In short (not part of the agreement)
- We license LivingRoom to your business; we keep ownership. Use it within the Seats, Company Files and PCs your License Key states.
- Your data stays on your PC. We get no copy. If your License Key is checked online (every key bought online or from a Reseller, and keys we issue by hand that say so), the app checks it with our server about once a day; that check carries no business data.
- If the check cannot be made for 30 days (sooner, if your License Key expires first), or your License ends, the app becomes read-only: you can still view, export and back up everything. We never delete your data when a License ends.
- You are responsible for your backups. The app makes them automatically, but keep copies away from the PC. By default your License Key opens your backups: keep it private like a password.
- We sign in to your installation only when you ask for help and share your screen.
- The figures and the AI assistant's answers are not tax, accounting or legal advice. Check them.
- 30-day limited warranty (a refund); otherwise "as is"; our liability is capped at the fees for 12 months (for a Lifetime License, its price).
- Utah law; courts in Utah County, or small claims. No arbitration.
LivingRoom End User License Agreement Draft 2 of 2026-10-25 - not yet in effect
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE" IN THE INSTALLER, BY TICKING THE ACCEPTANCE BOX IN THE SETUP WIZARD OR ACCEPTING A NEW VERSION IN THE SOFTWARE, OR BY INSTALLING, ACTIVATING OR USING THE SOFTWARE, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. IF YOU ACCEPT FOR A BUSINESS, YOU CONFIRM THAT YOU MAY BIND IT, AND "YOU" MEANS THAT BUSINESS.
This End User License Agreement ("Agreement") is between Point of the Mountain Software LLC, a Utah limited liability company ("Company", "we", "us", "our"), and you. It covers LivingRoom, our inventory and order management software for Microsoft Windows, including its installer, Updates, Documentation and any License Key we or an authorized Reseller issue to you (together, the "Software").
1. Definitions
1.1 Authorized User - a person you allow to use the Software under your License: your employees and contractors acting for you, and the other people section 2.3 allows. Each signs in with their own User Account.
1.2 Company File - one separate set of business records kept in the Software (the Software calls it a "company").
1.3 Customer Data - everything you and your Authorized Users enter into, import into or create with the Software, including Marketplace Data. Customer Data does not include License Keys.
1.4 Documentation - the user manual and in-app help we publish for the Software.
1.5 Installation - one copy of the Software installed and activated on one Windows PC, together with the PCs that connect to it through Office Server Mode (section 7) and the phones that open its phone pages on your own network (section 7.2). Each Windows user account that runs the Software with its own data is a separate Installation and needs its own License, also on the same PC.
1.6 License - the right this Agreement grants, within the limits your License Key states.
1.7 License Check - the Software's online check of your License Key with our License Server (section 4).
1.8 License Key - the text we (or a Reseller through our Reseller Portal) issue to you to activate the Software. It is digitally signed by us and states your Plan, its Billing Option, its limits, its expiry (if any) and whether it is checked online.
1.9 License Term - the period during which your License is valid: until the expiry date your License Key states, or, for a Subscription, until it ends (section 5); a Lifetime License has no end date.
1.10 Major Version - a release of the Software whose first version number changes (for example from 2.x to 3.0).
1.11 Marketplace Data - data the Software receives from a Third-Party Service at your direction, or from files you download from a Third-Party Service and import.
1.12 Office Server Mode - the feature that lets one PC of an Installation keep the data for the other PCs and phones on your own network.
1.13 Plan - the edition your License Key states (Standard, Professional or Enterprise, or a plan named in a License Key issued before version 2.0), with its Billing Option: Monthly or Yearly (each a Subscription), or paid once (Lifetime); or a Trial.
1.14 Read-Only Mode - the state described in section 6.
1.15 Reseller - a business we have approved, under a signed reseller agreement, to resell License Keys.
1.16 Seat - one Authorized User signed in at the same time (section 7.1).
1.17 Support Session - a session in which our support signs in to your Installation at your request (section 10).
1.18 Third-Party Service - a service we do not control that the Software connects to or imports from at your direction (for example a marketplace, an accounting program or your e-mail server).
1.19 Update - a new version of the Software that we release.
1.20 Admin - an Authorized User whose role in the Software is Admin (the role that can manage users, settings, Backups and the License). You authorize each Admin to accept new versions of this Agreement and of our Beta, Coming Soon and AI Assistant Terms, to turn features on and off, and to make written requests to our support, for you; what an Admin accepts binds you.
1.21 Customer, "you" - the business that obtains a License (a legal entity, or a sole proprietor acting for a business purpose).
1.22 Order - a purchase of a License through Paddle's checkout.
1.23 Support Fingerprint - the code shown on the License page and the sign-in screen that you give our support so that it can make a Support Token for your Installation (section 10.2).
2. License grant
2.1 The License. Subject to this Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable (except under section 16.3), non-sublicensable License, during the License Term, to install and use the Software in object-code form for your internal business purposes, within the limits your License Key states: the number of Seats, the number of Company Files, the number of PCs on which the License Key may be activated, and whether Office Server Mode is included.
2.2 Your Authorized Users. You may let your Authorized Users use the Software under your License. You are responsible for them and for everything done with their User Accounts.
2.3 Use for your clients. If you provide fulfillment, prep, warehousing, bookkeeping or similar services, you may use the Software to keep your clients' inventory and orders, each client in its own Company File, and you may let a client's staff sign in as Authorized Users for that client's Company File, within your Seats. You are responsible for having your clients' permission for the data you keep about them, and the Software may not be offered to anyone else as a hosted service.
2.4 Copies. You may install the Software on the PCs your License allows (for a team, the office server PC and the PCs that connect to it), keep copies of the installer as backups, and copy the Documentation for use with the Software.
2.5 Licensed, not sold. We and our licensors keep all rights, title and interest in the Software, including all intellectual property rights. No rights are granted by implication or otherwise beyond those this Agreement states.
3. Restrictions
You will not, and will not allow anyone else to:
(a) copy the Software except as section 2.4 allows; (b) share, publish, sell or transfer a License Key, except with your Authorized Users and the contractors and advisers who need it to install, restore or support the Software for you (who must keep it confidential), or as section 16.3 allows; or use one License Key beyond the Seats, Company Files or PCs it states; (c) circumvent, disable or tamper with the License Key checks, the License Check, the Seats count, the Company Files limit, Read-Only Mode, the signature checks on Updates or AI Models, or any other technical limit of the Software, including by changing the PC's clock or editing the Software's databases to get around a limit; (d) reverse engineer, decompile or disassemble the Software, except to the extent the law expressly permits it despite this restriction (for example to make the Software work with other software); (e) modify, adapt or create derivative works of the Software; (f) rent, lease or lend the Software, or offer it to others as a hosted, time-sharing or service-bureau service, except as section 2.3 allows; (g) remove or alter any proprietary notice, label or mark in the Software; (h) use the Software in breach of any law or of the terms of a Third-Party Service you use with it (section 9); (i) use the Software or its Documentation to build or improve a product that competes with the Software, or to train, fine-tune or test an artificial intelligence model meant to copy or compete with the Software. This does not limit your use of Customer Data, including reports, exports and AI Assistant Outputs about it, for your own business and in your own tools (AI tools included), as far as the terms of the Third-Party Services whose data it contains allow (section 9.2); or (j) use the AI Assistant other than as our Beta, Coming Soon and AI Assistant Terms allow.
4. License Keys, activation and License Checks
4.1 Activation. The Software needs a valid License Key. An Admin enters it in the setup wizard or on the License page. Without one, the Software runs in Read-Only Mode.
4.2 Which License Keys are checked online. A License Key bought online or from a Reseller is always checked online. A License Key we issue by hand is checked online if it says so. A Trial Key is not checked online.
4.3 What a License Check sends. At start-up and about every 24 hours while it runs, the Software sends our License Server: the license ID; the License Key itself (which states your Plan and the name, e-mail address and company it was issued to); the Machine ID (section 4.6); and a one-time number. Your PC's network (IP) address reaches our server as part of the connection. A License Check sends no Customer Data.
4.4 What the answer does. Our License Server answers whether the License Key is valid. The answer can also deliver a renewed or changed License Key, which the Software installs by itself, and notices about your Subscription (for example a failed payment or a scheduled change of Plan). A renewed or changed License Key will not reduce the Seats, Company Files, PCs, Office Server Mode or term of the License you have paid for, except through a Plan change you made yourself (Terms of Service section 7). If your License Key states less than the Plan and Billing Option you paid for (for a key from a Reseller, the Plan the Reseller bought for you), tell us and we will issue a corrected License Key. A License Check cannot read or delete Customer Data. A renewed License Key it delivers with fewer Company Files archives the ones over the limit (section 6.3); nothing is deleted.
4.5 When a check cannot be made. If the Software cannot reach our License Server (for example, no internet), it keeps working for up to 30 days after the last successful License Check (a reminder appears after 7 days), unless your License Key expires first: a Monthly key is valid for the paid month plus 5 days, then a 14-day Grace Period (sections 5.2 and 5.5). Then it switches to Read-Only Mode until a check succeeds again. If a License Check cannot succeed, our support can give you an Override Code, which counts as a successful License Check. It works once and must be entered within the time we state: an online one while the PC is online; an offline one, for a PC that cannot go online, only on that PC and within at most 30 days (Support Policy section 10.3).
4.6 Machine ID and the number of PCs. The Machine ID is a one-way hash of your PC's name, processor architecture, a network-card (MAC) address and operating-system family. It identifies the PC to our License Server without containing those details in readable form. A License Key bought online or from a Reseller works on one PC (for a team, the office server PC). A License Key presented from more PCs than it allows is refused on the extra PC only; the PCs on which it is already activated keep working. To move to a new PC, tell our support, close the Software on the old PC and do not start it there again (uninstall it once the move is done); we then reset the activations, normally within two business days of your e-mail request (a target, not a guarantee). Until then the new PC cannot activate the License Key or restore a Backup. If your PC has failed, start your e-mail with "Urgent" (Support Policy section 5.2).
4.7 Refusal. Our License Server refuses a License Key, and the Software switches to Read-Only Mode at its next License Check, if: (a) the payment for it, other than a Plan-change payment, is fully refunded or charged back (sections 4.1 and 5 of our Refund Policy); (b) its Subscription has ended (section 5.3); (c) it was issued by a Reseller and the Reseller reassigns it to another customer, or the Reseller's purchase of it is refunded or charged back (section 13); (d) it has been shared or published in breach of section 3(b), by you or with your permission; (e) you materially breach this Agreement and do not cure the breach as section 16.2 allows; or (f) the law requires it (section 18).
4.8 If we refuse a valid License Key by mistake, tell us: we will correct it as soon as we reasonably can (for example by resetting the activations or, for a License Key that has been voided and cannot be switched back on, by issuing you a new License Key free of charge for the rest of your License Term); while your License is still active on our License Server, our support can give you an Override Code in the meantime. If your License Key is exposed without your fault, tell us (Acceptable Use Policy section 7.4) and we will issue you a new License Key free of charge for the rest of the period you have paid for.
5. Plans and License Term
5.1 Yearly Licenses are valid until the expiry date the License Key states and renew as our Terms of Service describe.
5.2 Monthly Licenses. A Monthly License Key is valid for the month you paid for plus 5 days. Each successful monthly payment extends it: the Software receives the extended License Key at its next License Check, and you do not enter anything.
5.3 When a Subscription ends. If you cancel a Subscription, it ends at the end of the period you have paid for. If a renewal payment fails, Paddle retries it; meanwhile the Software keeps working until your installed License Key expires and its Grace Period ends (section 5.5: a Monthly key, the paid month plus 5 days, then 14 days; a Yearly key, the renewal date, then 30 days). If the payment is still not made when Paddle stops trying, Paddle cancels the Subscription and it ends then. Our License Server then ends the License, and the Software switches to Read-Only Mode at its next License Check. No Grace Period applies when a License is ended in this way.
5.4 Lifetime Licenses have no expiry date. They are still checked online (section 4). A Lifetime License includes every Update of the Major Version you bought (for example every 2.x release); later Major Versions may be offered to Lifetime customers for a separate fee, and you may keep using the Major Version you have.
5.5 Grace Period. When a paid License Key reaches its expiry date without having been ended under section 5.3 (for example a Monthly key on a PC that stayed offline, a key whose renewal payment Paddle is still retrying, or a License Key we issued by hand that was not renewed), the Software keeps working for a Grace Period: 14 days for a Monthly key; otherwise the period the License Key states, or 30 days if it states none. Then the Software switches to Read-Only Mode.
5.6 Trials. A Trial Key is free and valid for 30 days from the day we issue it. It allows 3 Seats and one Company File on one PC, without Office Server Mode, is not checked online and has no Grace Period: the day after it ends, the Software switches to Read-Only Mode until you enter a paid License Key. Backups made during a Trial can be restored on the same Installation after you enter a paid License Key. A Trial is provided "as is" (section 14.4), and section 15.3 limits our liability for it.
5.7 Buying and renewing. When you buy or renew a License, you buy it from Paddle, our online reseller and Merchant of Record (Terms of Service section 2). When you request a Trial, apply for the New Business discount, contact our support or use our Website, your contract is with the Company. Purchases, renewals, Plan changes and cancellations are governed by our Terms of Service and, for the payment itself, by Paddle's Buyer Terms (https://www.paddle.com/legal/buyer-terms). For a License Key bought from a Reseller, see section 13.
6. Read-Only Mode
6.1 In Read-Only Mode nothing in Customer Data is deleted. You and your Authorized Users can still sign in, open every page, view, search, print and export reports and lists, and change your own password; an Admin can make Backups, activate a License Key and run a License Check, and any user (or, on the PC that holds the data, anyone without signing in) can enter an Override Code; automatic Backups continue. You cannot add, change or delete records, import files or restore a Backup yourself (our support can restore one for you in a Support Session).
6.2 Read-Only Mode ends, without a restart, as soon as a valid License Key is entered or a License Check succeeds.
6.3 Fewer Company Files. If your Plan changes to one with fewer Company Files at a renewal (or you restore a Backup with more Company Files than your Plan allows), no Company File is deleted: those over the limit are archived (kept, but not usable) until your Plan allows them again. Your Admins choose which stay active; if they do not, the Software keeps your primary Company File and then the oldest ones. While your License is active, your Admins can change which Company Files are active (archive one, then restore another), so each Company File can be opened, viewed and exported in turn. An archived Company File cannot be opened while it is archived, and in Read-Only Mode it cannot be restored. [not yet available]
7. Office Server Mode, phones and other access
7.1 Seats. If your Plan includes Office Server Mode, one PC of your Installation may keep the data for the other PCs on your own network, over an encrypted connection. A Seat is one Authorized User signed in at the same time, counted across all of those PCs and phones; one person signed in on several devices uses one Seat. A Support Session counts as a Seat while it is signed in. A session that was not signed out (for example on a PC that was switched off) keeps its Seat until it times out (by default after 8 hours without activity) or an Admin ends it.
7.2 Phones. An Admin can let Authorized Users open read-only pages of the Software on their phones while on your network. Phone access is off until an Admin turns it on, and each user signs in with their own password.
7.3 Your responsibility. You are responsible for your network, the security of the office server PC, who receives the office connection code, and every key that gives access to Customer Data without a Seat: the Reporting API keys (for example for Power BI) and the web companion key. Revoke them when someone should no longer have access.
8. Customer Data, Backups and encryption
8.1 Your data. As between you and us, you own Customer Data. It is stored on your PC (or your office server PC). We do not receive a copy of it, except (a) what we see in a Support Session (section 10) and (b) a support file or other file you choose to send us (section 10.6). The License Check (section 4.3) sends no Customer Data. We use what we receive under this section, and the License Check data, only to provide the License and the support you asked for, and never to train AI models.
8.2 We cannot restore lost data. Because we hold no copy, we cannot recover Customer Data you lose.
8.3 You are responsible for your Backups. The Software helps you: it makes an automatic Backup about every 24 hours while it runs (this needs an installed License Key), a Backup before an Update changes your data, and a Backup before every restore. It keeps the 10 newest Backups by default and deletes older ones automatically (an Admin can change the number). By default, Backups are saved in the Backups folder on the same PC that holds the data (in the Software's data folder). An Admin can also set an off-site copy folder (for example a cloud-synced folder or a USB drive; it needs a Backup Password), and new Backups are then also copied there. You are responsible for keeping copies away from the PC and for checking from time to time that you can restore them.
8.4 What opens a Backup. Every Backup is encrypted. By default it opens with your License Key, and also with your Backup Password if an Admin has set one. A Backup made by hand with an extra password opens with your License Key together with that password; if a Backup Password was set when the Backup was made, it also opens with the Backup Password alone. An Admin can choose, once a Backup Password is set, that new Backups open with the Backup Password alone; Backups made before that choice keep opening with the License Key, and after it the extra password adds nothing. Keep your License Key private, like a password: anyone who has your License Key and a copy of a Backup made in the default way can open that Backup. We never receive your Backups. We keep a copy of every License Key we issue (we need it to deliver and renew your License), so if you want Backups that only you can open, set a Backup Password and choose that only it opens your Backups. If you lose your License Key, ask us: after checking that you act for the Customer (Support Policy section 2.6), we send it to you again. A Backup that needs a password you have lost cannot be opened by anyone, including us: its Backup Password, when only that opens it, or its extra password, when no Backup Password opens it.
8.5 Encryption on your PC. The Software stores its databases encrypted on your PC. Each database has its own key; Windows keeps the keys for the Windows user who runs the Software, and the Software gives your Admin a Recovery Code to unlock them on a new PC or Windows profile. The encryption does not cover: copies of files you import that the Software keeps, attachments and logos, files you export (for example CSV or PDF files), reports sent by e-mail, logs, the Software's own browser storage (which holds the signed-in user's account details), or anyone (or any malicious program) using the PC as that Windows user. We recommend turning on Windows' own drive encryption (BitLocker). If the Windows user's keys, the Recovery Code and every Backup you can open are all lost, Customer Data cannot be recovered by anyone, including us.
8.6 Accuracy. You are responsible for the accuracy of Customer Data and of what you import, and for checking the Software's figures against your own records and your marketplaces' and banks' statements.
8.7 Personal data in Customer Data. Customer Data may include personal data: your users, your own customers and vendors, and buyers' details in Marketplace Data. You decide what is kept and are responsible for it under the privacy laws that apply to you and under your marketplaces' rules. Where we see such data in a Support Session, we act only on your instructions (our Data Processing Addendum, where it applies, sets out the terms).
8.8 Deleting data. Uninstalling the Software does not delete Customer Data (unless the uninstaller is run with its option to delete the app's data). An Admin can empty Company Files or reset the Installation in the Software, or you can delete the data folder; the Documentation explains how.
9. Third-Party Services
9.1 The Software can work with Third-Party Services at your direction: for example your Walmart seller account (through API keys you enter), your e-mail server, QuickBooks Desktop (through export files), and Amazon, eBay, Etsy, Shopify and others through files you download from them and import. Some features are marked "Beta" or "Coming soon" (section 11).
9.2 Their terms apply to you. Your use of each Third-Party Service is governed by your agreement with its provider. You are responsible for having the right to access and use the data you bring into the Software and for following each provider's terms, including its rules on buyers' personal data: in particular, use buyers' details only to fulfil and service their orders and to meet your legal, tax and accounting duties, and not for marketing unless the buyer agreed. Keep the API keys and passwords of your Third-Party Services confidential.
9.3 No warranty about them. Marketplace orders, settlements, fees, inventory and reports come from their providers. They may be late, incomplete, changed or wrong, and a provider may change, limit or end its service or its access rules at any time, which may stop a feature of the Software from working. We are not responsible for a Third-Party Service, its availability, its data or its acts.
9.4 No affiliation. Walmart, Amazon, eBay, Etsy, Shopify, QuickBooks and Intuit, and the other names of Third-Party Services, are trademarks of their owners. The Company is not affiliated with, sponsored by or endorsed by any of them, and the Software is not approved by them. [to be confirmed]
9.5 Your credentials stay on your PC. The API keys and passwords you save for these connections are stored encrypted on your PC and are not sent to us.
10. Support Sessions
10.1 Only at your request. If you ask for help, our support may sign in to your Installation in a Support Session. A Support Session happens only when you arrange it with us and let us see or control your PC (for example by screen sharing or a remote-access tool you choose). Our support can sign in only on the PC that holds the data, never over the network from another PC. You never give us your password.
10.2 The Support Token. We sign in with our support account and a Support Token we make for your Installation's License Key, using the Support Fingerprint you send us (Support Policy section 9.3). It is valid for a limited time (4 hours unless we agree a longer time with you, and never more than 7 days) and can be used again until it expires. While a Support Session is signed in, the Software shows "Vendor · expires" and the end time at the top of the screen; you can end it at any time by signing it out. When one of your Admins next signs in, the Software shows when each Support Session started and how long it lasted; the License page lists them. [not yet released]
10.3 What we can and cannot do. In a Support Session we work with Super User rights: everything an Admin can do, plus restoring Backups (also while the Software is read-only, and Backups made under another License Key) and issuing Backup restore codes. Our support account can also permanently delete User Accounts or an archived Company File, create roles or change what a role may do, and clear the activity log; these actions are recorded as section 10.4 describes. We take them, delete Customer Data or reset the Installation only at the written request of one of your Admins, given for that Support Session. [to be confirmed] A Support Session cannot change or reset any password, create users, password recovery keys or Recovery Codes, see the Recovery Code, create keys for outside access to your data (Reporting API or web companion keys), change your Subscription's Plan, or accept this Agreement (or any new version of it) or the AI Assistant consent for you. [not yet released]
10.4 What is recorded. Each support sign-in, and every change made in a Support Session, is recorded in the Software's activity log, marked "(vendor access)". Viewing and searching are not recorded. The Software also keeps, on your PC, a separate record of when each Support Session started and ended, for 3 years (at most the 500 newest); a restore, a reset of the Installation or clearing the activity log does not remove it. [not yet released]
10.5 Confidentiality. We use what we see of Customer Data in a Support Session only to give the support you asked for, keep it confidential, and do not copy it unless you ask us to (for example to investigate a problem file), except where the law requires us to disclose it; we then disclose only what is required and tell you first unless the law forbids it. [to be confirmed]
10.6 Support files. The Software can make a support file (a ZIP of version information, settings, counts of records and recent log lines) that you may choose to e-mail us. It removes keys and passwords and replaces the names of your users, Company Files and vendors, but other details can remain, so look at it before you send it. Nothing is sent to us automatically.
11. The AI Assistant, Beta Features and Coming Soon Features
11.1 Features marked "Beta" in the Software work but are new; features marked "Coming soon" are switched off and do nothing, and send nothing, unless and until a later release switches them on or, with your agreement, we switch one on for your Installation for a limited test (Beta, Coming Soon and AI Assistant Terms, section B5). The AI Assistant is a Coming Soon Feature in the current release: it is not available and is not part of what any Plan pays for. When we publish its model on our own download host (Cloudflare R2, under our account), it becomes a Beta Feature included in every Plan. [to be confirmed] Once it is available, it answers questions about your figures with an AI model that runs on your PC. Our Beta, Coming Soon and AI Assistant Terms apply to these features and are part of this Agreement. [not yet available]
11.2 Coming Soon Features are not part of what you pay for, and we do not promise to release them.
12. Updates
12.1 What is included. Subscriptions include every Update released during their License Term; Lifetime Licenses include the Updates of their Major Version (section 5.4); a Trial includes the version we issued it for.
12.2 Installing an Update. You install an Update by running its installer over the installed version. Before an Update changes your data, the Software makes a Backup (section 8.3). A version cannot open data that a newer version has already changed, so install older versions only when our support tells you to.
12.3 Automatic updates are a Coming Soon Feature. When they are available, they stay off unless an Admin turns them on, and the Software installs only Updates signed by us.
12.4 Changes to features. An Update may add, change or remove features, but will not materially reduce the core inventory, purchasing, sales and reporting functions of the Software during a paid License Term.
12.5 Older versions. We support the current version of the Software and, for at least 12 months after a new Major Version is released, the previous one (Support Policy section 11.3). We may ask you to install the latest Update before we investigate a problem.
13. Licenses bought from a Reseller
13.1 If you obtained your License Key from an authorized Reseller, this Agreement governs your use of the Software. Your price, payment, invoices and any refund are between you and the Reseller. The Reseller is not our agent and cannot change this Agreement or give any warranty on our behalf.
13.2 Support. Your Reseller is your first contact for support, and we support the Reseller. The Software shows our name and support contact, not the Reseller's; contact your Reseller first, also for renewals. Where your Reseller asks us to, we may contact you or hold a Support Session with you (section 10).
13.3 Your details. A Reseller-sold License Key carries your name, e-mail address and company, which the Reseller gives us when it assigns the key to you. The key's term starts when the Reseller assigns it.
13.4 Renewals and reassignment. The Reseller may renew your License Key; the renewed key reaches your Software by itself at its next License Check. If the Reseller reassigns your License Key to another customer, or the Reseller's purchase of it is refunded or charged back, your License Key is refused and the Software switches to Read-Only Mode at its next License Check. Customer Data is not affected (section 6). If your License Key is refused because your Reseller reassigned it in breach of our Reseller Agreement, or because the Reseller's payment for it was refunded or charged back, and you show us that you paid your Reseller for the current period, we will issue you a replacement License Key free of charge for the rest of that period, as soon as we reasonably can (our target is 2 business days) . Backups made under the refused key then open with your Backup Password or with our support's help. [to be confirmed]
13.5 If your Reseller stops. If your Reseller stops being an authorized Reseller, your License Key keeps working until its expiry date, and you may then buy a License online (section 5.7) or through another Reseller. If you stop buying from your Reseller for another reason, you may buy a License online. Customer Data stays usable with the new License Key. Backups made under the old License Key open with your Backup Password if you set one; otherwise our support can help you restore them. If your Reseller stops trading, or does not answer a support request within 5 business days, you may contact us directly, and we will support you as a direct customer until your License Key expires.
14. Limited warranty and disclaimers
14.1 NOT PROFESSIONAL ADVICE. THE SOFTWARE CALCULATES AND SHOWS FIGURES SUCH AS COSTS, LANDED COST, COST OF GOODS SOLD, PROFIT, FEES, INVENTORY VALUES, TAXES COLLECTED BY MARKETPLACES, SETTLEMENT RECONCILIATIONS AND FORECASTS. THESE FIGURES ARE TOOLS FOR MANAGING YOUR BUSINESS. THEY ARE NOT TAX, ACCOUNTING, FINANCIAL, INVESTMENT OR LEGAL ADVICE, AND THEY MAY BE INCOMPLETE OR WRONG. CHECK THEM BEFORE YOU RELY ON THEM, AND CONSULT A QUALIFIED PROFESSIONAL FOR TAX, ACCOUNTING AND LEGAL DECISIONS AND FILINGS.
14.2 AI ASSISTANT. THE AI ASSISTANT'S ANSWERS ARE GENERATED AUTOMATICALLY AND MAY BE INCOMPLETE OR WRONG. OUR BETA, COMING SOON AND AI ASSISTANT TERMS APPLY TO IT.
14.3 Limited warranty. For 30 days from the later of your first payment for a new paid License and the day we send you its License Key (Refund Policy section 2.1) [to be confirmed], we warrant that the Software, installed and used as the Documentation describes, will perform substantially as the Documentation describes. This warranty does not cover Trials, Beta Features, Coming Soon Features, the AI Assistant, Third-Party Services or their data, or problems caused by your PC, your network, other software, misuse, or changes not made by us. If the Software does not meet this warranty and you tell us within those 30 days, your sole and exclusive remedy, and our entire liability for the breach, is a full refund of that payment under our Refund Policy; the refund ends the License it paid for. For a License Key bought from a Reseller, the 30 days run from the day the Reseller assigned it. If you or your Reseller tell us within them that the Software does not meet this warranty, we ask Paddle to refund the wholesale price we received for that License Key to the Reseller (or, where Paddle can no longer refund that order, we credit the Reseller one License Key of the same Plan). The Reseller passes it on to you as its agreement with you provides, and the refund ends that License.
14.4 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.3, AND TO THE FULLEST EXTENT THE LAW PERMITS, THE SOFTWARE, THE LICENSE SERVER AND ALL SERVICES WE PROVIDE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE OR THE LICENSE SERVER WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS FIGURES WILL BE ACCURATE, THAT ANY THIRD-PARTY SERVICE OR ITS DATA WILL BE AVAILABLE, COMPLETE OR CORRECT, OR THAT CUSTOMER DATA WILL NOT BE LOST.
14.5 Some laws do not allow certain warranties to be excluded. Where such a law applies to you, the exclusions above apply only as far as that law allows.
15. Limitation of liability
15.1 TO THE FULLEST EXTENT THE LAW PERMITS, NEITHER WE NOR OUR LICENSORS, SUPPLIERS OR RESELLERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, TAX PENALTIES OR INTEREST, MARKETPLACE ACCOUNT SUSPENSIONS, OR INVENTORY LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
15.2 OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE LICENSE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT THAT CAUSED IT; FOR A LIFETIME LICENSE, THE PRICE YOU PAID FOR IT; AND FOR A LICENSE KEY BOUGHT FROM A RESELLER, ONE YEAR'S LIST PRICE OF THE SAME PLAN AS PUBLISHED ON https://livingroomlogistics.com WHEN THE KEY WAS ASSIGNED. [to be confirmed]
15.3 FOR A TRIAL, OR ANY OTHER LICENSE KEY PROVIDED FREE OF CHARGE, OUR TOTAL LIABILITY WILL NOT EXCEED US $50.
15.4 These limits apply even if a remedy fails of its essential purpose, and they reflect the price of the Software: they are an essential basis of the bargain between you and us.
15.5 Nothing in this Agreement limits liability for fraud, or any other liability that the law does not allow to be limited or excluded.
16. Term, termination and transfer
16.1 Term. This Agreement applies from when you accept it until it ends under this section. Your License ends at the end of the License Term (and any Grace Period). After that, and after any termination, you may keep using the Software in Read-Only Mode to view, export and back up Customer Data.
16.2 Termination by us. We may terminate this Agreement and refuse your License Key if you materially breach it and, where the breach can be cured, do not cure it within 15 days after our notice. We may do so at once if continuing would breach the law (section 18), or if you used the License Key fraudulently or published it.
16.3 Transfer. You may transfer your License, with this Agreement, to a business that acquires all or substantially all of your business, with our prior written consent (which we will not unreasonably withhold), if the new business accepts this Agreement. Otherwise you may not assign or transfer this Agreement or your License.
16.4 Termination by you. You may stop using the Software at any time and cancel a Subscription as our Terms of Service describe. Fees already paid are refunded as our Refund Policy, Paddle's Buyer Terms, Paddle's Refund Policy (https://www.paddle.com/legal/refund-policy) and the law provide.
16.5 If we end a License without your breach (for example because we stop offering the Software), we will ask Paddle to refund the unused part of any prepaid period; for a Lifetime License, the price you paid less one-sixtieth for each full month since you bought it; for a License Key bought from a Reseller, the unused part of the wholesale price, refunded or credited to the Reseller. [to be confirmed]
16.6 Survival. Sections 3, 8.1, 8.2, 8.6, 8.7, 9.2-9.4, 10.5, 10.6, 14, 15, 16, 17, 18 and 19 survive the end of this Agreement.
16.7 Continuity. If we stop operating the License Server for good, including because the Company winds up, we will first release a final Update, or issue License Keys that are not checked online, so that Lifetime Licenses, and Subscriptions for the period already paid, keep working without a License Check. If the License Server is unavailable for more than 14 days in a row through no fault of yours, we will, on request, give you an offline Override Code until it is back. [to be confirmed]
17. Open-source components and AI Models
17.1 The Software includes components licensed by third parties under open-source or other licenses. They are listed, with their license texts, in the file THIRD_PARTY_NOTICES.txt installed with the Software and shown under About › Third-party notices, and on our Open-Source Notices page. Those licenses govern your use of those components, and nothing in this Agreement limits the rights they give you.
17.2 The AI Models that the AI Assistant can download are provided under their own licenses, which the Software names before an Admin turns the AI Assistant on (our Beta, Coming Soon and AI Assistant Terms).
18. Export controls, sanctions and US Government use
18.1 The Software is subject to US export control and sanctions laws, and may be subject to other countries' import and export laws. You will comply with all of them.
18.2 You confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to a comprehensive US embargo, and that you are not on, or owned 50 % or more by anyone on, a US government list of restricted parties. You will not export, re-export or transfer the Software, or let it be used, in breach of those laws, including for a prohibited end use (for example related to weapons of mass destruction).
18.3 We may refuse a License Key, a License Check, an Update or support where we reasonably believe that providing it would breach these laws. If we do so although you have not breached section 18.2, we will ask Paddle to refund the unused part of any prepaid period as section 16.5 describes, unless the law forbids the payment. A breach of this section cannot be cured.
18.4 US Government users. The Software is "commercial computer software" and its Documentation is "commercial computer software documentation"; US Government users acquire only the rights this Agreement gives other users.
19. General
19.1 Governing law. This Agreement is governed by the laws of the State of Utah, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Resolving disputes. Before starting a court case, please contact us at support@livingroomlogistics.com; we will try to resolve the matter with you within 30 days. Any dispute arising out of or related to this Agreement will be decided by the state courts located in Utah County, Utah, or by the United States District Court for the District of Utah, and each party consents to their exclusive jurisdiction. Either party may instead bring an individual claim in a small claims court that has jurisdiction over it. There is no arbitration. [to be confirmed]
19.3 Changes to this Agreement. We may offer a new version of this Agreement with an Update. An Admin is asked to accept it at the first sign-in after the Update; it then applies to that Update and later ones. If you do not want to accept it, do not install the Update: this version keeps applying to the version you have. A new version does not change the price or term of a License you have already paid for. We publish each version of this Agreement, with its effective date, at https://livingroomlogistics.com/legal/eula.
19.4 Entire agreement and order of precedence. This Agreement, our Terms of Service, our Refund Policy, our Acceptable Use Policy, our Support Policy, our Beta, Coming Soon and AI Assistant Terms and, where it applies, our Data Processing Addendum are the entire agreement between you and us about the Software and replace all earlier understandings about it. Our Privacy Policy explains how we handle personal data. [to be confirmed] If they conflict: a written agreement signed by you and us comes first; then the Data Processing Addendum, for personal data we process for you; then the Beta, Coming Soon and AI Assistant Terms for those features; then this Agreement for the License and the use of the Software; then the Terms of Service; then the policies.
19.5 Severability; waiver. If any provision is held unenforceable, it is enforced to the extent possible and the rest remains in effect. A failure to enforce a provision is not a waiver.
19.6 Assignment. We may assign this Agreement to a successor of our business or of the Software. You may assign it only under section 16.3.
19.7 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control (other than an obligation to pay).
19.8 Notices. We may give you notices by e-mail to the address on your Order or License Key, on https://livingroomlogistics.com, or in the Software for notices about your License or Subscription and for a new version of this Agreement offered with an Update (section 19.3). Notices of breach, suspension, termination, refusal of a License Key, or a change that reduces your rights are always sent by that e-mail (and may also be shown in the Software); a notice on https://livingroomlogistics.com alone is enough only for general changes and announcements. An e-mail notice is given when sent, unless we learn that it was not delivered. You may give us notice at support@livingroomlogistics.com.
19.9 Record of acceptance. When an Admin accepts this Agreement in the setup wizard, or accepts a new version after an Update, the Software records on your PC which text was accepted (as a fingerprint of the text), when, and by which user.
19.10 Contact. Point of the Mountain Software LLC, support@livingroomlogistics.com.