This is the End User License Agreement that will apply to Sound Shuttle at launch, published here in advance for reference. Its effective date is set at release.

SOUND SHUTTLE END USER LICENSE AGREEMENT

Effective date: July 22, 2026

This End User License Agreement ("Agreement") is a legal agreement between you ("you" or "Licensee") and Cheah Seeds LLC, a California limited liability company ("Licensor") for the Sound Shuttle software application, including all associated files, scripts, and documentation (the "Software").

BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, OR BY CLICKING "I AGREE," YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE, AND YOU MAY REQUEST A REFUND PER SECTION 11. YOU ACCEPT THIS AGREEMENT BY CLICKING "I AGREE" DURING INSTALLATION OR FIRST LAUNCH. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND IT TO THIS AGREEMENT.

‼️ IMPORTANT: DATA-LOSS NOTICE (read Section 3 before use). The Software moves, copies, consolidates, and deletes files and modifies Soundminer® database catalogs. Misuse, a hardware failure, an interrupted operation, or a software defect could result in data loss or catalog corruption. Always maintain complete, verified, current backups of your audio files and Soundminer databases before using the Software. You use the Software entirely at your own risk.

1. License Grant

Subject to your compliance with this Agreement and payment of the applicable fee, Licensor grants you a personal, non-exclusive, non-transferable, revocable license to install and use one (1) copy of the Software on a single Mac computer that you own or control, for use by one (1) user.

The license is delivered as a per-user license key. The Software may require periodic validation of that key. The Software may periodically validate the key over the internet. If validation fails, the Software may temporarily limit licensed features until the key is validated. Section 9 describes what the validation check sends.

The license for a purchased version is perpetual for that version, unless terminated under Section 5. Bug fixes and minor updates to that version are included. Major new versions may require a separate purchase.

Any trial or beta version is licensed only for evaluation, "AS IS," and for the stated evaluation period, or thirty (30) days if no period is stated. Licensor may end or expire any trial or beta version at any time.

2. Restrictions

You may not, and may not permit any third party to:

(a) reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive its source code, except to the extent this restriction is expressly prohibited by applicable law;

(b) rent, lease, lend, sell, redistribute, sublicense, or transfer the Software or your license key, in whole or in part, without Licensor's prior written consent;

(d) circumvent, disable, or tamper with the license key, activation, or any security mechanism; or

(e) remove or alter any proprietary notices.

High-risk use excluded. The Software is not designed, intended, or authorized for use in any situation where its failure could lead to death, personal injury, or severe physical or environmental damage, including the operation of nuclear facilities, aircraft navigation or communication systems, air-traffic-control systems, or life-support machines.

3. Backups, Assumption of Risk, and Your Responsibilities

You acknowledge and agree that:

(a) the Software moves, copies, deletes, and reorganizes files and rewrites the file-path references inside Soundminer database catalogs;

(b) you are solely responsible for maintaining complete, current, and verified backups of all audio files, databases, and other data before each use of the Software, and for verifying results after use;

(c) you will, where available, use the Software's staging, dry-run, verification, and "back up first" safeguards and will not bypass them; and

(d) you use the Software at your own risk, on data and systems you own or are authorized to modify.

Your acceptance of this Section is recorded as part of your acceptance of this Agreement.

4. Ownership

The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. You own any media on which you store a copy, but not the Software itself. All rights not expressly granted are reserved.

5. Term and Termination

This Agreement is effective until terminated. Your rights terminate automatically, without notice, if you breach any term. On termination you must stop all use and destroy all copies of the Software. Sections 2 through 4 and 6 through 14 survive termination.

6. Disclaimer of Warranties

For thirty (30) days after your initial purchase, the Software will perform substantially as described in its then-current documentation. Your sole and exclusive remedy for breach of this limited warranty is, at Licensor's option, repair, replacement, or a refund of the price you paid.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, DATA. You assume the entire risk as to the results and performance of the Software. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Where an implied warranty cannot be excluded, it is limited to the greatest extent and shortest duration permitted by law.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF, OR DAMAGE TO, DATA OR INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LICENSOR IS NOT LIABLE FOR ANY DAMAGE TO OR LOSS OF DATA OR INFORMATION STORED ON ANY COMPUTER, DRIVE, OR CATALOG THAT IS ALLEGED TO HAVE BEEN CAUSED BY THE SOFTWARE. THIS EXCLUSION IS SUBJECT TO SECTION 7(d).

(c) LICENSOR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID FOR THE SOFTWARE.

(d) Nothing in this Agreement excludes or limits Licensor's liability for fraud, fraudulent misrepresentation, willful injury to persons or property, gross negligence, or any other liability that cannot be excluded or limited under applicable law. Where liability can be limited but not excluded, it is limited to the greatest extent permitted by law.

8. Indemnification

You agree to indemnify and defend Licensor against third-party claims, and to hold Licensor harmless from resulting losses, to the extent the claim arises out of your unlawful use of the Software, your breach of this Agreement, or your violation of any law or third-party right. This obligation applies only to the extent permitted by applicable law.

9. Privacy and Data

The Software runs locally on your computer and operates on your local files and databases. The only information that leaves your computer is license validation data: your license key, the Software version, and a basic device identifier, sent to Licensor or its licensing provider to confirm your license is valid. The Software does not transmit your audio files, project files, or Soundminer catalog contents. Purchases are handled by Stripe as merchant of record, and Stripe collects and processes your payment and billing information under its own privacy policy. If Licensor publishes a separate Privacy Policy, that policy also applies.

10. Export Compliance

You represent that you are not located in, and will not use or export the Software in violation of, any applicable U.S. export-control or sanctions law, and that you are not a person or entity on any U.S. government list of restricted, denied, or sanctioned parties.

11. Refunds

If you are not satisfied, you may request a refund within fourteen (14) days after purchase for a full refund of the price you paid. Because Stripe is the merchant of record for your purchase, refunds are processed by Stripe and are also subject to the Stripe buyer and refund terms. To request a refund, contact Licensor or Stripe using the details on your purchase receipt.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. You and Licensor agree to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California for any dispute arising out of or relating to the Software or this Agreement. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

13. Third-Party Components

The Software includes third-party open-source components, each licensed under its own terms, which are acknowledged in the accompanying THIRD-PARTY-LICENSES (NOTICES) file distributed with the Software. A current list of these components and their license texts is provided in that file. You must comply with those third-party license terms when you use the Software.

14. General

(a) Entire Agreement. This Agreement is the entire agreement between you and Licensor regarding the Software and supersedes all prior understandings.

(b) Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is limited to the minimum extent necessary.

(d) Assignment. You may not assign this Agreement without Licensor's consent. Licensor may assign this Agreement, including to any successor or affiliate, without restriction and without notice to you.

(e) Changes. Licensor may update these terms for future versions or purchases. The version you accepted governs your licensed copy.

(f) Contact. Questions: support@soundshuttle.app, Cheah Seeds LLC, 2801 Ocean Park Blvd, Unit #2548, Santa Monica, CA 90405.