VAULTSCRIBE END USER LICENSE AGREEMENT

Version 1.0 — Effective Date: April 2026

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING OR USING VAULTSCRIBE. BY CLICKING "I AGREE," INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. PARTIES AND DEFINITIONS

"Licensor" means Josef Long, sole owner and developer of VaultScribe, contactable at hello@vaultscribe.app.

"Software" means the VaultScribe application, including all executable code, bundled AI models, documentation, updates, and associated files distributed by the Licensor.

"You" or "Licensee" means the individual or legal entity that has purchased a valid license and accepted this Agreement.

"License Key" means the unique cryptographic credential issued to You upon purchase that activates the Software on a permitted number of Machines.

"Machine" means a single physical computing device. Virtual machines, containers, remote desktop sessions, and cloud instances each count as separate Machines unless explicitly stated otherwise in your license tier.

"Seat" means a single named human user of the Software within a subscription tier.

2. LICENSE TIERS AND GRANT

Subject to the terms of this Agreement and payment of the applicable license fee, the Licensor grants You a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software as follows:

2.1 PERSONAL LICENSE (Perpetual) - Use on 1 (one) Machine - Single user only - No commercial team use - Optional Software Updates Plan available for purchase separately

2.2 PRO LICENSE (Perpetual) - Use on up to 3 (three) Machines - Single user only; all Machines must be operated by the same individual - Optional Software Updates Plan available for purchase separately

2.3 PRACTICE LICENSE (Annual Subscription) - Use by up to 3 (three) named Seats within a single organization - Requires active subscription; license deactivates upon non-renewal - Seats are named and non-concurrent by default

2.4 TEAM LICENSE (Annual Subscription) - Use by up to 5 (five) named Seats within a single organization - Requires active subscription; license deactivates upon non-renewal

2.5 FIRM LICENSE (Annual Subscription) - Use by up to 10 (ten) named Seats within a single organization - Requires active subscription; license deactivates upon non-renewal

2.6 ENTERPRISE LICENSE (Custom) - Terms, seat count, and pricing defined in a separate written agreement - This Agreement applies except where superseded by the enterprise agreement

2.7 SOFTWARE UPDATES PLAN (Add-on, Personal and Pro only) - Entitles the licensee to all feature updates released during the plan period - Security patches are provided to all license holders regardless of Updates Plan status and do not require an active plan - The Updates Plan is annual and renews separately from the base license

3. PERPETUAL LICENSE TERMS

3.1 A perpetual license (Personal or Pro) grants You the right to use the version of the Software current at the time of purchase indefinitely, subject to compliance with this Agreement.

3.2 Perpetual licenses do not entitle You to feature updates released after your purchase date unless You have purchased a current Software Updates Plan.

3.3 Security patches and critical bug fixes are provided to all perpetual license holders at no additional cost for a minimum of 24 months from the date of purchase.

3.4 Perpetual licenses are not transferable and may not be resold, gifted, or assigned to another individual or entity.

4. SUBSCRIPTION LICENSE TERMS

4.1 Subscription licenses (Practice, Team, Firm) are valid for 12 months from the date of purchase and must be renewed to maintain access.

4.2 Upon expiration or cancellation of a subscription, the License Key will be deactivated and the Software will enter a restricted state. Your data (transcripts, recordings, summaries) remains accessible on your local machine and is never deleted by the Licensor.

4.3 Subscription fees are billed annually. Renewal pricing is the then-current list price unless a fixed-term pricing agreement has been made in writing.

4.4 You may cancel a subscription at any time. Cancellation takes effect at the end of the current billing period. No partial refunds are issued for the unused portion of a subscription period.

4.5 Seats within a subscription are named. Reassigning a Seat to a different individual is permitted up to twice per 12-month subscription period. More frequent reassignment requires written approval from the Licensor.

5. MACHINE ACTIVATION AND LICENSE KEYS

5.1 The Software uses License Keys verified cryptographically on your local machine. Online activation is required on first use per Machine. Subsequent use may operate offline once the license has been validated and cached.

5.2 You may deactivate a Machine to free an activation slot. Each license tier allows a reasonable number of deactivation-reactivation cycles per year. Deactivation requests beyond this limit require written approval.

5.3 License Keys are personal to You and must not be shared, published, or distributed to any third party under any circumstances.

5.4 The Licensor reserves the right to revoke a License Key if it detects use inconsistent with the license tier purchased, including but not limited to: activation on more Machines than permitted, sharing of keys, or evidence of circumvention.

6. RESTRICTIONS

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

6.1 Copy, reproduce, or duplicate the Software except for reasonable backup purposes for your own use.

6.2 Modify, adapt, translate, or create derivative works based on the Software.

6.3 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.

6.4 Distribute, sell, sublicense, rent, lease, lend, or otherwise transfer the Software or any rights therein to any third party.

6.5 Remove, alter, or obscure any copyright, trademark, or other proprietary notices on or in the Software.

6.6 Use the Software to provide transcription, summarization, or AI services to third parties on a commercial basis (e.g., as a bureau service or SaaS offering) without a separate written commercial use license from the Licensor.

6.7 Use the Software to record, transcribe, or process audio of any individual without that individual's knowledge and consent where required by applicable law. You are solely responsible for compliance with all applicable recording consent laws in your jurisdiction.

6.8 Use the Software in any manner that violates applicable local, national, or international law or regulation.

7. DATA, PRIVACY, AND LOCAL PROCESSING

7.1 LOCAL PROCESSING ARCHITECTURE VaultScribe is designed as a local-first application. All audio transcription, speaker diarization, and AI summarization are performed on your local Machine using bundled or locally installed AI models. Your audio recordings, transcripts, and summaries are never transmitted to the Licensor's servers or any third-party cloud service as part of normal operation.

7.2 MODEL DOWNLOADS The Software may download AI model weight files from the Licensor's distribution infrastructure (r2.vaultscribe.app) on first run or when new models are made available. These downloads contain model weights only and do not include any of your audio or transcript data.

7.3 LICENSE VALIDATION License validation transmits only a cryptographic license identifier and machine fingerprint to the Licensor's licensing server for the purpose of activation verification. No audio, transcripts, or user-generated content are transmitted during this process.

7.4 OPTIONAL CLOUD FEATURES Certain optional features (such as cloud-based AI summary fallback) may transmit data to third-party services. These features are disabled by default and require explicit opt-in. When enabled, the applicable third-party provider's privacy policy governs that data.

7.5 AUDIO RETENTION By default, the Software retains source audio recordings on your local Machine after transcription to enable playback and verification. You may disable this in Settings and trigger secure deletion of existing recordings at any time. The Licensor has no access to any retained recordings.

7.6 YOUR RESPONSIBILITIES You are solely responsible for the security and privacy of data processed by the Software on your Machine, for obtaining any required consents from individuals whose voices are recorded, and for compliance with applicable data protection regulations including but not limited to GDPR, HIPAA, CCPA, and applicable recording consent statutes.

7.7 TELEMETRY The Software does not collect behavioral telemetry or usage analytics. This is an architectural commitment, not merely a default setting.

8. REFUND POLICY

8.1 PERPETUAL LICENSES Refund requests for perpetual licenses (Personal, Pro) are accepted within 14 days of purchase, provided that: (a) the License Key has been activated on no more than one Machine, and (b) You have not exported more than 10 sessions using the Software. Refund requests must be submitted to hello@vaultscribe.app with your order reference.

8.2 SUBSCRIPTION LICENSES Refund requests for subscription licenses (Practice, Team, Firm) are accepted within 14 days of the initial purchase of a new subscription. Renewals are not eligible for refunds. Cancellation of a subscription mid-term does not entitle You to a partial refund for the unused period.

8.3 SOFTWARE UPDATES PLAN Refunds for the Software Updates Plan add-on are accepted within 14 days of purchase if no feature updates have been delivered during that period.

8.4 The Licensor reserves the right to decline refund requests where there is evidence of abuse, such as repeated purchase-refund cycles.

9. INTELLECTUAL PROPERTY

9.1 The Software, including all code, design, bundled models, documentation, and associated materials, is and remains the exclusive intellectual property of Josef Long. This Agreement grants You no ownership interest in the Software.

9.2 All transcripts, summaries, and other output generated by the Software from Your audio input are Your content. The Licensor claims no ownership over content You create using the Software.

9.3 The VaultScribe name, logo, and associated marks are trademarks of Josef Long. You may not use these marks without prior written permission except to accurately identify the Software.

9.4 The Software may incorporate open-source components. A list of open-source dependencies and their applicable licenses is available within the Software under Settings > About > Open Source Licenses. Nothing in this Agreement affects Your rights under those open-source licenses.

10. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, PRODUCE ACCURATE TRANSCRIPTIONS IN ALL CIRCUMSTANCES, OR BE COMPATIBLE WITH ALL HARDWARE CONFIGURATIONS. AI-GENERATED TRANSCRIPTIONS AND SUMMARIES ARE PROVIDED FOR INFORMATIONAL PURPOSES AND SHOULD BE REVIEWED FOR ACCURACY BEFORE RELIANCE IN ANY PROFESSIONAL, LEGAL, OR MEDICAL CONTEXT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

11. LIMITATION OF LIABILITY

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 IN NO EVENT SHALL THE LICENSOR'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE LICENSOR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

11.3 THE LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE LICENSOR'S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Licensor from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) Your use of the Software in violation of this Agreement; (b) Your violation of any applicable law or regulation, including recording consent laws; (c) Your processing of any third party's personal data or audio using the Software without appropriate authority or consent; (d) Any claim that content You created using the Software infringes any third party's rights.

13. TERM AND TERMINATION

13.1 This Agreement is effective from the date You first install or use the Software and continues until terminated.

13.2 The Licensor may terminate this Agreement immediately upon written notice if You materially breach any provision and fail to cure such breach within 10 days of receiving written notice.

13.3 The Licensor may terminate this Agreement immediately and without notice for: (a) unauthorized distribution of a License Key; (b) circumvention of license enforcement mechanisms; (c) use of the Software to facilitate illegal activity.

13.4 Upon termination: Your right to use the Software ceases immediately; You must destroy all copies of the Software in Your possession. Sections 6, 7, 9, 10, 11, 12, 14, and 15 survive termination.

13.5 Termination does not entitle You to a refund except as provided in Section 8.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions.

14.2 Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Software shall first be addressed through good-faith negotiation between the parties. Either party may initiate this process by providing written notice describing the dispute.

14.3 If the dispute is not resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas. The arbitrator's decision shall be final and binding.

14.4 Notwithstanding Section 14.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including unauthorized use or disclosure of intellectual property.

14.5 YOU AND THE LICENSOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

15. GENERAL PROVISIONS

15.1 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between You and the Licensor with respect to the Software and supersedes all prior and contemporaneous agreements, representations, and understandings. In the case of Enterprise licenses, the separate enterprise agreement supersedes this Agreement where the two conflict.

15.2 AMENDMENTS The Licensor reserves the right to update this Agreement. For perpetual license holders, the version of this Agreement in effect at the time of purchase governs Your use of the version of the Software purchased. Updated versions of this Agreement govern updated versions of the Software. Continued use of an updated version of the Software constitutes acceptance of the updated Agreement.

15.3 SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 WAIVER No failure or delay by the Licensor in exercising any right under this Agreement shall constitute a waiver of that right. A waiver must be in writing and signed by the Licensor to be effective.

15.5 ASSIGNMENT You may not assign or transfer this Agreement or any of Your rights or obligations hereunder without the prior written consent of the Licensor. The Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

15.6 NOTICES Notices to the Licensor must be sent to hello@vaultscribe.app. The Licensor will send notices to the email address associated with Your purchase. Notices are effective upon receipt.

15.7 EXPORT COMPLIANCE You agree to comply with all applicable export and import laws and regulations. You represent that You are not located in a country subject to a US government embargo and are not listed on any US government list of prohibited or restricted parties.

15.8 US GOVERNMENT USERS The Software is "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202. Government users acquire the Software with only those rights granted to all other end users under this Agreement.

CONTACT

Licensing inquiries: hello@vaultscribe.app
Support: support@vaultscribe.app
Website: https://vaultscribe.app