Clipbasket End User License Agreement (EULA)

Last updated: August 10, 2026

This End User License Agreement ("Agreement") is a legal agreement between you ("you," "Licensee") and Latent Software LLC, a Wyoming limited liability company, 30 N Gould St, Ste N, Sheridan, WY 82801, USA ("we," "us," "Licensor") for the Clipbasket desktop software application, including any updates we make available to you and its documentation (the "Software").

By purchasing a license key, installing, or using the Software, you agree to this Agreement. If you do not agree, do not install or use the Software; see Section 7 (Refunds; Withdrawal) for what you can and cannot get back.

1. License, not sale

1.1. The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights, and reserve all rights not expressly granted in this Agreement. You acquire no ownership interest of any kind, and nothing in this Agreement grants you any right to our trademarks, trade names, or branding. Your only rights in the Software are the limited license rights expressly stated in Section 2, and payment of the purchase price buys those license rights — not a copy free of these terms.

1.2. This Agreement grants rights in object code only. No source code, and no right to receive source code, is included.

2. License grant

2.1. Subject to your payment and your continuing compliance with this Agreement, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software, for your own use, on up to the number of devices permitted by the license plan you purchased (the "seat limit").

2.2. License term. Your license to use the Software is either perpetual or time-limited according to the plan you purchased, as stated at purchase, in your license email, and in the Software's Settings window. A perpetual plan means the use right for entitled versions does not expire; it does not mean perpetual updates (Section 6), perpetual support, or perpetual availability of online services (Section 10).

2.3. Activation and revalidation. The Software requires activation of a valid license key over the internet and periodically revalidates it. Without a currently valid activation (or a valid offline credential, Section 2.5), the Software runs in a reduced free tier by design (Section 4).

2.4. Device transfer. You may move a seat between devices using the in-app "Deactivate This Device" control or the hosted license manager at https://licenseseat.com/license_manager/clipbasket. We may apply reasonable anti-abuse limits to activation and deactivation frequency.

2.5. Offline use. After a successful activation, the Software can run without a network connection for a limited grace window (currently seven days) using a cryptographically signed offline credential; after it lapses, online revalidation is required. The length of the grace window is a technical parameter, not a contractual entitlement, and we may change it prospectively for new versions.

2.6. Demo licenses. We may offer time-limited demo licenses free of charge. Demo licenses are provided for evaluation only, may be limited, altered, revoked, or discontinued at any time at our sole discretion, carry no update entitlement and no expectation of continued availability, and — to the maximum extent permitted by applicable law — are provided strictly as-is with all faults. Statutory rights that apply to paid supplies do not extend to free demo licenses except where the law provides otherwise.

3. Restrictions

Except to the extent a restriction is unenforceable under applicable law, you may not, and may not permit or assist anyone else to:

(a) copy the Software except as reasonably necessary to install and run it and to keep a personal backup;

(b) share, publish, resell, rent, lease, lend, sublicense, or transfer your license key or the Software, or activate more devices than your seat limit, or use one license for multiple persons;

(c) circumvent, disable, tamper with, or defeat the Software's license enforcement, activation, revalidation, or update mechanisms, or use a license key you did not lawfully acquire from us or our authorized resellers;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except and only to the extent that applicable law prohibits enforcement of this restriction notwithstanding this contractual limitation — including, if you are in the European Union, your rights to observe, study, or test the functioning of the Software (Article 5(3), Directive 2009/24/EC) and to decompile it strictly to the extent indispensable to achieve interoperability of an independently created computer program, subject to all conditions of Article 6 of Directive 2009/24/EC (including first requesting the necessary interoperability information from us, which you can do at the address in Section 15). Information obtained under those provisions may not be used for any purpose those provisions do not permit;

(e) modify, adapt, translate, or create derivative works of the Software;

(f) remove, alter, or obscure any proprietary notices;

(g) use the Software to violate any applicable law, or export or re-export it in violation of applicable export-control or sanctions laws;

(h) use the Software, its update feeds, or its licensing endpoints to develop a competing product, or use automated means to extract the Software's assets or components for reuse elsewhere.

4. License states; what happens when a license lapses

The Software is designed so that when a license expires, is revoked, or cannot be validated, the app falls back to a reduced free tier (recent-history visibility caps and feature locks) rather than deleting your data. This is a description of current product design, not a contractual commitment: we do not promise that any free tier exists or will continue to exist in any version, and we may change tier boundaries prospectively in new versions. Nothing in this Section limits Section 6 or your statutory rights.

5. Your content

Your clipboard history (text, images, links, file references, and related metadata) is stored locally on your device only; we do not receive, store, or claim any rights over your clipboard content. The Privacy Policy describes exactly what leaves your device.

6. Updates — what your purchase includes and what it does not

6.1. Update entitlement window. Your license includes the versions of the Software that we publish during your update entitlement period, which is one (1) year from the date of purchase (the "Update Window"). The update feed serves each license the newest version whose publication date falls within that license's Update Window.

6.2. After the Update Window. When your Update Window ends: (a) you keep your license to use every version published during your Window (perpetual plans: indefinitely); (b) the update feed simply stops offering versions published after your Window — no error, no loss of function of your installed version; and (c) versions published after your Window are not included in your purchase and require a new purchase or renewal at our then-current terms, which we are under no obligation to offer.

6.3. No promise of future development. To the maximum extent permitted by applicable law, we do not promise any future version, feature, frequency or continuation of updates, or that any update will be published during your Update Window at all; we may discontinue development of the Software at any time. Any update we do publish is licensed under this Agreement (or the version of it accompanying that update) and does not restart or extend your Update Window.

6.4. Statutory conformity carve-out (EU/EEA consumers). Nothing in this Section 6 limits any right you have under mandatory law to updates — including security updates — necessary to keep the Software in conformity for the period you are entitled to them under Articles 7, 8(2) and 8(4) of Directive (EU) 2019/770 as implemented in your country (those rights cannot be contractually waived before you notify us of a lack of conformity — Article 22 of that Directive). This carve-out preserves what the law requires and nothing more.

6.5. Update mechanics. The Software checks a signed update feed and offers updates for you to accept; automatic checking can be disabled in Settings. We may require that you install updates to continue receiving support or online services for your version.

7. Refunds; EU right of withdrawal

7.1. All sales are final except as stated in this Section or required by applicable law. To the maximum extent permitted by applicable law, we do not offer refunds for dissatisfaction, incompatibility with your system where the stated requirements were met, unused time, or forgotten renewals.

7.2. EU/EEA/UK consumers — 14-day right of withdrawal and how it is lost. If you are a consumer in the EU/EEA (or under equivalent UK rules), you have a right to withdraw from a distance purchase within 14 days without giving any reason (Article 9, Directive 2011/83/EU). For digital content not supplied on a tangible medium — which is what you are buying — that right is lost once performance has begun, if before delivery you (a) gave your prior express consent to begin performance during the withdrawal period, and (b) acknowledged that you thereby lose your right of withdrawal, and (c) we provided you confirmation of your consent and acknowledgment (Article 16(m) of Directive 2011/83/EU, as amended by Directive (EU) 2019/2161; confirmation per Article 8(7)). Our checkout collects exactly that consent and acknowledgment (see docs/legal/checkout-consent.md), and your license key is delivered immediately after purchase — so in the ordinary case your withdrawal right ends at delivery of your key. If you do not give that consent, your key is not delivered until the 14-day period expires or you ask us in writing to deliver early with the acknowledgment above.

7.3. Statutory remedies unaffected. Nothing in this Section limits remedies mandatory law gives you for digital content that fails to conform to the contract (for EU/EEA consumers, Articles 13, 14 and 16 of Directive (EU) 2019/770: bringing into conformity, price reduction, or termination with refund, in that hierarchy), or any non-waivable refund right under the law of your state or country.

7.4. Refunds and chargebacks revoke keys. If a purchase is refunded or charged back, the license key(s) issued for it are revoked automatically and licensed features stop working. Initiating a chargeback for a purchase you made and received is a material breach of this Agreement.

8. Termination

8.1. This Agreement is effective until terminated. It terminates automatically, without notice, if you materially breach it (including any breach of Section 3 or a chargeback under Section 7.4). We may also terminate it on notice to you if we discontinue the Software entirely; in that case Section 12's cap governs any resulting liability, and consumers retain any mandatory-law remedies.

8.2. Upon termination: your license ends, your key may be revoked, and you must stop using the Software and delete your copies. Termination for your breach entitles you to no refund, to the maximum extent permitted by applicable law.

8.3. Sections 1, 3 (to the extent lawful), 5, 7.4, 8.3, 9, 11, 12, 13, and 14 survive termination.

9. Feedback

If you send us suggestions, ideas, bug reports, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose without obligation, attribution, or compensation. This is the only license flowing from you to us under this Agreement, and no personal data is licensed by it.

10. Online services; third-party services

10.1. Activation, validation, demo-license issuance, the license manager, and update feeds are online services operated for us by LicenseSeat (licenseseat.com). Payments are processed by Stripe (stripe.com); we never receive your full card details. Your use of those services is subject to their terms; we are not liable for third-party services to the maximum extent permitted by applicable law.

10.2. We may modify, suspend, or discontinue any online service prospectively. For so long as you hold a valid license to a version that requires activation, we will not intentionally disable activation for that version without either providing a reasonable alternative (such as an offline credential or a build that does not require activation) or the remedy in Section 8.1 — this is the only service commitment in this Agreement, and it does not apply to demo licenses. (Confirmed 2026-08-10: kept deliberately — without it, a "perpetual license" that can be remotely bricked at will is the single most attackable posture in a consumer EULA (unfair-terms Annex 1(c)/(f), 93/13/EEC) and the most reputation-costly.)

11. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT CLIPBOARD HISTORY WILL BE PRESERVED WITHOUT LOSS — BACK UP ANYTHING YOU CANNOT AFFORD TO LOSE.

Consumer preservation: some jurisdictions do not allow the exclusion of implied warranties or of statutory conformity rights, so parts of the above may not apply to you. If you are a consumer in the EU/EEA, your rights under Directive (EU) 2019/770 (conformity of digital content) as implemented in your country are mandatory and are not excluded by this Section; this Section then applies only to the maximum extent that Directive and its implementations permit.

12. Limitation of liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF DATA (INCLUDING CLIPBOARD HISTORY), PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) THE PURCHASE PRICE OF YOUR LICENSE.

12.3. Carve-outs that keep this Section enforceable. Sections 12.1 and 12.2 do not exclude or limit: (a) liability for death or personal injury caused by our negligence; (b) liability for our intentional misconduct or gross negligence; (c) liability under mandatory product-liability law; (d) in jurisdictions applying German-law standards to standard terms, liability for slightly negligent breach of essential contractual obligations (Kardinalpflichten), which is instead limited to the foreseeable damage typical for this kind of contract; or (e) any other liability that cannot be excluded or limited by applicable law. For liability within these carve-outs the exclusions and cap simply do not apply; they remain fully effective for everything else.

12.4. Each limitation in this Agreement applies separately; the failure of one does not affect the others. These limitations reflect the allocation of risk on which a US$14.99 one-time price is based.

13. Indemnification

To the maximum extent permitted by applicable law, you will indemnify and hold us harmless from third-party claims, and resulting damages, penalties, and reasonable legal costs, to the extent arising from (a) your use of the Software in violation of law, or (b) your breach of Section 3. If you are a consumer, this Section applies only to the extent your national law permits consumer indemnities, does not shift our own fault to you, and does not limit any of your statutory rights.

14. Governing law; disputes

14.1. Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. If you are a consumer habitually resident in the EU/EEA or UK, this choice of law does not deprive you of the protection of provisions that cannot be derogated from by agreement under the law of your country of habitual residence (Article 6(2), Regulation (EC) No 593/2008 (Rome I)), and nothing in this Agreement deprives you of your rights to bring or defend proceedings in your home courts under Articles 17–19 of Regulation (EU) No 1215/2012 (Brussels I recast).

14.2. Venue. Subject to Section 14.1's consumer preservation, disputes shall be brought exclusively in the state and federal courts located in Sheridan County, Wyoming, USA, and you and we each consent to their jurisdiction.

14.3. US residents — individual disputes. Disputes are resolved in the courts identified in Section 14.2 (elected 2026-08-10 over consumer arbitration: AAA consumer fee schedules are borne by the business per case filed, which mass-arbitration filings weaponize against small developers, while at US$14.99 exposure the class waiver below provides the material protection). IN EITHER CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING AND ANY RIGHT TO A JURY TRIAL; this waiver does not apply where it is unenforceable, and it does not apply to EU/EEA/UK consumers.

14.4. EU ODR/ADR notice. The EU online dispute resolution platform is at https://ec.europa.eu/consumers/odr. We are not obliged to and do not commit to participate in alternative dispute resolution before a consumer arbitration board unless a mandatory law requires it.

14.5. Time limit. To the maximum extent permitted by applicable law, any claim under this Agreement must be brought within one (1) year of the date it arose. This limit does not apply where mandatory law (including consumer limitation periods that cannot be shortened) provides otherwise.

15. General

15.1. Entire agreement; versions. This Agreement (with the Privacy Policy) is the entire agreement for the Software and supersedes prior discussions. We may publish revised terms with new versions of the Software; the Agreement version accompanying the release you install governs your use of that release, and installing a new version constitutes acceptance of its accompanying terms for that version. Terms applicable to versions you already have are not changed retroactively.

15.2. Severability (clause-by-clause). Each Section, sub-section, and clause of this Agreement is separately enforceable. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted, or if it cannot be, severed — and the remainder of this Agreement continues in full force. The parties consent to a court or arbitrator narrowing (blue-penciling) any over-broad provision rather than voiding it, wherever that is permitted.

15.3. Statutory-rights preservation. Nothing in this Agreement excludes, restricts, or modifies any right or remedy you have under applicable law that cannot lawfully be excluded, restricted, or modified — including consumer guarantees and conformity rights. Where such law applies, this Agreement applies to the maximum extent it permits.

15.4. No waiver; assignment. Our failure to enforce a provision is not a waiver. You may not assign this Agreement; we may assign it in connection with a sale of the Software or our business, and to any successor entity, without your consent, provided your rights under it are not reduced.

15.5. Export. You represent that you are not subject to sanctions that prohibit us from licensing the Software to you.

16. Contact

Latent Software LLC 30 N Gould St, Ste N Sheridan, WY 82801, USA

Email: [email protected] — also configured as the support_email on the LicenseSeat product, so license-email replies and legal notices converge. Legal notices may also be sent to [email protected].