End User License Agreement

As used in this Agreement, the following terms have the meanings set forth below:

• "Software" means FocusSort for macOS, including all versions, updates, patches, add-ons, features, and documentation provided to you under this Agreement.
• "Licensor" means the individual or entity that developed and distributes FocusSort (collectively, "we," "us," or "our").
• "You" or "Licensee" means the individual or entity that has accepted this Agreement and is licensed to use the Software.
• "Subscription License" means a time-limited, recurring license to use the Software, which remains active only while your subscription is paid and current.
• "Perpetual License" means a one-time purchase granting you a permanent right to use a specific licensed version of the Software, subject to the terms herein.
• "Free Tier" means access to a limited feature set of the Software provided at no charge, as may be offered from time to time at our sole discretion.
• "Licensed Version" means the specific build or release of the Software active at the time your Perpetual License was purchased, and all updates made available during your included update period.
• "Authorized Device" means a macOS computer you own or control, on which you are permitted to install and run the Software under your license tier.
• "Payment Processor" means Freemius, Inc., or any successor third-party platform used to process payments, manage subscriptions, and deliver license keys.
• "Content Classification Feature" means the on-device content analysis capability available in the Studio tier that automatically categorizes sensitive material in your photo library.
• "Facial Recognition Feature" means the on-device biometric processing capability that identifies and groups individuals across your photo library.
• "Beta Software" means any pre-release or preview version of the Software provided under the Beta Program.
• "Personal Data" has the meaning given to it under applicable privacy law, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR).

2.1 General Grant

Subject to the terms and conditions of this Agreement, and conditioned on your timely payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on Authorized Devices solely for your personal or professional use in managing your own photo library.

2.2 Subscription License

If you purchase a Subscription License, your right to use the Software is contingent on your subscription remaining active and paid. Your Subscription License automatically renews at the end of each billing period unless you cancel before the renewal date. Upon cancellation or payment failure, your license to use the Software terminates, and you must cease using the Software. You retain no right to continue using the Software after a Subscription License expires or is cancelled, except to access exported data or files you own.

2.3 Perpetual License

If you purchase a Perpetual License, you receive a permanent right to use the Licensed Version of the Software, including all updates released during your included update period (twelve (12) months from the date of purchase unless otherwise specified at checkout). After your update period expires:

• Your right to use the version of the Software you have installed continues indefinitely.
• You will no longer receive new feature updates or major version upgrades unless you purchase a renewal or upgrade.
• Security patches and critical bug fixes may be provided at our discretion during a reasonable wind-down period.
• You may purchase continued update access at renewal pricing, as made available by Licensor.

2.4 Free Tier

If you access the Software through a Free Tier offering, you receive a limited, revocable license to use a restricted feature set of the Software at no charge. The Free Tier may be modified, restricted, or discontinued at any time with or without notice. Free Tier users have no right to any paid features unless they upgrade to a paid plan. Licensor reserves the right to convert, restrict, or terminate Free Tier access at its sole discretion.

2.5 Reservation of Rights

Licensor reserves all rights not expressly granted in this Agreement. No title to or ownership of the Software is transferred to you. This Agreement grants you a license, not a sale, of the Software.

Your license permits installation and use of the Software on the number of Authorized Devices corresponding to your license tier, as set out in the table below:

Installing the Software on more devices than your tier permits without purchasing additional seats is a material breach of this Agreement. Each device on which the Software is installed and activated counts as one seat, regardless of frequency of use.

For Studio tier licenses, each activated machine must belong to a single business entity, studio, or household. Studio licenses may not be shared across unaffiliated individuals or organizations. If your needs exceed ten (10) seats, please contact us at legal@focussort.com to discuss enterprise licensing.

We reserve the right to verify compliance through your license key activation data. License keys are non-transferable and may not be shared, resold, or reassigned to a different individual or entity without our prior written consent.

Except as expressly permitted by this Agreement or applicable law, you may not:

• Copy or distribute the Software or any portion of it to any third party;
• Sublicense, rent, lease, lend, or sell your license or any rights under this Agreement;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the limited extent expressly permitted by applicable law notwithstanding this restriction;
• Modify, adapt, translate, or create derivative works of the Software;
• Remove or alter any copyright, trademark, or other proprietary notices embedded in or displayed by the Software;
• Use the Software to process images or data you do not own, have a right to process, or have obtained without authorization;
• Use the Software for unlawful purposes, including using the Content Classification or Facial Recognition features to surveil, stalk, harass, or identify individuals without their knowledge and consent where required by law;
• Circumvent or disable any license enforcement, activation, or copy-protection mechanisms in the Software;
• Use the Software in a manner that violates any applicable local, state, national, or international law or regulation;
• Attempt to gain unauthorized access to the Software's activation servers, licensing infrastructure, or related systems;
• Share your license key publicly or allow more than your permitted number of seats to activate using a single key;
• Use the Software to build or train a competing product or use outputs from the Software's AI models to train third-party machine learning systems.

5.1 Subscription License Updates

While your Subscription License remains active and paid, you are entitled to receive all updates, new features, and major version upgrades that Licensor makes generally available to subscribers at your tier. Updates are provided at our sole discretion and do not modify the terms of this Agreement.

5.2 Perpetual License Update Window

Perpetual License holders receive access to all updates released within twelve (12) months from the date of their original purchase ("Update Period"). After the Update Period, you retain the right to use the version installed, but will not automatically receive subsequent major version upgrades. You may purchase extended update access or upgrade to a newer major version at renewal pricing as offered by Licensor.

5.3 Free Tier Updates

Free Tier users may receive updates at Licensor's discretion. We do not guarantee that Free Tier access will include any particular update or feature. Free Tier availability may be discontinued at any time.

5.4 Automatic Updates

The Software may include an automatic update mechanism. You may be able to configure update preferences within the Software's settings. We strongly recommend keeping the Software updated to benefit from the latest security fixes and stability improvements. You acknowledge that Licensor bears no responsibility for issues arising from your continued use of an outdated version.

5.5 No Obligation

Licensor is under no obligation to provide any specific update, feature, or improvement to the Software. We reserve the right to modify, deprecate, or remove features in any update.

6.1 Right to Use Continues

If you have purchased a Perpetual License, your right to install and use your Licensed Version of the Software on your Authorized Devices is permanent and does not expire, subject to the terms of this Agreement. The expiration of your Update Period does not revoke your right to use the version you have installed.

6.2 Discontinuation of the Software

In the event that Licensor ceases to develop, support, or distribute the Software, or otherwise winds down commercial operations:

• Perpetual License holders will retain the right to continue using the last version of the Software available to them for as long as their macOS version and hardware support it. We will not remotely disable or deactivate your installation.
• Licensor will use commercially reasonable efforts to provide at least ninety (90) days' advance notice of any planned discontinuation via the email address on your account.
• Licensor will make a good-faith effort to provide a mechanism to export or access your library metadata in a portable format prior to discontinuation.
• License key activation servers may be taken offline after a wind-down period. Following server deactivation, Licensor will use commercially reasonable efforts to issue a mechanism (such as an offline activation patch) allowing continued use on already-activated machines. However, activation on new machines after this point cannot be guaranteed.
• No refund or partial refund of a Perpetual License purchase is owed solely as a result of Licensor discontinuing the Software.

6.3 Subscription License Discontinuation

If Licensor discontinues the Software and you have an active Subscription License with prepaid time remaining, Licensor will provide a pro-rated refund of your unused prepaid subscription period. The amount refunded will be calculated based on the days remaining in your current billing cycle as of the effective discontinuation date.

6.4 No Guarantee of Compatibility

Licensor does not guarantee that any version of the Software, including Licensed Versions held under a Perpetual License, will remain compatible with future versions of macOS, Apple Silicon, or third-party hardware. You acknowledge that future operating system updates may affect the Software's functionality, and Licensor bears no obligation to update older licensed versions to maintain compatibility.

7.1 Beta Software Designation

From time to time, Licensor may offer pre-release, beta, or early-access builds of the Software ("Beta Software"). Beta Software is provided for testing and evaluation purposes only, is not production-ready, and may contain bugs, errors, and incomplete features.

7.2 Grant of Beta License

Participation in the Beta Program grants you a limited, revocable, non-transferable license to install and use Beta Software solely for evaluation and feedback purposes. This license may be revoked at any time without cause or notice.

7.3 Disclaimer for Beta Software

Beta Software is provided "AS IS" without any warranty of any kind. You use Beta Software at your own risk. We strongly recommend you do not use Beta Software as your primary tool on a production library. Always maintain independent backups of your photo library before using Beta Software. Licensor is not liable for any data loss, corruption, or damage arising from your use of Beta Software.

7.4 Feedback

By participating in the Beta Program, you agree that any feedback, bug reports, feature suggestions, or other communications you provide to Licensor ("Feedback") may be used by Licensor freely, without restriction, compensation, or attribution, to improve the Software and related products. You grant Licensor a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate your Feedback into the Software. Feedback does not constitute Confidential Information unless Licensor expressly agrees otherwise in writing.

7.5 Confidentiality

Unless explicitly authorized in writing by Licensor, you agree to keep the features, functionality, and design of Beta Software confidential. You may not publicly discuss, benchmark, screenshot, or publish information about Beta Software without Licensor's prior written consent.

7.6 Transition to Paid License

Beta access does not entitle you to a free or discounted paid license after the beta period ends, unless explicitly offered by Licensor in writing. Any early-adopter pricing offered to beta participants is subject to the specific terms communicated at the time of that offer.

8.1 Fees

Pricing for Subscription and Perpetual Licenses is as posted on our website at focussort.com/pricing at the time of purchase. All prices are in U.S. dollars unless otherwise stated. Licensor reserves the right to change pricing at any time; price changes will not apply to active subscriptions until the next renewal period.

8.2 Payment Processing

All payments are processed by our Payment Processor, Freemius, Inc. By purchasing a license, you agree to Freemius's terms of service and privacy policy. Licensor does not store your payment card details. Any disputes regarding billing should be directed first to support@focussort.com.

8.3 Subscription Renewal and Cancellation

Subscription Licenses renew automatically at the end of each billing period (monthly or annually, as selected). You may cancel your subscription at any time through your account portal provided by our Payment Processor. Cancellation takes effect at the end of your current paid billing period; you will retain access to the Software until that date. We do not provide pro-rated refunds for partial subscription periods.

8.4 Refund Policy

Perpetual Licenses: Due to the digital nature of software licenses, all Perpetual License purchases are final and non-refundable, except as required by applicable law or as provided in Sections 6.3 (Discontinuation) and 8.5 (Exceptional Circumstances).

Subscription Licenses: We do not provide refunds for subscription periods already paid, including partial months. If you cancel a subscription, you retain access until the end of the current billing period.

Beta Access: Beta access is provided at no charge and is not eligible for any refund.

8.5 Exceptional Circumstances

We will consider refund requests submitted within fourteen (14) days of a Perpetual License purchase if: (a) the Software fails to install or launch on a supported macOS version and Licensor is unable to resolve the issue within a reasonable support period; or (b) the purchase was made as a result of a documented billing error. Refund requests should be submitted to support@focussort.com with a description of the issue and your order confirmation. We reserve the right to approve or deny refund requests at our sole discretion.

8.6 Taxes

You are responsible for all taxes, duties, or other governmental charges applicable to your purchase, except to the extent that Licensor is required by law to collect such taxes. Where required, applicable sales tax, VAT, or equivalent will be added at checkout.

8.7 Free Trial and Promotional Pricing

Licensor may offer free trial periods or promotional pricing at its discretion. Free trials may be limited to one per person or household. Using multiple accounts, email addresses, or payment methods to obtain additional free trials constitutes fraud and a material breach of this Agreement. Promotional pricing is subject to the specific terms communicated at the time of the offer.

9.1 Privacy-First Architecture

FocusSort is built on a privacy-first architecture. Your photo library, including all image files, metadata, tags, and AI-generated classifications, resides entirely on your local storage, NAS, or mounted volumes. The Software does not transmit your photos, thumbnails, or library metadata to Licensor's servers or any third-party server.

9.2 What We May Collect

Licensor may collect limited non-personal or pseudonymous data to operate and improve the Software, including:

• License activation data: License key, activation timestamp, macOS version, and device identifier (for license enforcement purposes only);
• Crash and diagnostic reports: If you opt in to crash reporting, anonymized diagnostic data including crash logs, software version, and macOS version may be sent to Licensor;
• Aggregate usage analytics: If you opt in, anonymized feature usage statistics (e.g., which features are used most often, not what you do with them).

All telemetry beyond license activation is opt-in only and can be disabled in the Software's preferences at any time. We do not collect your name, location, or any content from your photo library.

9.3 Privacy Policy

Your use of the Software is also governed by our Privacy Policy, available at focussort.com/privacy, which is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Privacy Policy on matters of data collection, the Privacy Policy governs.

9.4 Third-Party Services

Licensor uses Freemius for payment processing. Freemius may collect billing information and account data necessary to process your license purchase. This data is subject to Freemius's own privacy policy and is not controlled by Licensor. Licensor is not responsible for the privacy practices of Freemius or any other third-party service.

9.5 CCPA Notice

If you are a California resident, you have rights under the California Consumer Privacy Act (CCPA) regarding your personal information. To exercise your rights to access, delete, or opt out of sale of your personal data, please contact us at privacy@focussort.com. We do not sell personal information to third parties.

9.6 GDPR Notice

If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, Licensor processes any personal data it holds about you in accordance with applicable data protection law. Our lawful basis for processing license activation data is the performance of our contract with you. For questions about your GDPR rights, including access, erasure, portability, or objection, contact privacy@focussort.com.

10.1 On-Device Execution

All artificial intelligence and machine learning features in FocusSort — including smart tagging, subject detection, scene classification, duplicate detection, and content analysis — run entirely on your Mac using Apple's Core ML framework and Metal Performance Shaders. No image data, thumbnail, or analysis result is transmitted to Licensor's servers or any remote AI service.

10.2 Accuracy Disclaimer

AI-generated outputs, including auto-tags, facial groupings, duplicate detection results, and content classifications, are probabilistic and may contain errors. You acknowledge that AI features are tools to assist your workflow, not guaranteed-accurate systems. You are solely responsible for reviewing and verifying AI-generated classifications before acting on them, including before deleting files identified as duplicates or quarantining content flagged by the content classifier.

10.3 No Liability for AI Errors

Licensor is not liable for any loss, damage, or liability arising from inaccurate AI outputs, including misidentification of persons, incorrect content classifications, failure to detect duplicates, or inadvertent deletion of files based on AI-generated recommendations.

10.4 Model Updates

AI models included in the Software may be updated as part of Software updates. Updated models may produce different outputs than prior versions for the same input. Licensor does not guarantee that AI outputs will be consistent across versions.

11.1 Studio Tier Only

The Content Classification feature, which automatically identifies and categorizes sensitive, mature, or explicit material within your photo library using an on-device machine learning model, is available exclusively to Studio tier licensees.

11.2 Intended Use

This feature is designed for professional photographers, studios, and image managers who need to organize libraries containing diverse subject matter including boudoir, fine art, editorial, fashion, and similar professional content. All classification processing occurs entirely on your Mac and no image data is transmitted externally.

11.3 Your Responsibility

You are solely responsible for ensuring that your use of the Content Classification feature complies with all applicable laws, including obscenity laws, child safety laws, and regulations governing the storage and handling of sensitive material. Licensor does not review, monitor, or have access to the content in your library.

11.4 Absolute Prohibition — Child Sexual Abuse Material

The Software may not under any circumstances be used to store, manage, organize, classify, or otherwise interact with child sexual abuse material (CSAM) or any images that sexually exploit minors. Any such use is a material breach of this Agreement and may violate applicable criminal law. Licensor fully cooperates with law enforcement investigations involving the unlawful use of the Software.

11.5 Accuracy and False Positives

The Content Classification feature may generate false positives (incorrectly flagging non-sensitive content) or false negatives (failing to identify sensitive content). You must not rely solely on this feature for compliance with any legal or professional obligation to segregate, restrict, or delete sensitive material.

12.1 How It Works

The Facial Recognition feature (available on Pro and Studio tiers) analyzes photos in your library to detect faces and group them as likely belonging to the same individual. All face detection and matching is performed on-device using an on-device biometric model. No biometric data, facial embeddings, or identifiable data is transmitted to Licensor or any third party.

12.2 Biometric Privacy Laws

Depending on your jurisdiction, the collection, storage, and use of biometric data — including facial scans and facial geometry used to identify individuals — may be regulated by law. Relevant statutes include, but are not limited to:

• Illinois Biometric Information Privacy Act (BIPA), 740 ILCS 14/;
• Texas Capture or Use of Biometric Identifier Act (CUBI), Tex. Bus. & Com. Code § 503.001;
• Washington My Health MY Data Act and biometric provisions;
• EU General Data Protection Regulation (GDPR), Article 9 (biometric data as special category);
• Similar laws in other jurisdictions.

12.3 Your Obligations

If you use the Facial Recognition feature to identify, catalog, or group individuals other than yourself — particularly individuals who are clients, subjects, or employees — you are solely responsible for:

• Obtaining any required consent before collecting, processing, or storing biometric data;
• Providing required notices to individuals whose images are processed;
• Complying with any applicable data retention and deletion requirements;
• Maintaining records of consent where required by law.

12.4 No Licensor Liability

Licensor is not responsible for your compliance with biometric privacy laws. Your use of the Facial Recognition feature is at your own risk. Licensor expressly disclaims any liability arising from your failure to comply with applicable biometric privacy statutes or regulations.

The Software may incorporate open-source software libraries, Apple frameworks (including Core ML, Metal, and PhotosKit), or other third-party components. Use of such components is governed by their respective licenses. Applicable third-party notices and license terms are available within the Software under Help > Acknowledgments or equivalent menu item.

Licensor makes no representation or warranty regarding third-party components and is not responsible for their accuracy, fitness, or behavior. Nothing in this Agreement grants you any rights in third-party components beyond those provided by the applicable third-party license.

The Software is not affiliated with, endorsed by, or sponsored by Apple Inc. macOS, Core ML, Metal, Xcode, and related marks are trademarks of Apple Inc.

14.1 Ownership

The Software, including its source code, object code, design, architecture, algorithms, user interface, branding, and all associated intellectual property rights, is and remains the exclusive property of Licensor. This Agreement does not transfer any ownership interest in the Software to you.

14.2 Your Content

You retain full ownership of all photographs, metadata, and other content in your library that you manage using the Software. Licensor claims no rights in your photos or library data. Nothing in this Agreement restricts your right to use, display, license, or distribute your own photographs.

14.3 Trademarks

"FocusSort" and associated logos are trademarks or service marks of Licensor. You may not use these marks in any way that implies endorsement, affiliation, or sponsorship without prior written permission from Licensor.

14.4 Copyright

The Software is protected by copyright law and international treaty. Unauthorized copying, distribution, or modification of the Software may result in civil and criminal penalties. All rights reserved.

15.1 Termination for Breach

This Agreement and your license will terminate automatically and without notice if you materially breach any term of this Agreement, including unauthorized copying or distribution of the Software, exceeding your licensed seat count, attempting to reverse engineer or circumvent license enforcement, using the Software for unlawful purposes, or using the CSAM-related prohibited conduct described in Section 11.4.

15.2 Termination by You

You may terminate this Agreement at any time by uninstalling the Software and ceasing all use. Termination does not entitle you to a refund except as provided in Section 8.

15.3 Termination by Licensor

Licensor reserves the right to terminate this Agreement and your license for cause upon notice if you breach a material term and fail to cure such breach within thirty (30) days of written notice (or immediately in the case of breach of Section 4, 11.4, or any unlawful use).

15.4 Effect of Termination

Upon termination: (a) your license immediately ceases and you must uninstall and destroy all copies of the Software; (b) all payment obligations accrued before termination survive; (c) Sections 4, 9, 13, 14, 16, 17, 18, 21, 22, and 24 survive termination. Termination of a Perpetual License for cause forfeits your right of continued use under Section 6.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT:

• The Software will meet your requirements or expectations;
• The Software will be uninterrupted, timely, secure, or error-free;
• Any results obtained from use of the Software will be accurate, complete, or reliable;
• Defects in the Software will be corrected;
• AI-generated outputs, including tags, facial groupings, duplicate suggestions, or content classifications, will be accurate;
• The Software will be compatible with any future version of macOS or Apple hardware;
• The Software will operate on any specific third-party storage device, NAS, or network configuration.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. TO THE EXTENT SUCH EXCLUSIONS ARE NOT PERMITTED, THEY ARE LIMITED TO THE SHORTEST PERIOD AND MINIMUM SCOPE ALLOWED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES;
• DAMAGES ARISING FROM LOSS, CORRUPTION, OR INACCESSIBILITY OF YOUR PHOTO LIBRARY, INCLUDING AS A RESULT OF A SOFTWARE BUG, CRASH, OR FAILURE;
• DAMAGES ARISING FROM RELIANCE ON AI-GENERATED OUTPUTS THAT PROVE INACCURATE;
• DAMAGES ARISING FROM YOUR FAILURE TO MAINTAIN ADEQUATE BACKUPS OF YOUR PHOTO LIBRARY;
• DAMAGES ARISING FROM YOUR COMPLIANCE OR NON-COMPLIANCE WITH APPLICABLE LAW IN USING THE FACIAL RECOGNITION OR CONTENT CLASSIFICATION FEATURES;

IN EACH CASE WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN SUCH JURISDICTIONS, LICENSOR'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You agree to defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your violation of any law or the rights of a third party; (c) your use of the Facial Recognition or Content Classification features in a manner that violates applicable law; (d) your use of the Software in connection with any content you do not have the right to process; or (e) any claim that your use of the Software caused harm to a third party.

The Software, including its AI and machine learning components, may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or designated as a "terrorist supporting" country; (b) you are not listed on any U.S. government list of prohibited or restricted parties; and (c) you will not use the Software in any manner that would violate U.S. export laws or regulations.

The Software is intended for use by adults aged 18 or older, or the age of majority in your jurisdiction, whichever is higher. By installing or using the Software, you represent that you are at least 18 years old. If you are under 18, you may use the Software only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement.

The Software is not directed at children under the age of 13, and Licensor does not knowingly collect personal information from children under 13. If you believe a child under 13 has provided personal information to Licensor, please contact us at privacy@focussort.com and we will take steps to delete such information.

21.1 Governing Law

This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Informal Resolution

Before initiating any formal dispute proceeding, you agree to first contact Licensor at legal@focussort.com and provide a written description of the dispute, the relief sought, and your contact information. You and Licensor agree to attempt in good faith to resolve the dispute informally within thirty (30) days of notice.

21.3 Binding Arbitration

If a dispute is not resolved informally, you and Licensor agree to resolve any remaining dispute through binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, except as provided in Section 21.4. The arbitration will be conducted in San Francisco, California, or by videoconference at the election of either party for disputes under $10,000. The arbitrator's decision is final and binding, subject to limited judicial review as provided by applicable law. You and Licensor each waive any right to a jury trial.

21.4 Exceptions to Arbitration

Either party may bring claims in small claims court if the dispute qualifies. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims for intellectual property infringement or protection of proprietary rights are not subject to arbitration and may be brought in any court of competent jurisdiction.

Further, unless both you and Licensor agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable in any instance, then the entirety of the arbitration agreement in Section 21.3 shall be null and void as to that instance.

Licensor reserves the right to modify this Agreement at any time. When we make material changes, we will provide notice via: (a) an in-app notification; (b) a notice on our website at focussort.com; and/or (c) an email to the address associated with your account. Material changes take effect thirty (30) days after notice, except that changes required by law may take effect immediately.

Your continued use of the Software after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must cease using the Software and, if applicable, cancel your subscription before the effective date.

For Perpetual License holders, changes to this Agreement that materially reduce your rights with respect to your Licensed Version will not apply retroactively to your current Licensed Version without your affirmative consent.

24.1 Entire Agreement

This Agreement, together with the Privacy Policy and any order confirmation or invoice, constitutes the entire agreement between you and Licensor with respect to the Software, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

24.2 Severability

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

24.3 No Waiver

Licensor's failure to enforce any right or provision of this Agreement will not be considered a waiver of that right or provision. A waiver will only be effective if in writing and signed by an authorized representative of Licensor.

24.4 Assignment

You may not assign, transfer, or sublicense this Agreement or any of your rights under it without Licensor's prior written consent. Any attempted assignment without consent is void. Licensor may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the acquiring entity assumes all obligations under this Agreement.

24.5 Notices

Notices from Licensor will be delivered to the email address associated with your account. You are responsible for keeping your contact information current. Notices to Licensor must be sent to legal@focussort.com.

24.6 Force Majeure

Licensor will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, government action, internet outages, or third-party service failures.

24.7 Independent Contractor

Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between you and Licensor.

24.8 Headings

Section headings are for convenience only and have no legal effect.

24.9 Language

This Agreement is made in the English language. If translated, the English version controls in the event of any inconsistency.

If you have questions about this Agreement, your license, or our practices, please contact us:

• General & Support: support@focussort.com
• Legal & Compliance: legal@focussort.com
• Privacy: privacy@focussort.com
• Website: focussort.com

We aim to respond to all inquiries within five (5) business days.