not permit any person to:
(a) use the Library for software development except through a Seat assigned to the individual Developer concerned;
(b) distribute the Library other than as part of an Application under Section 3.2, including as a standalone product;
(c) publish, disclose, sell, lend or share a Key, except as embedded in an Application (Section 12);
(d) create, alter or forge a Key, use a Key not issued for the Customer's License, or circumvent, disable or interfere with the Library's license verification, release-date check, blocked-key list, Trial measurement or license notices. This includes deleting or altering the Trial record to restart a Trial;
(e) reverse engineer, decompile or disassemble the Library, except to the extent that applicable law expressly permits it notwithstanding this restriction, and then only after first asking Company in writing for the information needed;
(f) modify, translate or create derivative works of the Library, except to configure it as the Documentation describes;
(g) remove or alter any proprietary, copyright or Third-Party Component notice;
(h) rent, lease or lend the Library, or make it available to third parties for their own software development, whether as a hosted service or otherwise; or
(i) use the Library or the Account Service in breach of Section 13 or Section 21.

4.2 These restrictions do not limit any right that the license of a Third-Party Component grants to the Customer in that component.

5. Trial

5.1 Any business may use the Library without an accepted Key for evaluation for 30 days on each device (the "Trial"). The Trial starts when the Library first authorizes a database without an accepted Key. The Library records that time in a file named first-use in its configuration directory on the device or, in a browser, in the website's origin-private file system. A separate Trial runs for each configuration directory and for each website origin.

5.2 During the Trial, the Library prints notices about the Trial to the standard error stream, the browser console or the platform log. These notices cannot be disabled.

5.3 Trial use is limited to evaluation and the development of prototypes. Applications distributed to End Users must contain a Key. Distributing an Application that relies on the Trial is not licensed. Once the Trial has ended on an End User's device, that Application cannot create new databases there.

5.4 When the Trial ends on a device, existing databases continue to open, but new databases cannot be created until a Key is configured. Continued use after the Trial requires a Subscription.

5.5 Restarting or extending a Trial by deleting or altering the Trial record, by changing the device clock or by any other means is prohibited (Section 4.1(d)).

5.6 The Trial is provided free of charge, "AS IS" and without support. Section 17.2 applies to the Trial without exception. Company's total liability arising out of the Trial shall not exceed USD 100.

5.7 Company may change or end the Trial for future Releases.

5.8 Sections 6 to 9 do not apply to the Trial. All other provisions of these Terms apply to it.

6. Subscription and renewal

6.1 Price. A Subscription is priced per Seat per year. The price is stated on the order page and confirmed at checkout before the Order is placed.

6.2 Summary of the subscription terms. Before the Order is placed, the following is disclosed at checkout and on the order page:
(a) Amount: the price per Seat multiplied by the number of Seats, plus any taxes that Link SMP collects;
(b) Billing frequency: once a year, in advance;
(c) Term: one year;
(d) Automatic renewal: yes, for successive one-year terms, until canceled;
(e) Renewal amount: the same price per Seat, unless Company gives notice of a change under Section 6.4;
(f) Additional fees: none charged by Company. If the Customer pays in a local currency, the converted price shown at checkout includes a currency conversion fee (Section 7.4). A bank or card issuer may charge foreign transaction or currency conversion fees;
(g) How to cancel: at any time by an Administrator in the Account Service under "Billing and invoices", or in the Customer's Link account at https://link.com. Cancellation takes effect at the end of the current Subscription Term.

6.3 Automatic renewal. The Subscription renews automatically at the end of each Subscription Term, unless it is canceled before the end of the current term. Link SMP charges the renewal fee to the payment method on file on or about the renewal date. Link SMP sends the Customer a reminder email 30 days before each renewal date.

6.4 Price changes. Company may change the price for future Subscription Terms by notifying the Administrators by email at least 30 days before the renewal to which the new price applies. The Customer may avoid the change by canceling before that renewal.

6.5 Changing the number of Seats. Administrators may change the number of Seats in the Account Service. The new number may not be lower than the number of Seats in use. An increase takes effect immediately and is charged pro rata for the remainder of the current Subscription Term. A decrease takes effect immediately and applies from the next renewal; no amount is credited or refunded for the current Subscription Term. If the pro rata charge for an increase cannot be collected, the increase does not take effect.

6.6 Failed payment. If a renewal payment fails, Link SMP retries the charge and emails the Customer, and the Account Service shows the billing status. Until the renewal payment is completed, the Account Service treats the License as ended: no Seats can be claimed, added or reassigned, and Keys are not displayed. Keys already issued keep working for Covered Releases. If the payment is completed within the period that Link SMP allows, the Subscription Term and the Updates-until date move forward as on a renewal. Otherwise the Subscription ends, and Section 8 applies as if the Subscription had been canceled at the end of the last paid Subscription Term.

7. Orders, prices, payment and taxes

7.1 Merchant of record. Orders are sold through Link SMP. Sold through Link, LLC, a Stripe affiliate shown as Link at checkout, is the merchant of record and sends receipts and invoices. Link SMP communicates with the Customer in its own name, and the Customer's statement shows the charge as "LINK.COM* POTLUCKDB". The Customer's payment to Link SMP discharges the Customer's payment obligation to Company for that Order.

7.2 Link's terms and these Terms. At checkout, the Customer accepts Link's "Sold Through Link Terms", including Link's Purchase Terms and Buyer Services Terms and the consumer terms of service that they incorporate, as published at https://link.com/terms. Link's terms govern placing and paying for an Order, payment methods, currency conversion, receipts, order management and refund requests handled by Link SMP. These Terms govern the Library, Seats, Keys and the License. Link SMP does not license the Library, does not take possession of it and does not provide product support. As between the Customer and Link SMP, Link's terms govern the matters they address. As between the Customer and Company, these Terms govern. Nothing in Link's terms grants any right in the Library.

7.3 Taxes. Prices exclude taxes. Where Link SMP is responsible for indirect taxes, such as sales and use tax, value-added tax or goods and services tax, it calculates and collects them as part of the Order and remits them. Where Link SMP's checkout allows the Customer to give a tax identification number, the Customer is responsible for its accuracy. The Customer bears every tax legally due from it that Link SMP does not collect.

7.4 Currency. Prices are set in US dollars. At checkout, Link SMP may show the price in the Customer's local currency, converted at an exchange rate that Link SMP determines, as described in Link's terms. The converted price includes a currency conversion fee of 2 to 4 percent. The Customer may choose to pay in US dollars instead and so avoid that fee. A Subscription paid in a local currency renews in that currency, and Link SMP converts each renewal at the exchange rate on the payment date, so the amount charged in local currency may differ between renewals.

7.5 Invoices. Receipts and invoices for Orders are issued by Link SMP. Company does not issue separate invoices for Orders processed by Link SMP.

7.6 Other ordering. Company may agree in writing to an Order outside Link SMP. In that case, the payment terms in that written agreement apply, and these Terms apply in all other respects.

8. Cancellation and what survives

8.1 The Customer may cancel a Subscription at any time, with effect from the end of the current Subscription Term (Section 6.2(g)). Fees for the current Subscription Term are not refunded, except as stated in Section 9.

8.2 When a Subscription ends without termination for breach, whether by cancellation, non-renewal or non-payment:
(a) the Updates-until date stays at the end of the last paid Subscription Term;
(b) from the day after the end of the last paid Subscription Term, no new Seats can be claimed, no Seats can be added or reassigned, and the Account Service no longer displays Keys. Developers should keep a copy of their Keys before the Subscription ends; and
(c) the licenses in Sections 3.1 and 3.2 continue without time limit for the Covered Releases, for the Developers who hold Seats when the Subscription ends, subject to continued compliance with these Terms. Releases whose Release Date is after the Updates-until date are not licensed.

8.3 Termination for breach under Section 20 overrides Section 8.2.

8.4 Payment after the Subscription has ended. If Link SMP collects a payment for a Subscription that has already ended, that payment does not renew the Subscription, does not start a new Subscription Term and does not move the Updates-until date. Company will review the payment and will either have it refunded or, with the Customer's agreement, reinstate the License for the period paid.

9. Refunds

9.1 Refunds by Link SMP. Refund requests for Orders are handled by Link SMP under its refund policy, published at https://support.link.com/questions/requesting-a-refund-for-a-sold-through-link-payment. Under that policy, Link SMP may refund a payment requested within 60 days of the transaction where:

• the product was not received;
• the product was significantly not as described, or was unfit for its purpose;
• the product was damaged or corrupted; or
• the payment was unauthorized or duplicated.

Link SMP does not refund for a change of mind, or for an unused subscription period that was not canceled before billing, unless the law requires it. Requests go to Link support at https://support.link.com/topics/sold-through-link. If Company's refund policy is more restrictive than Link SMP's, Link SMP's policy prevails.

9.2 Refunds by Company. Company does not grant refunds beyond those in Section 9.1 and those required by law.

9.3 Effect of a refund or chargeback. If an Order is refunded in full, or reversed through a payment dispute, the licenses for the Seats paid by that Order end on the date of the refund or reversal. The Customer shall not use the Keys of those Seats in any Application build made after that date, and Company may block those Keys under Section 12.4. Copies of Applications distributed before that date may remain with End Users. For a partial refund, the Seats concerned are those agreed with the Customer when the refund is made.

9.4 Nothing in this Section limits a right that cannot be excluded by contract. Link SMP applies statutory cooling-off periods for consumers where they are required (Section 22.2).

10. Seats, Administrators and Keys

10.1 Administrators. The Customer is responsible for the acts of its Administrators and for keeping the list of Administrators current. An Administrator may add an email domain to the License only while the Administrator's own verified address is at that domain.

10.2 Claiming a Seat. A Developer claims a Seat by signing in to the Account Service either with an email address at an email domain permitted for the License, or through a current invitation link of the License. An invitation link is not tied to an email address: anyone who signs in through a current invitation link can claim a free Seat. The Customer shall distribute its invitation links only to its Developers. An Administrator can replace the invitation link in the Account Service, which invalidates the previous link. A Developer may hold one Seat per License. After a claim, the Account Service shows the Key and notifies the Administrators by email, giving the Developer's email address and the Seat number.

10.3 Personal Seats. A Seat is personal to the Developer to whom it is assigned. Developers shall claim Seats with individual email addresses, not shared or role addresses.

10.4 Releasing and reassigning Seats. An Administrator, or the Developer concerned, may release a Seat in the Account Service. Another Developer may then claim the free Seat and receives a new Seat number and a new Key, because Seat numbers are never reused. A Seat may be reassigned when a Developer leaves the Customer, changes role or no longer needs it. Reassigning Seats to share them among several individuals is not permitted.

10.5 Effect of a release. When a Seat is released, its former holder's right to use the Library under Section 3.1 ends. A released Key keeps working in every build that already contains it. Copies of Applications built with that Key before the release remain licensed under Section 3.2. In Application builds made more than 90 days after the release, the Customer shall use the Key of a Seat that is currently held.

10.6 Fewer paid Seats than Seats in use. If the number of paid Seats falls below the number of Seats in use, for example after a change of the Subscription made outside the Account Service:

• no new Seats can be claimed until enough Seats have been released;
• the Account Service notifies the Administrators; and
• within 30 days the Customer shall either release the excess Seats or purchase additional Seats.

After that period, the excess Seats are unlicensed until this is done.

10.7 The Customer's name in Keys. The company or team name entered at purchase is written into every Key. Company's public key check page displays it to anyone who submits a Key. Because Keys are embedded in distributed Applications, anyone who extracts a Key from an Application can read the name. The Customer shall therefore enter its business name, not the name of an individual. To change the name, the Customer shall contact Company. New Keys then carry the new name, while Keys already distributed keep the old one.

10.8 Key check page. Company may operate a public page at the Account Service that states whether a submitted Key is genuine, names the Customer and states whether the Key is blocked. Company does not store submitted Keys there.

11. Updates-until date

11.1 A Key authorizes a Release only if that Release's Release Date is on or before the Key's Updates-until date. The Library checks this offline, without network access and without reading the clock. A Release that accepts a Key therefore keeps accepting it for as long as that Key is not blocked in that Release.

11.2 On each renewal, the Updates-until date moves forward to the end of the new Subscription Term. Company notifies the Developers who hold Seats. To use Releases whose Release Date is later than the previous Updates-until date, Developers obtain the updated Key from the Account Service and Applications must contain it.

11.3 A Release whose Release Date is after a Key's Updates-until date refuses that Key and is not licensed under it.

11.4 Company is not obliged to publish Releases at any particular frequency or with any particular content. During each Subscription Term, Company will use commercially reasonable efforts to publish fixes for security vulnerabilities in the Library that Company confirms to be significant.

12. Protection of Keys and blocking

12.1 Embedding a Key in an Application is permitted. Otherwise the Customer shall keep Keys confidential, and in particular shall:
(a) not publish Keys, or commit them to publicly accessible repositories, issue trackers, forums or packages, except as embedded in compiled or packaged Applications;
(b) where practicable, store Keys in secret or build configuration rather than in source code; and
(c) give access to Keys only to its Developers, Administrators and build systems.

12.2 The Customer shall notify Company without undue delay of any known or suspected disclosure or misuse of a Key.

12.3 Company may block a Key if it has been disclosed or misused, if it was issued in error, or if its License or Seat has ended under Section 9.3 or Section 20. A block takes effect only in Releases published after the block. Earlier Releases continue to accept the blocked Key. Blocking a Key also releases its Seat and bars the Developer concerned from claiming a Seat on that License until an Administrator allows that Developer again in the Account Service. Company will inform the Administrators of a block unless doing so is impracticable or would defeat the purpose of the block. The Customer must rebuild affected Applications with a Key that is not blocked. A replacement Key is obtained by claiming a free Seat, which receives a new Seat number (Section 10.4), because a Key reissued for the same Seat with unchanged details is identical to the blocked Key.

12.4 On termination for breach, a full refund or a payment reversal, Company may block the License in the Account Service, after which it displays no Keys and accepts no claims, and may block all Keys of the License in later Releases.

13. Acceptable use

13.1 The Customer shall not use the Library or the Account Service:
(a) in violation of any applicable law or third-party right;
(b) to develop or distribute malicious code;
(c) to interfere with, overload or probe the Account Service, including through automated access other than by documented interfaces, through attempts to evade rate limits, or through security testing without Company's written permission; or
(d) by providing false identity or contact information.

13.2 The Library is not designed, tested or certified for use where its failure could lead to death, personal injury or severe physical or environmental damage. The Customer shall not use the Library for such purposes.

13.3 Company may suspend access to the Account Service for any person who breaches this Section. A suspension does not affect the operation of Keys already issued.

14. Intellectual property and third-party components

14.1 Company and its licensors own all rights in the Library, the Documentation and the Key format.

14.2 As between the parties, the Customer owns its Applications (excluding the Library) and Customer Data.

14.3 Each Release includes third-party notices: a file named THIRD_PARTY_NOTICES.txt in each package or distribution. That file lists the Third-Party Components and the license terms under which they are provided. Those license terms govern the respective Third-Party Components, and nothing in these Terms restricts any right that they grant. When distributing Applications, the Customer shall comply with the notice and attribution requirements of the Third-Party Components, including by reproducing the relevant third-party notices. The Customer shall also comply with any additional distribution terms identified in those notices, for example the terms that apply to certain runtime components of Microsoft.

14.4 If the Customer gives Company suggestions or feedback about the Library, Company may use them without restriction or compensation.

14.5 These Terms grant no right to use Company's names or logos, except to state truthfully that an Application uses potluckdb.

15. Data

15.1 No Application data. The Library processes Customer Data on the devices where Applications run and in storage services that the Customer configures. The Library sends no Customer Data, telemetry or usage data to Company. It checks Keys offline and makes no network request to Company when it runs. Company therefore has no access to Customer Data and does not process it on the Customer's behalf. The Library's network connections are limited to the storage services and credential sources that the Customer configures.

15.2 Build-time downloads. Some language packages download the Library's native engine files from Company's download host (downloads.potluckdb.com) when an Application is built, and some optional engines are downloaded from that host. These downloads disclose the IP address and request details of the downloading machine to Company's hosting provider, as described in the Privacy Policy.

15.3 Local files. The Library reads the Key from its configuration, from an environment variable or from a file in a configuration directory, as the Documentation describes. It writes the Trial record to that configuration directory, or to the origin-private file system in a browser. It prints license and Trial notices locally. None of this is transmitted to Company.

15.4 The Customer's responsibility. The Customer is solely responsible for Customer Data, for the lawfulness of its Applications' processing of personal data, for informing End Users, and for securing its storage services, credentials and encryption keys. If the Customer uses the Library's encryption and loses its encryption keys, the encrypted data cannot be recovered.

15.5 Account data. Company processes the personal data of purchasers, Administrators and Developers in the Account Service as an independent controller, as described in the Privacy Policy at https://potluckdb.com/privacy. Administrators can see the email addresses, Seat numbers and claim times of the Developers who currently hold Seats, and the email addresses barred from claiming a Seat after a block. A Developer who signs in for a License and cannot claim a Seat can see the email addresses of its Administrators. Where the Customer provides the email addresses of its personnel, for example in invitations, the Customer shall have a lawful basis to do so and shall refer them to the Privacy Policy.

15.6 Order data. Link SMP shares Order data with Company, including contact details, billing address, tax identification number and order details. Company uses it as described in the Privacy Policy.

16. Support

16.1 Company provides support for the Library by email at licensing@potluckdb.com on a commercially reasonable efforts basis, without guaranteed response times. Questions about payments, receipts and refunds go to Link support (Section 9.1).

17. Warranties, disclaimer and backups

17.1 Each party warrants that it has the authority to enter into this agreement.

17.2 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 17, THE LIBRARY, KEYS, THE ACCOUNT SERVICE AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

17.3 WITHOUT LIMITING SECTION 17.2, COMPANY DOES NOT WARRANT:
(a) THAT THE LIBRARY WILL OPERATE WITHOUT INTERRUPTION OR ERROR;
(b) THAT DATA WILL NOT BE LOST, CORRUPTED OR DIVERGENT BETWEEN DEVICES;
(c) THAT SYNCHRONIZATION OR CONFLICT RESOLUTION WILL PRODUCE THE RESULT THE CUSTOMER EXPECTS;
(d) THAT THIRD-PARTY STORAGE SERVICES, OPERATING SYSTEMS, BROWSERS OR PACKAGE REGISTRIES WILL BE AVAILABLE OR COMPATIBLE; OR
(e) THAT ENCRYPTED DATA CAN BE RECOVERED WITHOUT THE CUSTOMER'S KEYS.

17.4 Backups and testing. The Library manages databases that may hold the Customer's and End Users' important data. The Customer shall:
(a) maintain regular, independent and tested backups of all Customer Data that are sufficient to restore it; and
(b) test each Release and each configuration change in a non-production environment before deploying it to End Users.
Company is not liable for loss or corruption of data to the extent that backups and testing in line with this Section would have avoided it.

17.5 If applicable law does not permit a warranty to be excluded, that warranty is limited to the shortest period and the narrowest remedy that the law permits.

18. Limitation of liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS APPLIES WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SUBSCRIPTION IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. FOR THE TRIAL, SECTION 5.6 APPLIES.

18.3 Sections 18.1 and 18.2 do not apply to:
(a) the Customer's obligation to pay fees;
(b) the Customer's breach of Sections 3, 4 or 12, or its infringement of Company's intellectual property rights;
(c) a party's obligations under Section 19; or
(d) liability that cannot be limited or excluded under applicable law, such as liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.

18.4 The parties agree that the limitations in this Section reflect an agreed allocation of risk and form an essential basis of the bargain.

19. Indemnification

19.1 By the Customer. The Customer shall defend Company and its Affiliates, officers and employees against any third-party claim, and shall indemnify them against resulting damages, costs and reasonable attorneys' fees, to the extent that the claim arises from:
(a) the Customer's Applications or Customer Data;
(b) the Customer's terms with End Users or its distribution of Applications; or
(c) the Customer's breach of Sections 4, 13 or 21.

19.2 Procedure. The indemnified party shall notify the indemnifying party of the claim promptly, give it sole control of the defense and settlement (but no settlement may impose an obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

20. Term and termination

20.1 This agreement starts when the Customer accepts these Terms and continues for as long as any license under them continues.

20.2 Either party may terminate this agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving notice of it. Company may terminate with immediate effect by written notice if the Customer:

• breaches Section 4.1(c) or 4.1(d), or Section 13 or 21; or
• has not paid fees that are due, after Link SMP's collection attempts have failed.

20.3 On termination for breach by the Customer:
(a) all licenses under these Terms end;
(b) the Customer shall stop all development use of the Library and stop distributing copies of Applications that contain it; and
(c) Company may block the Customer's Keys under Section 12.4.

20.4 Termination does not affect the right of End Users who obtained an Application before termination to continue using that copy.

20.5 Sections 2, 4, 8.2 (to the extent applicable), 9.3, 10.5, 12, 14, 15.4, 17.2 to 17.5, 18, 19, 20.3 to 20.5 and 21 to 25 survive the end of this agreement.

21. Export control, sanctions and government use

21.1 The Library contains cryptographic functionality: AES-256-GCM encryption, Ed25519 signatures, HMAC and SHA-2 hashing. It is subject to the export control and sanctions laws of the United States and of other countries, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. The Customer shall comply with those laws. The Customer shall not export, re-export or transfer the Library, or Applications containing it, to any country or region subject to comprehensive US sanctions, or to any person on a US government restricted-party list. The Customer represents that it is not such a person and is not owned or controlled by such a person.

21.2 The Library and Documentation are "commercial computer software" and "commercial computer software documentation". Any US government end user acquires them only with the rights set out in these Terms, in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable.

22. Business customers only

22.1 Company offers the Library and Subscriptions only to businesses, public bodies and individuals acting for purposes of their trade, business, craft or profession. By accepting these Terms, the Customer represents that it enters into this agreement for such purposes and not as a consumer. A consumer is, for example:

• an individual acting for purposes outside their trade, business, craft or profession, within the meaning of Article 2(1) of Directive 2011/83/EU or section 2(3) of the UK Consumer Rights Act 2015; or
• a person acquiring the Library primarily for personal, family or household purposes.

Company may cancel an Order that it reasonably believes was placed by a consumer, in which case the payment is refunded.

22.2 Nothing in these Terms excludes a right that applicable law grants and that cannot be excluded by contract. Link SMP applies statutory cooling-off periods itself. Under Link's terms, a consumer in the European Union or the United Kingdom may cancel an Order within 14 days of receiving access to the product by requesting a refund from Link support.

23. Changes to these Terms

23.1 Company may change these Terms by publishing a revised version with a new effective date and notifying the Administrators by email at least 30 days before the change takes effect. For existing Subscriptions, a change takes effect at the start of the first Subscription Term that begins after the notice period. The Customer may avoid the change by canceling before that renewal. Changes required by law, and changes that do not materially reduce the Customer's rights, may take effect on publication.

23.2 Licenses that continue under Section 8.2(c) after a Subscription has ended remain governed by the version of these Terms in effect when the Subscription ended. Trial use is governed by the version in effect at the time of use.

24. Governing law, venue and dispute resolution

24.1 This agreement and any dispute arising out of or in connection with it are governed by the laws of the State of New York and the federal laws of the United States that apply there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act, as enacted in any jurisdiction, does not apply.

24.2 Arbitration. Any dispute arising out of or in connection with this agreement, including its formation, validity and termination, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by one arbitrator, seated in New York, New York, and held in English. Judgment on the award may be entered in any court of competent jurisdiction. Claims shall be brought only on an individual basis, not as a plaintiff or class member in any purported class, collective or representative proceeding. Either party may seek injunctive relief in court to protect its intellectual property or confidential information, including Keys, and either party may bring an individual claim in a small-claims court of competent jurisdiction.

25. General

25.1 Assignment. The Customer may assign this agreement only with Company's prior written consent, except to a successor to all or substantially all of its business or assets to which the agreement relates, provided that it notifies Company. Company may assign this agreement to an Affiliate or to a successor to the business to which it relates. Any other assignment is void.

25.2 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control. This does not apply to payment obligations.

25.3 Notices. Company may give notices to the Customer by email to the Administrators or through the Account Service. The Customer shall give notices to Company by email to licensing@potluckdb.com, with a copy by post to the address in Section 26 for notices of breach, termination or legal claims. The Customer agrees to receive communications electronically.

25.4 Entire agreement. This agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings about it. Terms in a purchase order or other document of the Customer do not apply, even if Company accepts the order.

25.5 Severability and waiver. If any provision is held unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of it.

25.6 Relationship. The parties are independent contractors. No agency, partnership or joint venture arises from this agreement. There are no third-party beneficiaries.

25.7 Language. These Terms are written in English. A translation is provided for convenience only, and the English version prevails.

25.8 Publicity. Company may name the Customer as a customer only with the Customer's prior written consent.

26. Contact

Leastsquare Inc.
169 Madison Avenue, STE 2613
New York, NY 10016
United States
Email: licensing@potluckdb.com

License administration: https://account.potluckdb.com
Payments, receipts and refunds for Orders: Link support, https://support.link.com/topics/sold-through-link