A plain-language summary of changes to the Lucky Penny Software License Agreement.
We've updated our standard End User License Agreement based on feedback from approximately 35 enterprise customer negotiations over our first year of commercial operations. The updates fall into three buckets:
Most changes are improvements for customers. The updates reflect what enterprise customers regularly ask for in negotiations - we've incorporated those changes into the standard EULA so most customers no longer need to negotiate to get them.
Our default late-fee rate on overdue invoices has been reduced from 18% to 12% per annum. The Order may specify an even lower rate. Note: this applies only when Lucky Penny invoices you directly - purchases through our payment processor, resellers, or storefronts follow those channel partners' payment terms.
If a payment is missed, we now give you ten (10) days from notice to cure the default, rather than five (5) days. This better accommodates enterprise payment processing cycles.
Our limitation of liability is now mutual - capped at amounts paid in the 12 months preceding the claim for either party. Previously, the cap applied only to Lucky Penny's liability. The Order may specify a higher dollar floor for either party.
Important carve-outs from the cap:
Lucky Penny's indemnification scope under Section 8.1 has been expanded from U.S. copyright only to U.S. copyright or patent. We'll defend you against claims that the Licensed Product infringes U.S. patents in addition to copyrights, subject to the standard combination/modification carve-outs.
We no longer have the unilateral right to use your company name or logo in customer lists or marketing materials. Going forward, we need your prior written consent to use your name, logo, trademarks, or any reference to you in marketing materials, customer lists, case studies, press releases, or other publicity.
Either party may now assign the Agreement to an Affiliate or to a successor in connection with a merger, corporate reorganization, acquisition, or sale of all or substantially all of its assets - with notice to the other party. Previously, this right was one-sided.
License audits are now limited to once per calendar year (was twice), with thirty (30) days' prior written notice. Lucky Penny will exercise audit rights reasonably and in good faith.
The defect warranty period for the Licensed Product has been extended from 60 days to 90 days post-installation.
The window for either party to bring an action related to the transactions under the Agreement has been extended from one year to two years, and now applies symmetrically to both parties.
We've clarified that educational purposes - including classroom instruction, student coursework, individual learning, and academic research that is not used to operate the institution - are eligible for the Community License regardless of setting. Whether you're at a university, a code bootcamp, or learning at home, educational use is free.
Note: Universities and other higher-education institutions still need a commercial license for institutional or operational software (administrative systems, registrars, alumni databases, etc.).
Our source code remains publicly available on GitHub under the Reciprocal Public License 1.5. If your use is consistent with RPL-1.5's reciprocal/copyleft obligations, you may use AutoMapper and MediatR under that license at no cost. The commercial license (this EULA) is the alternative for users who prefer not to take on RPL-1.5 obligations.
Three new defined terms make the Agreement clearer and more flexible:
We've added explicit rules for consulting, agency, and service-provider arrangements. When a service provider uses the library on behalf of an end client, the end client (not the service provider) holds the license. This matches what we've been telling consultancies in email replies for the past year.
We've clarified how the EULA applies across our different sales channels:
In all channels, your use of the library is governed by this Agreement, while payment, refund, and tax-collection mechanics are governed by the channel partner's terms.
Versions of AutoMapper and MediatR released before our commercial transition remain governed by their original open-source licenses. Specifically:
We've aligned our language with the reality that our source code is publicly available. The Agreement no longer claims trade-secret status over the publicly-available source, and the confidentiality clause has been narrowed to cover what's actually confidential - deal-specific Order terms (including pricing), Lucky Penny's non-public business information, and any technical information specifically marked confidential.
We've clarified that licenses are registered to a single Customer administrator account on our customer portal. We do not use per-developer license assignment. If your team needs additional sub-accounts (for example, for procurement or accounting access), contact us and we'll add them under your primary account.
We've formalized how commercial terms work between the EULA and your specific Order. Where the Agreement says certain terms are "specified in the applicable Order," those terms can be customized at the Order level without modifying the underlying EULA. This includes:
What this means for you: most commercial-term flexibility (Net 30 vs Net 45, currency, etc.) no longer requires EULA redlines. Specify your preferred terms in the quote/purchase order, and the Agreement adapts.
We've made the "mirror-image" rule explicit: when Lucky Penny issues a quote for the Licensed Product, that quote is the offer. A responsive purchase order from you or your authorized reseller is acceptance of the quote. Terms appearing on the purchase order that conflict with the quote (other than identifying information like billing address) do not modify the quote unless Lucky Penny separately agrees in writing. This matches typical commercial practice and provides clarity for procurement teams.
We've added explicit references to our three available Addendums:
These are separate paid Addendums for customers who need affiliate scope or post-subscription runtime rights.
Standard clause excusing performance delays caused by events beyond a party's reasonable control - acts of God, war, pandemic, government action, internet/telecommunications failures, etc. Excludes payment obligations.
Each party agrees to comply with applicable laws, including export controls, anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act), and applicable data protection laws. This is increasingly required in enterprise procurement questionnaires.
Confirms that the Agreement creates rights only between Lucky Penny and you (the Customer) - not for any other person or entity. Standard B2B clause.
You'll be on v2 from your first day. The new EULA is at luckypennysoftware.com/license.
Your current subscription continues under the EULA version you accepted when you subscribed. Your terms do not change mid-subscription.
At your next renewal, your subscription will renew under v2. Your renewal communication will explicitly notify you of the EULA update. You'll have the option to:
Existing customers may opt to migrate to v2 before their renewal date. Contact support@luckypennysoftware.com to request early migration. This is a one-way election (no rollback to your previous version).
If you negotiated custom terms in your version of our EULA, those terms remain in effect. v2 does not retroactively apply unless we mutually agree to migrate.
Resources to help you understand the changes:
Current EULA
luckypennysoftware.com/license
Prior version (archived)
luckypennysoftware.com/license/v1
Licensing FAQ
luckypennysoftware.com/faq
Sales questions
sales@luckypennysoftware.com
Support questions
support@luckypennysoftware.com
Account portal
luckypennysoftware.com/account
We appreciate the feedback from customers who helped shape this update. If you have questions about how v2 affects your specific use case, please reach out - we're happy to walk through the changes.
