These Terms of Service (“Terms”) are a binding agreement between you and Potamic LLC, a Colorado limited liability company (“Potamic,” “we,” “us,” or “our”). They govern your access to and use of Limnic, including our websites, applications, APIs, and related services (together, the “Service”).
By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of an organization, you agree to these Terms for that organization and confirm you have authority to bind it. In that case, “you” means the organization.
1. Changes to These Terms
We may update these Terms from time to time. If a change is material, we will notify you at least 30 days before it takes effect, by email or through the Service. Changes will not apply to disputes that arose before they took effect. If you keep using the Service after the effective date, you accept the updated Terms. If you do not agree, stop using the Service and close your account.
2. Eligibility and Accounts
You must be at least 18 years old, or the age of majority where you live, to use the Service. You may not use the Service if you are barred from doing so under applicable law, including U.S. sanctions and export laws.
To use some features you need an account. You agree to:
- Give accurate, current, and complete information, and keep it up to date.
- Keep your login credentials confidential and not share your account.
- Tell us promptly if you suspect unauthorized access.
You are responsible for all activity under your account, except activity caused by our own failure to follow reasonable security practices.
3. Using the Service
License. While you follow these Terms, Potamic gives you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own personal or internal business purposes.
Acceptable use. You agree not to, and not to help anyone else:
- Break any law or violate anyone else’s rights, including privacy and intellectual property rights.
- Upload or send malware, or anything meant to disrupt, damage, or gain unauthorized access to the Service or any system or network.
- Probe, scan, or test the Service’s vulnerabilities, or get around any security, rate limit, or access control, unless we have agreed in writing.
- Copy, modify, reverse engineer, decompile, or try to extract the source code of the Service, except where the law expressly allows it.
- Scrape, crawl, or harvest data from the Service by automated means, except through APIs we provide and within their documented limits.
- Resell, rent, lease, or sublicense the Service, or use it to build a competing product.
- Post or share content that is unlawful, harassing, defamatory, obscene, hateful, deceptive, or that exploits minors.
- Impersonate any person or entity, or misrepresent your affiliation with anyone.
- Send spam or other unsolicited bulk messages.
Changes to the Service. We are always improving Limnic. We may add, change, or remove features at any time. If we discontinue a paid feature you rely on, we will try to give you reasonable notice.
Beta features. Features marked as beta, preview, or experimental are provided as-is. They may change or be withdrawn at any time, and they may not be as reliable as the rest of the Service.
4. Your Content
You own your content. “Your Content” means any data, files, text, or other material you upload, submit, or create through the Service. As between you and Potamic, you keep all rights to Your Content.
License to us. You give Potamic a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, and display Your Content. We use this license only to provide, maintain, secure, and improve the Service for you, and as described in our Privacy Policy. The license ends when you delete Your Content or your account, except for backup copies kept for a limited time and anything you have shared with others.
Your responsibilities. You confirm that you have all rights needed to give us this license, and that Your Content and our use of it under these Terms will not violate any law or anyone’s rights. You are responsible for keeping your own backups of Your Content.
Removal. We may remove or disable access to content that we reasonably believe violates these Terms or the law. We have no duty to monitor content, but we may do so.
Copyright complaints. If you believe content on the Service infringes your copyright, send us a notice. Include the information required by the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(3)). We will terminate the accounts of repeat infringers in appropriate circumstances.
Feedback. If you send us ideas, suggestions, or other feedback about the Service, we may use it for any purpose without paying you or owing you anything.
5. Fees and Payment
Paid plans. Some parts of the Service require payment. Prices and plan features are shown at checkout or on our pricing page. You agree to pay all fees for the plan you choose, plus any applicable taxes.
Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annually) for the same length of time. We charge your payment method on file at the then-current price, unless you cancel before the renewal date.
Cancellation. You can cancel at any time in your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. You keep access until then.
Refunds. Except where the law requires otherwise or where we say otherwise in writing, payments are non-refundable, and we do not give refunds or credits for partial billing periods.
Price changes. We may change our prices. We will give you at least 30 days’ notice before a price change applies to your subscription, so you have time to cancel before you are charged the new price.
Free trials. If you start a free trial, we may ask for a payment method. Unless you cancel before the trial ends, your paid subscription starts and we charge you automatically.
Failed payments. If a payment fails, we may retry it, and we may suspend or downgrade your account until the balance is paid.
Payment processing. Payments are handled by third-party payment processors. By paying, you also agree to the processor’s terms. You authorize us and our processor to charge your payment method for all amounts due.
6. Ownership, Third-Party Services, and Privacy
Our property. The Service, including its software, design, text, graphics, and the Limnic and Potamic names and logos, belongs to Potamic and its licensors. It is protected by intellectual property laws. Except for the limited license in Section 3, these Terms give you no rights in the Service, and we keep all rights not expressly granted.
Third-party services. The Service may link to or work with services, content, or integrations that other companies provide. We do not control them and are not responsible for them. Your use of them is governed by their own terms. When you connect a third-party service, you authorize us to exchange data with it as needed to provide the connection.
Privacy. Our Privacy Policy explains how we collect, use, and share personal information. By using the Service, you acknowledge it. If you use the Service to process personal information about other people, you are responsible for giving any required notices and getting any required consents.
7. Suspension and Termination
You may stop using the Service and close your account at any time.
We may suspend or end your access to the Service if any of these happen:
- You materially breach these Terms.
- We must do so to comply with the law or a legal order.
- Your use creates a security risk or could cause harm or liability to Potamic, other users, or third parties.
- We stop offering the Service.
Where it is reasonable and lawful, we will notify you first and give you a chance to fix the problem. If we stop offering the Service for reasons other than your breach, we will refund any prepaid fees for the unused part of your subscription.
After termination, your right to use the Service ends. We will give you a reasonable period, at least 30 days, to export Your Content, unless we ended your access for a serious breach or the law prevents it. After that, we may delete Your Content. Sections 4 (Feedback), 5 (unpaid fees), 6, and 8 through 12 survive termination.
8. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT ALLOWED BY LAW, POTAMIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY RESULTS OR INFORMATION FROM THE SERVICE WILL BE ACCURATE OR RELIABLE. YOU USE THE SERVICE AT YOUR OWN RISK.
Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.
9. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, POTAMIC AND ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. THIS APPLIES EVEN IF WE WERE TOLD SUCH DAMAGES WERE POSSIBLE.
OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $100.
These limits apply to every theory of liability, including contract, tort (including negligence), and strict liability. They do not limit liability that cannot be limited by law, such as liability for gross negligence, willful misconduct, or fraud.
10. Indemnification
You agree to defend, indemnify, and hold harmless Potamic and its members, managers, employees, and agents from any third-party claims, and related losses, damages, and costs (including reasonable attorneys’ fees), arising from:
- Your Content.
- Your use of the Service in breach of these Terms.
- Your violation of any law or of anyone else’s rights.
We will notify you promptly of any such claim and let you control its defense, but you may not settle a claim in a way that imposes obligations on us without our written consent.
11. Dispute Resolution and Arbitration
Informal resolution first. Before filing a claim, you and Potamic agree to try to resolve the dispute informally. Send a written notice describing the dispute and the relief sought to us. We will send ours to the email on your account. If the dispute is not resolved within 60 days, either party may start arbitration.
Binding arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, not in court. The American Arbitration Association (AAA) will administer it under its Consumer Arbitration Rules or, for business users, its Commercial Arbitration Rules. The arbitration will take place at a location we agree on, or by video conference. The arbitrator may award the same individual relief a court could.
Exceptions. Either party may bring an individual claim in small claims court if it qualifies. Either party may also seek an injunction in court to stop actual or threatened infringement or misuse of its intellectual property.
Class action and jury waiver. You and Potamic may bring claims against each other only individually, and not as a plaintiff or class member in any class, collective, or representative action. YOU AND POTAMIC EACH WAIVE THE RIGHT TO A JURY TRIAL.
Opt-out. You may opt out of this arbitration agreement by sending us written notice within 30 days after you first accept these Terms. Include your name, the email on your account, and a clear statement that you opt out of arbitration.
Severability. If the class action waiver is found unenforceable for a claim, that claim will proceed in court, not in arbitration.
12. General Terms
- Entire agreement. These Terms, the Privacy Policy, and any order form or plan terms you accept are the entire agreement between you and Potamic about the Service. They replace any earlier agreements on the subject.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, or to an affiliate.
- Severability. If any part of these Terms is unenforceable, the rest stays in effect, and that part will be enforced to the greatest extent allowed.
- No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.
- Notices. We may send you notices by email or through the Service.
- Export controls. You will comply with all applicable U.S. and foreign export and sanctions laws when using the Service.
- Independent parties. These Terms do not create a partnership, joint venture, employment, or agency relationship.
- No third-party beneficiaries. No one other than you and Potamic has rights under these Terms.
- Headings. Section headings are for convenience only and do not affect meaning.