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End User License Agreement

Effective Date: July 12, 2026 Jeff Marshall jmarshall@consultant.com
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING TAGVAULT. BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. Definitions

2. License Grant

Subject to the terms and conditions of this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

3. License Restrictions

Except as expressly permitted in this Agreement, you may not:

4. Ownership

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to the Software's source code, trademarks, or any other intellectual property of the Licensor.

5. Activation and Machine Locking

The Software uses machine-locked licensing to prevent unauthorized use. Upon activation:

6. Trial License

If you are using the Software under a trial license:

7. Updates and Support

Licensor may, at its discretion, provide updates, patches, or bug fixes for the Software. Minor updates (maintenance releases within the same major version) are provided at no additional charge. Major version upgrades may require purchase of an upgrade license.

Support is provided via email at jmarshall@consultant.com on a best-effort basis. Licensor makes no guarantee of response times or resolution of support requests.

8. Third-Party Components

The Software incorporates third-party open source components, including but not limited to Electron, Essentia, node-taglib-sharp, and better-sqlite3. These components are subject to their respective open source licenses, which are available upon request.

9. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LICENSOR DOES NOT WARRANT THAT: (A) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE.

LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Software or your breach of this Agreement.

12. Term and Termination

This Agreement is effective from the date you first install or use the Software and continues until terminated. Licensor may terminate this Agreement immediately if you breach any provision. Upon termination:

Sections 4, 9, 10, 11, and 13 shall survive termination of this Agreement.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of California, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and you consent to personal jurisdiction in such courts.

14. Entire Agreement

This Agreement constitutes the entire agreement between you and Licensor with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Contact Information

For questions about this Agreement, contact:
Jeff Marshall
jmarshall@consultant.com
marshallconsult.gumroad.com/l/tagvault