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Software License Agreement

Effective 22 August 2026 · Copyright © 2026 Alex Greenshpun. All rights reserved.

1. Acceptance

1.1 This Agreement is a legal contract between You and the Licensor. By clicking "I agree" (or a similar button or checkbox), or by installing or using the Software after being presented with this Agreement, You agree to be bound by it. If You do not agree, do not install or use the Software.

1.2 If You accept this Agreement on behalf of a company or other legal entity, You represent that You have authority to bind that entity, and "You" means that entity.

1.3 You must be at least 18 years old, or the age of legal majority where You live if higher, to accept this Agreement.

1.4 If You are a Consumer, Section 21 (Consumer Rights) applies to You and prevails over any conflicting provision of this Agreement.

2. Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests or the power to direct management.

"Beta Period" means the period of the Public Beta, beginning when the Licensor first makes the Public Beta available and ending on the GA Date.

"Commercial Use" means any use of the Software in connection with or in furtherance of any activity intended to generate revenue, profit, or other economic benefit, whether or not revenue is actually received. This includes use by or on behalf of any for-profit entity, use in development of products or services intended for sale, and use by individuals receiving compensation (including equity, stock options, or deferred compensation) in connection with the work.

"Consumer" means an individual who uses the Software for purposes that are wholly or mainly outside that individual's trade, business, craft, or profession.

"Enterprise Agreement" means a separate written agreement between You and the Licensor governing enterprise deployment or use of the Software. Where an Enterprise Agreement conflicts with this Agreement, the Enterprise Agreement prevails for that deployment.

"Fees" means the amounts payable for a Paid Plan as stated in the applicable Order or Plan Terms.

"Free Tier" means the no-charge Plan that the Licensor makes available after the GA Date, subject to the usage limits and conditions stated in the Plan Terms.

"GA Date" means the date on which the Public Beta ends and general availability begins, as announced by the Licensor under Section 3.2.

"Licensor" means Alex Greenshpun.

"Official Distribution Channels" means the GitHub repository at https://github.com/alexgreensh/total-recall and any other channels explicitly designated in writing by the Licensor.

"Order" means a purchase of a Paid Plan made through the checkout or ordering process the Licensor provides.

"Paid Plan" means a fee-bearing Plan, including any subscription-based tier.

"Plan" means the tier under which You are authorized to use the Software after the GA Date: the Free Tier, a Paid Plan, or an Enterprise Agreement.

"Plan Terms" means the then-current description of the Plans, their scope, limits, Fees, billing, renewal, cancellation, and refund terms, published by the Licensor at https://total-recall.dev and incorporated into this Agreement by reference.

"Public Beta" means the pre-general-availability release of the Software that the Licensor designates as a public beta.

"Software" means the Total Recall software, including all files, libraries, compiled binaries, documentation, and updates provided by the Licensor, but excluding Third-Party Components.

"Third-Party Components" means software components included with the Software that are licensed by third parties under their own terms, as identified in the notices file distributed with the Software.

"You" means the individual or entity accepting this Agreement.

"Your Content" means the data, files, notes, and other content that You index, process, or generate using the Software, including output of the Software that incorporates Your data.

3. Grant of License

3.1 License

Subject to this Agreement, the Licensor grants You a limited, non-exclusive, non-transferable license, terminable only as set out in Section 8, to install and use the unmodified Software on devices You own or control, for Your internal purposes, (a) during the Beta Period, within the scope described in Section 3.2, and (b) after the GA Date, within the scope of the Plan You are on. This license is for the Software as a whole; no right is granted to any portion of the Software separately from the whole.

3.2 Public Beta

(a) During the Beta Period the Software is licensed to You free of charge under this Agreement, within the scope the Licensor publishes for the Public Beta. All use, including Commercial Use, is permitted during the Beta Period within the published Beta scope.

(b) Free beta access is time-limited. It ends automatically on the GA Date, creates no right to continued free use after the Beta Period, does not enroll You in any Plan, and does not authorize any charges. The Licensor will announce the GA Date at least thirty (30) days in advance through the Software, the Official Distribution Channels, or the Licensor's website.

(c) The Public Beta is a pre-release version. It may contain errors, may be unstable, may lose or corrupt data, and features may be changed or removed before or at general availability. You should keep independent backups of Your Content. The Licensor may modify, suspend, or end the Public Beta on reasonable notice.

(d) After the GA Date, continued use requires a Plan under Section 3.3.

3.3 Plans After the GA Date

(a) From the GA Date, Your use of the Software is licensed under the Plan You are on. If You do not have a Paid Plan or Enterprise Agreement, You are on the Free Tier and may use the Software within the Free Tier's published limits.

(b) Use beyond the scope or limits of Your Plan is not licensed. The Licensor may use reasonable technical measures to enforce Plan limits.

(c) The scope, limits, Fees, billing, renewal, cancellation, and refund terms of each Plan are set out in the Plan Terms and Section 20.

3.4 Commercial Use

After the GA Date, Commercial Use is permitted only to the extent Your Plan allows it. Commercial Use outside the scope of Your Plan is a violation of this Agreement.

3.5 Organizations

Charitable, educational, public research, and other noncommercial organizations use the Software under the same Plans available to other users. Any discounted or dedicated offering for such organizations is made solely at the Licensor's discretion under the Plan Terms.

3.6 Contribution License

If, and only for so long as, the Licensor has published a Contributor License Agreement through the Official Distribution Channels, then notwithstanding Section 5(b) You may create modifications to the Software solely for the purpose of submitting contributions to the Licensor through those channels, subject to that Contributor License Agreement. This grant does not permit You to use, distribute, or retain modified versions for any other purpose.

3.7 Limited Patent License

(a) Solely to the extent necessary to run the unmodified Software as licensed in this Section 3, the Licensor grants You a limited, non-exclusive, non-transferable patent license under those patent claims, now or hereafter owned or controlled by the Licensor, that are necessarily infringed by running the unmodified Software as supplied by the Licensor. This license is co-extensive with, and ends together with, the license in Section 3.1.

(b) This patent license terminates automatically, as of the date the relevant action is first taken, if You or any of Your Affiliates institute, join, or maintain any claim, cross-claim, or counterclaim, or make any written assertion, alleging that the Software or any portion of it infringes a patent. Any such action is also a material breach entitling the Licensor to terminate this Agreement under Section 8.3.

(c) This patent license grants no right to practice any claim in any other implementation, product, or service, and no right to make, have made, modify, sell, offer to sell, import, or distribute the Software.

4. Intellectual Property

4.1 Ownership

The Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This includes all copyrights, trademarks, trade secrets, and patents (whether pending, filed, or granted) related to the Software. The Software is licensed, not sold.

4.2 No Other Patent Grant

Except for the limited patent license expressly granted in Section 3.7, this Agreement does NOT grant You any rights under any patents, patent applications, or patent claims of the Licensor, whether now existing or hereafter filed or issued. No further patent license is granted by implication, estoppel, or otherwise, and all patent rights not expressly granted in Section 3.7 are reserved by the Licensor. For clarity, the copyright license granted in Section 3 does not constitute authorization to practice any patented method, process, or system in any other implementation or product.

4.3 No Implied Rights

Nothing in this Agreement grants, by implication or otherwise, to You or any third party any intellectual property rights or other proprietary rights beyond the limited licenses expressly stated in Section 3.

4.4 Third-Party Components

Third-Party Components are licensed under their own terms, which are identified in the notices file distributed with the Software. Nothing in this Agreement restricts any right granted to You by those terms, and to the extent of any conflict those terms govern Your use of the relevant Third-Party Component.

5. Restrictions

Except as expressly permitted by this Agreement, You may NOT:

(a) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any compiled portions of the Software, except as expressly permitted by the carve-outs in Section 5(j)(i)-(iii) or to the extent such restriction is prohibited by applicable mandatory law, in which case such activities are permitted only to the minimum extent required by such law;

(b) Modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted under Section 3.6 (Contribution License);

(c) Use the source code or documentation provided to You to derive, reconstruct, or implement the underlying algorithms, methods, or techniques in a separate implementation or competing product;

(d) Copy, reproduce, distribute, sublicense, lease, rent, loan, sell, transfer, or otherwise make available the Software or any portion thereof to any third party;

(e) Remove, alter, or obscure any copyright notices, trademarks, or other proprietary notices contained in the Software;

(f) Use the Software to develop a product or service that competes with the Software's memory, retrieval, or recall functionality;

(g) Use the Software to provide services to third parties (such as hosting, managed services, or SaaS offerings) except as expressly authorized by Your Paid Plan or Enterprise Agreement;

(h) Circumvent, disable, or interfere with any security, licensing, Plan-limit, or access control mechanisms in the Software, or share license keys or Plan credentials with any person not authorized under Your Plan;

(i) Use the Software in any manner that violates applicable law;

(j) Reverse engineer, decompile, disassemble, or otherwise attempt to derive, extract, or reconstruct the ranking, retrieval, or scoring algorithms, model weights, prompts, tuning constants, or evaluation methodology embodied in the Software, whether by static analysis, dynamic analysis, memory inspection, network traffic analysis, or any other means, except to the extent that such restriction is prohibited by applicable mandatory law, including without limitation rights under Articles 5(3) and 6 of Directive 2009/24/EC, sections 50B and 50BA of the UK Copyright, Designs and Patents Act 1988, section 24 of the Israeli Copyright Act 5768-2007, and 17 U.S.C. ยง 1201(f), to observe, study, or test the functioning of the Software in the course of licensed use, or to decompile for interoperability, in which case such activities are permitted only to the minimum extent required by such law. For the avoidance of doubt, this Section 5(j) does not prohibit: (i) ordinary use of the Software as licensed under Section 3; (ii) independent security research that inspects the Software's local behavior on Your own device without extracting or publishing the algorithms, weights, prompts, or methodology described above; or (iii) interoperability activities protected under applicable law;

(k) Extract, copy, publish, disclose, or benchmark against any internal evaluation sets, golden query sets, test fixtures, or tuning constants embedded in, bundled with, or otherwise accessible through the Software that are proprietary to the Licensor and not lawfully available from public sources, or use any such materials to train, tune, test, or evaluate a separate or competing product or service. This Section 5(k) does not restrict Your use of third-party or publicly available datasets under their own terms, does not limit rights that cannot be waived under applicable mandatory law, and does not prohibit good-faith publication of independently produced benchmark results of the Software that do not use or disclose the Licensor's proprietary materials described above;

(l) Use output of the Software (including rankings, retrieval results, relevance scores, or recall behavior) to develop, train, fine-tune, distill, or improve any product, service, or model that competes with the Software, or systematically capture such output for that purpose. For clarity, this does not restrict Your use of Your Content, including output incorporating it, for any purpose other than developing a competing product or service.

6. No Redistribution

You may not distribute, share, publish, or make available copies of the Software to any third party. Each user must obtain the Software directly from the Licensor's Official Distribution Channels.

7. Updates and Changes to This Agreement

7.1 The Licensor may update or modify the Software, and may add, change, or retire features and Plans, for the following reasons: to comply with law or regulation; to address security, safety, or technical issues; to improve or add functionality; to reflect changes in Third-Party Components or third-party services; or to introduce or change Plans. The Licensor will not remove core functionality from a Paid Plan during a prepaid period without offering You the remedy in Section 7.4.

7.2 The Licensor may change this Agreement. The current version is published through the Official Distribution Channels and at the Licensor's website, with its effective date.

7.3 For material changes, the Licensor will give at least thirty (30) days' notice before the change takes effect, through the Software, the Official Distribution Channels, the Licensor's website, or email if You have provided one. Changes required by law or needed to address security issues may take effect sooner. Changes do not apply retroactively.

7.4 If You do not agree to a change, You may stop using the Software. If You are on a Paid Plan and the change materially reduces Your rights, You may terminate Your Paid Plan before the change takes effect and receive a pro-rata refund of prepaid Fees for the unused period. Your continued use of the Software after the effective date of a change constitutes acceptance of that change, to the extent permitted by applicable law.

7.5 Changes to Fees for Paid Plans take effect only at Your next renewal and only after notice as set out in the Plan Terms and applicable law.

8. Term, Plans, and Termination

8.1 Term. This Agreement is effective from Your acceptance until terminated under this Section 8.

8.2 Plan lapse. If Your use is under a Paid Plan, Your rights under that Plan continue only while it is active. When a Paid Plan expires, lapses, or is cancelled, Your license automatically narrows to the Free Tier within its then-current limits, and Paid Plan features may stop functioning. Use that exceeds the Free Tier limits must cease and is unlicensed thereafter. Expiration or non-renewal of a Plan is not by itself a breach of this Agreement. Refunds on cancellation are governed by the Plan Terms and applicable law.

8.3 Termination for breach. The Licensor may terminate this Agreement immediately on notice if You breach Section 3 (scope of license), Section 5, Section 6, or take any action described in Section 3.7(b). For any other breach, the Licensor may terminate if You fail to cure within fourteen (14) days after written notice describing the breach.

8.4 Termination by the Licensor for convenience. The Licensor may terminate this Agreement or discontinue the Software on at least thirty (30) days' notice. If You are on a Paid Plan, the Licensor will refund prepaid Fees for the unused period.

8.5 Effect. On termination, all licenses end; You must cease use of the Software and delete all copies in Your possession. Termination does not affect Your rights in Your Content, which remains on Your devices. Sections 4, 5, 6, 8.5, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19, 20.4, 21, and 23 survive termination or expiration of this Agreement.

8.6 For the purposes of Sections 9, 10, and 13, "Protected Parties" means the Licensor together with the Software's authors, contributors, and licensors.

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE PROTECTED PARTIES DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT IT WILL MEET YOUR REQUIREMENTS. EXCEPT AS STATED IN SECTION 21, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE.

If You are a Consumer, this Section 9 does not exclude or limit any statutory right or guarantee that cannot be excluded or limited under the law of the country where You live, including any right that digital content conform to the contract.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, OR THIRD-PARTY SERVICE COSTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROTECTED PARTIES' TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) FIFTY US DOLLARS (US$50).

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for any other liability that cannot be excluded or limited by applicable law, including mandatory consumer-protection law. If You are a Consumer, the limitations in this Section 10 do not limit the statutory remedies described in Section 21.

11. Third-Party Services and Costs

The Software may interoperate with, or be used to invoke, third-party services that You configure or authorize, including artificial intelligence and large language model providers, and may consume API credits, usage tokens, or other metered resources billed to You by those third parties.

You acknowledge and agree that You are solely responsible for all fees, charges, usage, and costs incurred through Your use of the Software, including those arising from errors, retries, automated or background operations, unexpected volume, or failed or partial calls. The Protected Parties are not a party to Your agreements with any third-party provider and bear no liability for any such costs. For clarity, free access during the Beta Period or under the Free Tier applies only to the license granted under this Agreement and does not waive, discount, or cap any third-party fees described in this Section.

Any spend limits, estimates, counters, or cost-control features provided by the Software are best-effort conveniences only, are provided without warranty, and do not guarantee that costs will not exceed any displayed or configured amount. You are responsible for independently monitoring Your own third-party usage and billing.

12. Data Responsibility and Privacy

12.1 You are solely responsible for Your Content, including its accuracy, legality, and the maintenance of independent backups. The Protected Parties are not responsible for any loss, corruption, or unavailability of Your Content, subject to Section 10 and Section 21.

12.2 The Software is designed to process Your Content locally on Your own device and does not transmit Your indexed content to the Licensor, except as described in the Licensor's Privacy Policy at https://total-recall.dev/privacy (for example, license or Plan validation, update checks, and a one-time download of the local embedding model). Where the Software invokes a third-party service that You configure (such as an AI provider), data sent to that service is governed by that third party's terms and privacy practices, and not by this Agreement.

12.3 Personal data that the Licensor collects in connection with accounts, Orders, or support is processed as described in the Privacy Policy and in accordance with applicable data-protection law.

12.4 Any hosted, cloud, or team services that the Licensor may offer in the future will be governed by separate service terms and a separate privacy policy, and the local-processing description above applies only to the locally installed Software.

13. Indemnification

13.1 If You are not a Consumer, You agree to defend, indemnify, and hold harmless the Protected Parties from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Your use or misuse of the Software; (b) Your violation of this Agreement; (c) Your violation of any applicable law or the rights of any third party; or (d) Your Content.

13.2 If You are a Consumer, You are responsible, to the extent permitted by applicable law, for losses the Protected Parties suffer that are directly caused by Your breach of this Agreement or Your unlawful use of the Software.

13.3 This Section 13 is limited to harm caused by You and does not extend to harm caused by the Protected Parties.

14. Governing Law and Jurisdiction

14.1 This Agreement is governed by the laws of the State of Israel, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 The competent courts of Tel Aviv-Jaffa, Israel have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and each party consents to that jurisdiction.

14.3 If You are a Consumer, nothing in this Section 14 deprives You of the protection of mandatory provisions of the law of the country where You habitually reside (including, where applicable, the laws of a Member State of the European Union, the United Kingdom, or the State of Israel), or of any non-waivable right to bring or defend proceedings in the courts of that country.

14.4 Nothing in this Section 14 prevents the Licensor from seeking injunctive or other urgent relief to protect its intellectual property rights in any court of competent jurisdiction.

15. Entire Agreement

This Agreement, together with the Plan Terms, any Order, and any Enterprise Agreement, constitutes the entire agreement between You and the Licensor regarding the Software and supersedes all prior agreements, understandings, and communications, except that any pre-contractual information the Licensor is required by law to provide forms part of this Agreement. This Agreement applies to all versions of the Software released on or after its effective date; earlier versions remain subject to the license under which they were released.

16. Severability

If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, that provision shall, for that jurisdiction only, be severed and, where and only where applicable law permits a court to do so, modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

17. Contact

Licensor: Alex Greenshpun
Address: Israel. A full postal address is available on request by emailing [email protected].
Email: [email protected]
Web: https://linkedin.com/in/alexgreensh

For Plan, licensing, Enterprise, and legal inquiries, use the email above.

18. Assignment

The Licensor may assign this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, without Your consent, provided the assignee assumes the Licensor's obligations under this Agreement. You may not assign this Agreement or any rights under it without the Licensor's prior written consent, and any attempted assignment in violation of this Section is void.

19. Feedback

If You provide suggestions, ideas, or other feedback regarding the Software ("Feedback"), You grant the Licensor a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback for any purpose, without obligation, compensation, or (to the extent permitted by law) attribution. Feedback does not include Your Content. You represent that You have the right to provide the Feedback and that it is not subject to any obligation of confidentiality that You owe to a third party.

20. Plans, Fees, and Payment

20.1 The Plan Terms form part of this Agreement. In the event of conflict between this Agreement and the Plan Terms regarding Fees, billing, renewal, cancellation, or refunds, the Plan Terms govern.

20.2 No Fees are payable during the Beta Period. You will not be charged for any Paid Plan unless You place an Order and give Your express consent to the Fees and, where applicable, to automatic renewal, at the time of the Order.

20.3 Fees are stated exclusive of taxes unless the Plan Terms or the checkout states otherwise. Where You are a Consumer, the total price including applicable taxes will be shown before You place an Order.

20.4 Cancellation, renewal, and refund rights are as stated in the Plan Terms and in applicable law, including Section 21.

21. Consumer Rights

21.1 If You are a Consumer, You have statutory rights that this Agreement does not affect. Nothing in this Agreement excludes or limits any right or remedy that cannot be excluded or limited under the law of the country where You live, including rights relating to the conformity of digital content, cancellation of distance contracts, and unfair contract terms.

21.2 If You are a Consumer in the European Union or the United Kingdom and You purchase a Paid Plan, You may withdraw from the contract within fourteen (14) days of the Order without giving any reason. If You ask the Licensor to begin supplying the Paid Plan during that period, and You acknowledge that You will lose the right of withdrawal once supply has begun, You will lose that right when supply begins. The Plan Terms explain how to exercise the right of withdrawal.

21.3 If You are a Consumer in Israel, the cancellation rights under the Consumer Protection Law 5741-1981 (including for remote-sale transactions and continuous transactions) apply as stated in that law, and the Plan Terms explain how to exercise them.

21.4 If You are a Consumer, Sections 9, 10, and 13 apply to You only to the extent permitted by the law of the country where You live.

22. Export and Sanctions

You may not use or export the Software in violation of applicable export-control or sanctions laws, including those of Israel, the United States, the European Union, and the United Kingdom. You represent that You are not a person or entity with whom the Licensor is prohibited from dealing under those laws.

23. General

23.1 No failure or delay by the Licensor in exercising any right is a waiver of it.

23.2 Notices from the Licensor may be given through the Software, the Official Distribution Channels, the Licensor's website, or email You have provided. Notices to the Licensor must be sent to the email address in Section 17.

23.3 This Agreement is written in English. Any translation is provided for convenience, and the English text prevails to the extent permitted by law.

23.4 The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or employment relationship.

23.5 Headings are for convenience only and do not affect interpretation.

Effective date: 22 August 2026. Last updated: 22 August 2026. Supersedes the version effective 1 June 2026 for all versions of the Software released on or after the effective date above.