2Tier Music

Software License and Terms of Service Agreement

NightIron Software LLC, doing business as 2Tier Music

Version: 1.0
Effective Date: October 8, 2026

Plain-Language Overview

2Tier Music is a local-first music management system. The paid Windows Desktop application organizes a customer's own music library and controls transfer to the free Android Companion over the customer's local network. 2Tier Music does not sell, stream, license, or host the customer's music. A standard paid Desktop license permits one active Windows computer at a time. Desktop periodically contacts the 2Tier Music licensing service to verify license status. This Agreement covers software licensing, purchases, refunds, trials, beta use, support, and related service terms. Privacy practices are described separately in the 2Tier Music Privacy Notice. The detailed terms below control if this overview conflicts with them.

1. Agreement, Scope, and Electronic Acceptance

This Software License and Terms of Service Agreement (the "Agreement") is a legal agreement between you and NightIron Software LLC, an Arizona limited liability company doing business as 2Tier Music ("2Tier Music," "we," "us," or "our").

This Agreement governs 2Tier Music Desktop for Windows ("Desktop"), the free 2Tier Music Android companion ("Android Companion"), related updates and documentation, the 2Tier Music licensing service, trials, beta or pre-release versions when offered, direct purchases, support, and related online services that reference this Agreement (collectively, the "Services"). Sections concerning a paid license, purchase, trial, beta, or particular platform apply only when relevant to your use.

In Desktop and the Android Companion, this Agreement is presented with a link to the 2Tier Music Privacy Notice before you use the Services. By selecting "Accept and Continue," you agree to this Agreement and acknowledge that you have been given the Privacy Notice, available at https://2tiermusic.com/privacy/. If you purchase directly from us, the checkout process will also present links to this Agreement and the Privacy Notice and require your acknowledgement before payment is submitted. If you do not agree, select "Decline and Exit" and do not use the Services.

2Tier Music may record the Agreement version, acceptance date and time in UTC, app version, and a license or device reference needed to document acceptance, consistent with the Privacy Notice.

2. Eligibility and Authority

You must be at least 18 years old, or the age of majority where you live, to accept this Agreement, start a Trial, or purchase a license. A person under that age may use the Services only under the supervision of a parent or legal guardian who accepts this Agreement on their behalf and is responsible for their use. If you use the Services for an organization, you represent that you are authorized to bind it, and "you" includes that organization.

3. Product Model and No Music Included

Desktop is the paid controller and primary library-management application. The Android Companion is a free companion application that receives, organizes, and plays supported content transferred from an authorized Desktop over the customer's local network. The Android Companion does not automatically add music back to Desktop.

2Tier Music does not sell, stream, license, or host music and does not grant copyright, performance, distribution, synchronization, or other media rights. You supply your own lawfully possessed music and remain responsible for ensuring that your possession, copying, transfer, and playback of content comply with applicable law and the rights of copyright owners.

You are responsible for maintaining backups of your music and other files.

4. License Grant and Device Limits

Subject to this Agreement and payment of the applicable fee, we grant you a perpetual, limited, personal, non-exclusive, non-transferable, non-sublicensable license to install and use the version of Desktop you licensed, together with updates we make available for that licensed version under Section 11, for lawful personal or internal business purposes. "Perpetual" means the license has no expiration date; it may be terminated only as described in Section 18. Trial and beta licenses are limited-duration or otherwise revocable as described in Sections 8 and 9.

Unless your license record states otherwise, a standard paid Desktop license permits one active Windows computer at a time. You may deactivate an authorized computer and reactivate the license on another eligible computer using the supported deactivation and activation process.

The Android Companion does not require a separate paid 2Tier Music Desktop license fee. You may install and use it on supported Android devices you control, subject to Google Play terms, device compatibility, and reasonable technical or security limits. Availability through Google Play is not guaranteed in every country, on every device, or indefinitely.

5. Ownership and Reservation of Rights

The Services are licensed, not sold. NightIron Software LLC and its licensors retain all right, title, and interest in the Services, including source code, object code, design, branding, documentation, and related intellectual property. No rights are granted except those expressly stated in this Agreement.

6. Your Music, Files, and Content

You retain ownership of your music, playlists, artwork, and other files. The Services organize and transfer a customer's personal music library between the customer's authorized devices over a local network. You may not use the Services to distribute content unlawfully or provide unauthorized access to copyrighted works.

7. License Activation, Verification, and Offline Use

Desktop may require a license key, machine identifier, machine label, or other activation information. We store a one-way cryptographic hash of your machine identifier, not the raw identifier, on the licensing server. Activation information may be associated with a particular computer and license record. You may not share, publish, sell, rent, or transfer a license key except through a transfer process expressly approved by 2Tier Music.

Desktop periodically contacts the 2Tier Music licensing service to verify that a license remains valid and authorized for the computer. Verification may occur at startup and periodically while Desktop remains open. The licensing service issues a signed authorization certificate that permits temporary offline use.

For a standard paid license, the authorization period is 30 days following successful verification. If the authorization expires while the licensing service is unavailable, Desktop provides a seven-day verification grace period beginning with the first use after expiration during the outage. After the grace period, a successful online verification is required before licensed features can continue. If our licensing service determines that a license is invalid, inactive, revoked, fraudulent, or not authorized for your computer, licensed use may be disabled immediately. We will notify the email address on the license record and explain how to contact us. If the determination was made in error, we will restore the license promptly.

License restrictions do not delete your personal music, playlists, or settings. Temporary network or service outages are treated differently from an explicit license rejection.

8. Trial License

We may offer a free 14-day evaluation license for Desktop (the "Trial"). The Trial starts when our licensing service activates it and ends 14 days later, as shown in the app. No payment information is required to start the Trial, and the Trial will not convert to a paid license or result in any charge. To continue using licensed features after the Trial, you must purchase and activate a paid license.

The Trial includes all core Desktop features of the corresponding paid version, except features identified as unavailable or limited on the Trial screen before the Trial starts. One Trial is permitted per Windows computer. To prevent repeat-trial abuse and fraud, we use the device-related signals described in our Privacy Notice. If you believe your Trial was denied in error, contact support@2tiermusic.com.

The Trial may be used offline only until the expiration time contained in its trial authorization. The paid-license 30-day authorization period and seven-day grace period do not apply after the Trial expires unless 2Tier Music expressly states otherwise. When the Trial ends, licensed features may be disabled until a paid license is purchased and activated. Trial expiration does not delete your music, playlists, settings, or other local data.

You may purchase a paid license at any time. Successful paid activation replaces Trial status while preserving supported local configuration and content. A Trial does not guarantee future availability, pricing, or features.

9. Beta and Pre-Release Versions

If 2Tier Music invites you to use a beta, preview, test, or other pre-release version, this Section applies in addition to the rest of the Agreement. Beta materials may be incomplete, unstable, contain defects, change without notice, or cause data loss. Maintain backups and do not rely on beta materials for critical use.

Unless an invitation states otherwise, a beta license is personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, machine-bound, permits one active Windows computer, and has no fixed expiration date unless an expiration date is stated. A no-cost beta license does not permit redistribution, resale, sharing, or creation of an unlocked build. We may end a beta program or a beta license at any time on notice to you. Beta builds may stop working on a stated expiration date.

You may provide feedback voluntarily. You grant 2Tier Music a worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, modify, publish, and incorporate feedback into products and services without payment or attribution, without transferring ownership of your pre-existing intellectual property. We are not obligated to use or keep confidential any feedback.

Information clearly marked confidential, private test builds, unreleased credentials, security details, and non-public business or product information supplied for a beta must not be disclosed without 2Tier Music's permission. You must protect test links, license keys, activation files, accounts, and credentials and promptly report suspected compromise. Beta participation is voluntary and unpaid unless separately agreed in writing and does not create employment, agency, partnership, franchise, or joint venture. Your confidentiality obligations continue for two (2) years after the beta ends, or until we make the information public, whichever is earlier.

10. Restrictions

These restrictions do not apply to open-source components to the extent their licenses grant broader rights and do not prohibit activity that applicable law permits notwithstanding a contractual restriction. Report suspected security vulnerabilities to security@2tiermusic.com. We will not pursue claims against good-faith researchers who report promptly, do not access others' data, and do not disrupt our services.

11. Updates, Compatibility, and Third-Party Components

2Tier Music may provide updates, fixes, security changes, or new versions. Some updates may be required for continued compatibility, security, licensing, or support. Updates may add, remove, or change features. Material changes to this Agreement will be presented for acceptance when required.

The Services may include open-source or third-party components governed by separate licenses. Those licenses control the applicable components. The Services may interact with third-party services, including payment processors, hosting providers, operating-system services, email providers, and app stores. 2Tier Music does not control third-party services and is not responsible for their independent terms, availability, or practices.

Supported Windows and Android requirements will be stated on the product or store page. You are responsible for reviewing those requirements. Support does not guarantee compatibility with every computer, Android device, network, file format, or third-party program.

12. Privacy Notice

Our handling of personal information is described in the separate 2Tier Music Privacy Notice, available at https://2tiermusic.com/privacy/. The Privacy Notice explains local processing, information received by 2Tier Music, service providers, retention, security practices, privacy rights, and related matters. By accepting this Agreement, you acknowledge that the Privacy Notice has been made available to you. The Privacy Notice is not part of this Agreement except where this Agreement expressly refers to it.

13. Purchases, Price, Taxes, and Payment

These purchase terms apply to paid Desktop licenses purchased directly from NightIron Software LLC through 2tiermusic.com or another direct checkout identified by 2Tier Music. The price is the amount displayed at checkout. A standard Desktop purchase is a one-time payment and is not a subscription unless the checkout page clearly states otherwise. Applicable sales or similar taxes are calculated and shown at checkout. Direct payment processing is handled by Stripe. We do not receive or store full payment-card numbers or card security codes; Stripe processes them. Prices are in U.S. dollars. A price change does not affect an order already paid.

Before a direct purchase is submitted, checkout will provide links to this Agreement and the Privacy Notice and require acknowledgement of both. The checkout will also state that you are purchasing a license to use 2Tier Music Desktop, not ownership of the software; that one standard license covers one active Windows computer at a time; that periodic online license verification is required; that the license is perpetual subject to the termination terms in this Agreement; and that the direct-purchase refund policy in Section 15 applies.

The Android Companion is offered separately at no additional 2Tier Music license charge through Google Play, subject to availability and Google Play terms. If a future paid item is offered through an app store, the store's mandatory payment and refund rules apply to that store transaction.

14. Digital Delivery and License Scope

After successful direct payment, delivery may occur through a checkout confirmation page, email, account page, or another stated method. Delivery may include a download link, license key, or activation instructions. You are responsible for providing a valid email address and preserving license information. If delivery does not arrive, contact support@2tiermusic.com.

A purchase grants the license described in this Agreement, not ownership of the Software. Unless the purchased license states otherwise, one paid license permits one active Windows computer at a time, with supported deactivation and reactivation used to move the license.

15. Refund Policy for Direct Desktop Purchases

If you purchased a standard Desktop license directly from us, you may request a full refund within 14 calendar days after the purchase date shown on your receipt by emailing support@2tiermusic.com from the purchase email address or by providing your order number. You do not need to give a reason. We may offer troubleshooting, but a refund will not be conditioned on accepting it. Approved refunds are issued to the original payment method within 10 business days; your bank may take additional time to post it. This 14-day refund applies once per customer; later purchases by the same customer are refundable only under this Section 15 or where required by law.

Duplicate charges and purchases that cannot be delivered or activated as materially described will be corrected or refunded as appropriate. Refunds may be denied or limited for fraud, license abuse, unauthorized redistribution, intentional circumvention, or where the payment has already been reversed or charged back, except where applicable law requires otherwise. When a refund is issued, the associated license will be deactivated. Your music, playlists, and local settings will not be deleted. Nothing in this policy limits refund or consumer rights that cannot legally be waived.

16. Chargebacks and Reversed Payments

If a payment is reversed, disputed, refunded, or determined to be fraudulent, the associated paid license may be suspended or revoked after reasonable review. Customers are encouraged to contact support before initiating a chargeback so 2Tier Music has an opportunity to resolve delivery, activation, or refund concerns. Filing a chargeback in good faith will not affect your ability to use other 2Tier Music Services or to purchase in the future, except where the chargeback is fraudulent.

17. Support

Support is available through support@2tiermusic.com and information published at https://2tiermusic.com. Unless a separate written support agreement applies, support is provided on a commercially reasonable basis without guaranteed response or resolution times.

18. Suspension and Termination

This Agreement begins when you accept it and continues until terminated. You may terminate it by uninstalling the Services and ceasing use. We may suspend or terminate a paid license only for: (a) material breach of this Agreement that is not cured within 15 days after notice, where cure is possible; (b) fraud, unauthorized distribution, or circumvention of license controls; (c) a payment that is reversed, charged back, or refunded; or (d) where required by law. We may suspend a paid license temporarily without prior notice where necessary to address an active security threat and will restore it when the threat is resolved. Trial and beta licenses may be ended as described in Sections 8 and 9. If we terminate a paid license for reasons other than (a) through (c), we will refund the license fee you paid.

Upon termination, your license to use the affected Services ends. Provisions that by their nature should survive termination remain effective, including provisions concerning ownership, restrictions, feedback and confidentiality, refunds and chargebacks, disclaimers, limitation of liability, misuse, export compliance, disputes, general terms, and records that must be retained under applicable law or the Privacy Notice.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." 2TIER MUSIC DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 2TIER MUSIC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, COMPATIBLE WITH EVERY DEVICE, OR THAT ALL DATA LOSS CAN BE PREVENTED. BETA AND PRE-RELEASE MATERIALS MAY BE PARTICULARLY UNSTABLE. Some jurisdictions do not allow certain disclaimers, so portions of this Section may not apply to you.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 2TIER MUSIC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, OR LOSS OF DATA, ARISING FROM THE SERVICES OR THIS AGREEMENT. FOR PAID SERVICES, 2TIER MUSIC'S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE GIVING RISE TO THE CLAIM. FOR A NO-COST BETA OR OTHER NO-COST SERVICE, 2TIER MUSIC'S TOTAL LIABILITY WILL NOT EXCEED $50.00. THESE LIMITS DO NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR OUR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. THESE LIMITS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. Your Responsibility for Misuse

You are responsible for claims, losses, or expenses arising from your unlawful use of the Services, infringement of third-party rights through content you control, unauthorized redistribution, or material breach of this Agreement. This provision does not require you to compensate 2Tier Music for losses caused by 2Tier Music's own unlawful conduct. If you use the Services for an organization, you will also defend 2Tier Music against third-party claims arising from those matters.

22. Export and Sanctions Compliance

You may not use, export, or re-export the Services in violation of applicable export-control or sanctions laws. You represent that you are not prohibited from receiving the Services under applicable law. You represent that you are not located in, or ordinarily resident in, a country or region subject to comprehensive U.S. embargo, and are not on any U.S. government restricted-party list.

23. Governing Law and Disputes

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law rules, except that mandatory consumer protections in your place of residence continue to apply. Unless applicable law requires otherwise, disputes will be brought in the state or federal courts located in Maricopa County, Arizona. Either party may use an eligible small-claims court.

24. Changes to This Agreement

2Tier Music may update this Agreement. We will post the new version with its effective date. For material changes, we will notify you in the app or by email at least 15 days before they take effect and ask you to accept them. Changes will not apply to disputes that arose before the change. If you do not accept a material change, you may continue to use the version of Desktop you already have under the Agreement you previously accepted, but you may not receive further updates. If a material change takes effect within 14 days after your purchase, you may request a refund.

25. General Terms

This Agreement is the complete agreement concerning the Services covered by it, together with any transaction-specific terms expressly presented at checkout or in a store listing. If one provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. You may not assign this Agreement without 2Tier Music's written consent; 2Tier Music may assign it as part of a merger, sale, reorganization, financing, or transfer of the business or product. Headings are for convenience only.

Your use of Google Play, Stripe, or another third-party platform is also subject to that provider's terms. If a mandatory app-store or payment-platform rule conflicts with this Agreement for the provider-specific transaction or store relationship, the mandatory provider rule controls to the extent of that conflict.

26. Contact Information

NightIron Software LLC Doing business as 2Tier Music 4539 N 22nd St, Ste N Phoenix, AZ 85016 United States General contact: contact@2tiermusic.com Support: support@2tiermusic.com Privacy requests: privacy@2tiermusic.com Security reports: security@2tiermusic.com Privacy Notice: https://2tiermusic.com/privacy/ Website: https://2tiermusic.com

27. Final Electronic Acceptance

This is the final section displayed before the acceptance controls in Desktop and the Android Companion. The acceptance controls are not pre-selected. Selecting “Decline and Exit” means you do not accept the Agreement; the application will close without activating a paid license, starting a Trial, enrolling you in a beta, or providing access to the main application experience, unless applicable law requires a different flow.