End User License Agreement

1. AGREEMENT

This End User License Agreement (“EULA”) is a legal agreement between you (“User” or “you”) and Northstar Show Systems, LLC (“Northstar”) governing your use of Northstar software products. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

2. DEFINITIONS

• "Software" means the Northstar software application(s) accompanying this EULA, including HelmOS (orchestration runtime), Cuemaster (operator dashboard), NorthLink (node firmware), and Compose (show designer), in object code form, together with any updates, patches, and documentation provided by Northstar.
• "HelmOS Suite" means the combined package of HelmOS, Cuemaster, and NorthLink, licensed as a single site license.
• "Site" means a single physical venue location where the Software is deployed on Northstar Hardware.

3. LICENSE GRANT

3.1 HelmOS Suite — Site License

Northstar grants you a non-exclusive, non-transferable, perpetual license to install and use the HelmOS Suite on one (1) Helm server appliance at one (1) Site. The license covers unlimited Authorized Users accessing Cuemaster via web browser on the local TrueNorth network at that Site, and unlimited Polaris nodes running NorthLink firmware at that Site.

3.2 Compose — Per-Seat License

Northstar grants you a non-exclusive, non-transferable, perpetual license to install and use one (1) copy of Compose on one (1) computer. A separate license is required for each computer on which Compose is installed. Compose may be used offline (Mock Mode) and for creating Show Files for any number of Sites.

3.3 Perpetual License

Licenses are perpetual for the version purchased. You may continue using the licensed version indefinitely. Access to updates, patches, and new versions requires an active Software Maintenance subscription (see Section 5).

4. RESTRICTIONS

You shall NOT:

• Copy, modify, adapt, translate, or create derivative works of the Software.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code.
• Rent, lease, lend, sell, sublicense, distribute, or transfer the Software to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
• Use the Software on hardware not manufactured or authorized by Northstar.
• Use the Software to develop a product or service that competes with Northstar.
• Circumvent any technical protection measures, license validation, or activation mechanisms.
• Use the Software in any manner that violates applicable law or the Acceptable Use Policy.

5. SOFTWARE MAINTENANCE

Each license includes 12 months of Software Maintenance from the date of purchase, which provides:

• All software updates, patches, and bug fixes released during the maintenance period.
• New feature releases and minor version upgrades.
• Access to updated documentation.

After the initial 12-month period, continued Software Maintenance may be renewed annually. Without an active maintenance subscription, you may continue using the last version received but will not receive further updates.

6. INTELLECTUAL PROPERTY

The Software is protected by copyright laws and international treaty provisions. Northstar retains all ownership rights, title, and interest in and to the Software, including all intellectual property rights. This EULA does not grant you any ownership interest in the Software.

7. DATA COLLECTION

The Software may collect and transmit diagnostic and usage data to Northstar for the purposes of product improvement and proactive support, as described in the Privacy Policy (NSS-LEGAL-PP-001). This data does not include your show content (audio, video, creative assets) or personally identifiable information.

8. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NORTHSTAR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL NORTHSTAR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS EULA EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE LICENSE. IN NO EVENT SHALL NORTHSTAR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10. TERMINATION

This EULA is effective until terminated. Your rights under this EULA terminate automatically without notice if you fail to comply with any term. Upon termination, you must cease all use of the Software and destroy all copies. Sections 6, 8, 9, and 11 survive termination.

11. GOVERNING LAW

This EULA shall be governed by the laws of the State of Florida, without regard to conflicts of law provisions. Any dispute shall be resolved through binding arbitration in Orlando, Florida.

12. ENTIRE AGREEMENT

This EULA constitutes the entire agreement between you and Northstar regarding the Software and supersedes all prior agreements. This EULA may be supplemented by the Terms of Service (NSS-LEGAL-TOS-001) and any applicable Statement of Work.

DOCUMENT CROSS-REFERENCES:

• Terms of Service (NSS-LEGAL-TOS-001)
• Privacy Policy (NSS-LEGAL-PP-001)
• Acceptable Use Policy (NSS-LEGAL-AUP-001)