End-User License Agreement

Last Updated: August 4, 2026

This End-User License Agreement (this "Agreement") is a legal agreement between you ("you" or "User") and SoundCheck Capital, LLC, a Delaware limited liability company, together with its affiliates and subsidiaries ("SoundCheck", "we", "us" or "our"), and governs your access to and use of the SoundCheck software applications, including our web applications, dashboards, forms, integrations and any related documentation or updates (collectively, the "Application").

BY INSTALLING, ACCESSING OR USING THE APPLICATION, OR BY AUTHORIZING THE APPLICATION TO CONNECT TO ANY THIRD-PARTY SERVICE ON YOUR BEHALF, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND "YOU" REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE APPLICATION.

This Agreement is in addition to, and does not replace, our Terms of Service and our Privacy Policy, each of which is incorporated by reference. In the event of a conflict between this Agreement and any separately executed written agreement between you and SoundCheck governing a financing transaction (including any Master Advance Agreement or Advance Agreement), that executed agreement controls with respect to the subject matter it addresses.

1. License Grant

Subject to your continuous compliance with this Agreement, SoundCheck grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for your internal business purposes and solely for the purposes for which SoundCheck has made the Application available to you.

The Application is licensed, not sold. SoundCheck and its licensors retain all right, title and interest in and to the Application, including all intellectual property rights therein. No rights are granted to you other than as expressly set out in this Agreement.

2. Authorized Users and Accounts

Access to the Application requires an account. You are responsible for:

maintaining the confidentiality of your credentials, including any single sign-on credentials used to authenticate;
all activity that occurs under your account, whether or not authorized by you; and
promptly notifying us at support@soundcheckcapital.com if you become aware of any unauthorized access to or use of your account.

You may not share your credentials, permit any other person to use your account, or create multiple accounts on behalf of the same business or entity.

3. Permitted Use and Restrictions

You will use the Application only for lawful business purposes and in compliance with all applicable laws and regulations. You will not, and will not permit any third party to:

sublicense, resell, rent, lease, distribute, time share or otherwise commercially exploit the Application or make it available to any third party;
copy, modify, translate, adapt or create derivative works of the Application;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure or underlying ideas of the Application, except to the extent this restriction is prohibited by applicable law;
circumvent, disable or otherwise interfere with any security, authentication, rate limiting or access control feature of the Application;
access the Application by any means other than the interfaces we provide, including through any scraper, crawler, bot or other automated tool not expressly authorized by us in writing;
use the Application in any manner that could damage, disable, overburden or impair it, or interfere with any other user's use of it;
upload or transmit any code, file or program intended to damage, intercept or expropriate any system, data or personal information;
use the Application, or any data obtained through it, to build, train, benchmark or improve any competing product or service; or
remove, obscure or alter any proprietary notice contained in or displayed by the Application.

4. Third-Party Services and QuickBooks Online Integration

The Application integrates with third-party services, including Intuit QuickBooks Online, and may also integrate with ticketing platforms, banking data providers, payment processors and communication tools (each, a "Third-Party Service").

Authorization. When you connect a Third-Party Service to the Application, you authorize the Application to access, retrieve, store, transmit and, where you direct it to do so, create or modify data in that Third-Party Service on your behalf, using the credentials or authorization tokens you provide or grant. With respect to QuickBooks Online, this may include reading accounting records and reports and creating or updating records such as customers, invoices, payments and journal entries, in each case limited to the scopes you approve during authorization.

Your responsibility. You represent that you are authorized to grant this access and that doing so does not violate your agreement with the relevant Third-Party Service provider. You are responsible for reviewing the accuracy of any data written to a Third-Party Service by or through the Application, and for maintaining your own records and backups. Accounting entries created through the Application are your entries and remain your responsibility.

Revocation. You may revoke the Application's access at any time, either from within the Application or from the Third-Party Service provider's own settings, including from the Apps section of your QuickBooks Online account. Revoking access may disable some or all of the Application's functionality.

No endorsement, no agency. Third-Party Services are provided by independent third parties and are not controlled by SoundCheck. The Application is not sponsored, endorsed or certified by any Third-Party Service provider except as expressly stated by that provider. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy. SoundCheck is not responsible for the availability, accuracy, security or performance of any Third-Party Service, or for any act or omission of its provider. Intuit Inc. is not a party to this Agreement, makes no warranty with respect to the Application, and has no liability to you arising out of your use of the Application.

5. Your Data

You retain all right, title and interest in the data, files, records and other content you submit to the Application or authorize the Application to retrieve on your behalf ("Your Data"). You grant SoundCheck a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display and otherwise use Your Data solely as necessary to provide, secure, maintain and improve the Application and any related services, and as otherwise described in our Privacy Policy.

You represent that you have all rights and consents necessary to provide Your Data to us and to authorize the processing described above, and that Your Data does not infringe or violate the rights of any third party. We handle personal information in accordance with our Privacy Policy, available at https://soundcheckcapital.com/privacy-policy.

6. Confidentiality

The Application, including its non-public features, interfaces, workflows, underwriting logic, data models and pricing, constitutes SoundCheck's confidential information. You will not disclose it to any third party and will use it only as permitted by this Agreement. This obligation does not apply to information that is or becomes publicly available through no fault of yours, or that you are compelled to disclose by law, provided you give us reasonable prior notice where legally permitted.

7. Updates, Modifications and Availability

We may modify, update, suspend or discontinue the Application, or any feature of it, at any time and without notice. Updates may be applied automatically. Access may be interrupted for maintenance, equipment malfunction, events beyond our control or other reasons we deem appropriate in our sole discretion. We will not be liable for any loss, cost or damage resulting from any modification, suspension, discontinuation or period of unavailability.

8. Feedback

Any feedback, suggestions, ideas or other input you provide regarding the Application is non-confidential and non-proprietary, and you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it for any purpose, including to develop and commercialize products and services, without obligation or compensation to you.

9. Term and Termination

This Agreement takes effect when you first access the Application and continues until terminated. You may terminate it at any time by ceasing all use of the Application and closing your account. We may suspend or terminate your access and this Agreement at any time, with or without notice, including if we believe in our sole discretion that you have violated this Agreement or that your use presents a risk to us, to other users or to any third party.

Upon termination, the license granted in Section 1 ends immediately and you must stop all use of the Application. Sections 3, 5, 6, 8, 10, 11, 12, 13 and 14 survive termination. Termination does not relieve you of any obligation to pay amounts owed under any Advance Agreement or other executed agreement.

10. Disclaimer of Warranties

THE APPLICATION IS PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUNDCHECK DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DATA DISPLAYED, RETRIEVED OR WRITTEN THROUGH IT IS COMPLETE, CURRENT OR ACCURATE.

THE APPLICATION IS NOT INTENDED TO PROVIDE LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE, AND SOUNDCHECK IS NOT A FINANCIAL PLANNER, BROKER, ACCOUNTANT OR TAX ADVISOR. YOU ARE SOLELY RESPONSIBLE FOR THE REVIEW, ACCURACY AND FILING OF YOUR OWN BOOKS, RECORDS AND RETURNS, AND SHOULD OBTAIN ADVICE FROM QUALIFIED PROFESSIONALS FAMILIAR WITH YOUR CIRCUMSTANCES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOUNDCHECK WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, ACCOUNTING OR TAX ERRORS, LOSS OF BUSINESS REPUTATION, PENALTIES, OR COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00). IF NO FEES HAVE BEEN PAID TO US IN CONNECTION WITH THE APPLICATION, YOUR SOLE REMEDY IS INJUNCTIVE RELIEF, UNLESS OTHERWISE REQUIRED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Indemnification

You will defend, indemnify and hold harmless SoundCheck and its officers, directors, members, equity holders, affiliates, employees and agents from and against any claim, action, demand, loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of or relating to your breach of this Agreement, Your Data, your use or misuse of the Application, your authorization of any Third-Party Service connection, or your violation of any applicable law or third-party right. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with our reasonable requests.

13. Governing Law, Jury Trial Waiver and Class Action Waiver

This Agreement and your relationship with SoundCheck under it are governed by the internal laws of the State of Delaware, without regard to its conflict of laws principles. You irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles County, California for all disputes arising out of or relating to this Agreement.

TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM AGAINST SOUNDCHECK AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OR IN ANY OTHER REPRESENTATIVE CAPACITY. ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE APPLICATION MUST BE FILED WITHIN ONE YEAR AFTER IT ACCRUES OR IT IS PERMANENTLY BARRED.

14. General

Changes. We may amend this Agreement at any time by posting a revised version at https://soundcheckcapital.com/end-user-license-agreement. Changes take effect upon posting. Your continued use of the Application after posting constitutes acceptance of the revised Agreement. You agree that posting a revised version constitutes notice to you.

Assignment. You may not assign or transfer this Agreement, in whole or in part, without our prior written consent. We may assign or transfer it without restriction.

Severability and waiver. If any provision of this Agreement is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remainder will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of it.

Entire agreement. This Agreement, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and SoundCheck regarding the Application and supersedes all prior or contemporaneous understandings on that subject.

Export and compliance. You represent that you are not located in, and will not use the Application from, any jurisdiction subject to a comprehensive United States trade embargo, and that you are not listed on any United States government list of prohibited or restricted parties.

Government end users. The Application is a "commercial item" as defined in 48 C.F.R. 2.101, and is licensed to United States government end users only with those rights granted to all other end users under this Agreement.

15. Contact

Questions about this Agreement may be sent to:

SoundCheck Capital, LLC support@soundcheckcapital.com https://soundcheckcapital.com