Enterprise Software, Hardware, and Services Agreement
In these Terms of Service (the “Terms”), unless the context otherwise requires, the following terms shall have the meanings set forth below:
“Acceptance Testing” means the procedures described in the applicable Statement of Work or commissioning plan by which a System, or component thereof, is evaluated to determine conformance with agreed-upon specifications and acceptance criteria.
“Authorized User” means any individual who is authorized by Customer to access, operate, configure, or interact with any Northstar Product, Software, or System under a valid license, support agreement, or other contractual authorization.
“Bridge” means the Northstar proprietary hardware controller module designed for interfacing between show-control networks and field devices, including but not limited to DMX-512, sACN, Art-Net, serial protocols, GPIO, and industrial I/O.
“Commissioning” means the systematic process of verifying, testing, calibrating, and documenting that all installed Systems, components, software, and interfaces function in accordance with the project design intent and contractual specifications.
“Confidential Information” has the meaning ascribed to it in Section 17 of these Terms.
“Cuemaster” means the Northstar proprietary show-control cueing and automation software application used for the creation, editing, sequencing, and real-time execution of entertainment cues, timelines, and show sequences.
“Customer” means the entity or individual that has entered into an agreement with Northstar for the purchase, license, installation, or support of Products and/or Services.
“Deliverables” means all work product, documentation, software, hardware, configurations, and other materials to be provided by Northstar to Customer under a Statement of Work.
“Documentation” means all technical manuals, user guides, installation instructions, API references, release notes, and other written materials provided by Northstar in connection with the Products or Services.
“Field Device” means any end-point device, fixture, actuator, sensor, motor controller, lighting fixture, audio device, video processor, or other equipment controlled by, or communicating with, a Northstar System.
“HelmOS” means the Northstar proprietary distributed show-control operating environment and software platform, including its associated services, APIs, management interfaces, scheduling engine, and runtime components.
“Installation” means the physical deployment, mounting, wiring, configuration, and initial testing of Northstar hardware and software at the Customer’s designated site or facility.
“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, know-how, proprietary algorithms, designs, firmware, software code (source and object), schematics, protocols, documentation, and any other intellectual property rights.
“Northstar” or “Company” means Northstar Show Systems, together with its subsidiaries, affiliates, successors, and assigns.
“Polaris” means the Northstar proprietary hardware processing node designed for distributed show-control applications, including real-time cue execution, network communication, device interface management, and system monitoring.
“Products” means all Northstar hardware products, including without limitation Polaris nodes, Bridge controllers, network appliances, interface modules, and associated accessories.
“Services” means all professional services, installation services, commissioning services, training services, support services, maintenance services, engineering services, and managed services provided by Northstar.
“Software” means HelmOS, Cuemaster, and all other Northstar proprietary software applications, firmware, embedded code, utilities, tools, libraries, and APIs.
“System” means the integrated combination of Northstar hardware, software, network infrastructure, configurations, and interfaces deployed at a Customer site to provide show-control, automation, or entertainment technology functionality.
References to “sections,” “clauses,” or “paragraphs” are to sections, clauses, or paragraphs of these Terms unless otherwise specified.
Headings are for convenience only and shall not affect the interpretation of these Terms.
Words importing the singular include the plural and vice versa.
References to “including” or “includes” shall be construed as “including, without limitation.”
References to any statute, regulation, or law include any amendment, re-enactment, or successor legislation.
By purchasing, licensing, installing, accessing, or using any Northstar Products, Software, or Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by these Terms. If Customer does not agree to these Terms in their entirety, Customer must not use, access, or install any Northstar Products, Software, or Services.
The individual accepting these Terms on behalf of Customer represents and warrants that such individual has the legal authority to bind Customer to these Terms. If such individual does not have the requisite authority, such individual shall not accept these Terms or use any Northstar Products, Software, or Services.
Northstar reserves the right to modify, update, or amend these Terms at any time upon thirty (30) days’ written notice to Customer. Continued use of Products, Software, or Services following the effective date of any amendment shall constitute acceptance of the modified Terms. Material changes to warranty, liability, or pricing provisions shall require affirmative written consent from Customer.
In the event of conflict between these Terms and any Statement of Work, Master Service Agreement, or other executed agreement between the parties, the following order of precedence shall apply: (a) the executed Master Service Agreement; (b) the applicable Statement of Work or Order Form; (c) these Terms; (d) Documentation. Specific terms in a higher-priority document shall prevail over general terms in a lower-priority document only to the extent of the conflict.
Subject to Customer’s compliance with these Terms and payment of all applicable fees, Northstar grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely in connection with Northstar hardware products and for Customer’s internal business operations at authorized deployment locations.
Customer shall not, and shall not permit any third party to:
Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on any Software, in whole or in part;
Distribute, sublicense, lease, rent, loan, sell, or otherwise transfer the Software or any license rights to any third party without Northstar’s prior written consent;
Remove, alter, obscure, or deface any proprietary notices, labels, marks, or legends on or in the Software;
Use the Software for any purpose other than the operation of Northstar-supplied or Northstar-approved hardware in authorized entertainment, attraction, or show-control deployments;
Use the Software in any safety-critical application, life-safety system, or ride control system unless the Software has been expressly certified by Northstar in writing for such specific use case;
Benchmark, publish performance comparisons, or conduct competitive analysis of the Software without Northstar’s prior written consent;
Deploy the Software on non-Northstar hardware, virtual machines, emulators, or cloud environments unless expressly authorized in the applicable license agreement;
Attempt to circumvent any license key, hardware dongle, activation mechanism, node-lock, or other licensing enforcement technology embedded in the Software.
Software licenses may be issued as node-locked licenses tied to specific Polaris or Bridge hardware serial numbers, site licenses tied to a specific physical deployment location, or enterprise licenses covering multiple sites under a single Customer account. License activation requires network connectivity to Northstar’s license management infrastructure or the use of an offline activation key provided by Northstar. Customers shall ensure that license activations remain within the scope authorized under the applicable order.
The Software may incorporate third-party open-source or commercial components subject to their own license terms. A list of such components and their respective license terms is available in the Documentation and the Software’s “About” or “License Information” section. Customer agrees to comply with all applicable third-party license terms.
Northstar hardware Products, including Polaris nodes, Bridge controllers, and associated modules, are designed and manufactured for use in professional entertainment, show-control, AV integration, and themed entertainment applications. Customer shall use the hardware Products only for their intended purposes and in accordance with the applicable Documentation and installation guidelines.
Customer shall not:
Open, disassemble, modify, repair, or tamper with any Northstar hardware unless expressly authorized in writing by Northstar or performed by a Northstar-certified technician;
Operate hardware outside of the environmental specifications published in the applicable product datasheet, including temperature, humidity, altitude, vibration, and ingress protection ratings;
Use Northstar hardware in conjunction with power supplies, network equipment, or ancillary devices that do not meet the specifications set forth in the Documentation;
Deploy hardware in explosive atmospheres, hazardous locations (as classified under NEC, ATEX, or IECEx standards), or environments requiring intrinsically safe equipment, unless the specific hardware model has been certified for such use;
Use Northstar hardware as a safety interlock, emergency stop controller, ride safety system, or life-safety system unless the product has been expressly rated, tested, and certified for safety-critical applications by Northstar in writing.
All Northstar hardware shall be installed in accordance with the applicable installation manual, technical bulletin, and site preparation guide. Installations must comply with all applicable local, regional, and national electrical codes, building codes, and safety regulations. Northstar recommends that all installations be performed by Northstar-certified installation partners. Installations performed by non-certified personnel may void the hardware warranty as set forth in the Northstar Warranty Policy (NSS-LEGAL-WTY-001).
All Intellectual Property rights in and to the Products, Software, Documentation, firmware, schematics, protocols, algorithms, trade secrets, and any improvements, modifications, or derivative works thereof, whether created before or during the term of any agreement with Customer, are and shall remain the sole and exclusive property of Northstar. No title to or ownership of any Intellectual Property is transferred to Customer under these Terms.
As between the parties, Customer retains all rights, title, and interest in Customer’s show data, cue files, media assets, configurations, and other content created by Customer using the Software (“Customer Data”). Customer grants Northstar a limited, non-exclusive license to access, process, and store Customer Data solely as necessary to provide the Products and Services.
If Customer provides Northstar with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Products, Software, or Services (“Feedback”), Customer hereby assigns to Northstar all right, title, and interest in and to such Feedback. Northstar shall be free to use, incorporate, and commercialize any Feedback without restriction, attribution, or compensation to Customer.
Customer is responsible for:
Ensuring that all Authorized Users are adequately trained in the operation of the Products and Software prior to use in production environments;
Maintaining current and accurate registration and account information with Northstar;
Implementing and maintaining appropriate security measures, including network segmentation, access controls, firewalls, and physical security, to protect Northstar Systems from unauthorized access;
Creating and maintaining regular backups of all Customer Data, show files, system configurations, and project archives;
Promptly notifying Northstar of any known or suspected security breach, unauthorized access, or system compromise affecting Northstar Products or Software;
Complying with all applicable laws, regulations, codes, and industry standards in connection with the use of the Products and Services.
Customer is solely responsible for providing and maintaining a network infrastructure that meets or exceeds the requirements specified in the applicable Northstar network design guide, including but not limited to managed Ethernet switches with IGMP snooping, quality of service (QoS) configuration, VLAN segmentation, multicast routing, bandwidth allocation, and latency requirements. Northstar shall not be liable for system performance issues caused by inadequate, improperly configured, or shared network infrastructure.
Customer acknowledges that Northstar show-control systems may be deployed in entertainment environments where system operation affects the experience and safety of guests and performers. Customer shall implement all required safety interlocks, emergency stop circuits, personnel clearance procedures, and operational safety protocols in accordance with applicable industry standards, including but not limited to ASTM F24, NFPA 1, OSHA regulations, and local entertainment licensing requirements. Northstar Products are not designed or intended to serve as the sole or primary safety system for any attraction or venue.
Customer shall not use, and shall ensure that no Authorized User uses, any Northstar Products, Software, or Services:
For any illegal, fraudulent, or unauthorized purpose;
In any manner that could damage, disable, overburden, or impair any Northstar system, server, or infrastructure;
To develop competing products, services, or technologies;
In any application that could result in death, personal injury, or severe property damage where the Products or Software have not been expressly approved for such use;
To transmit or introduce viruses, malware, ransomware, or any other harmful or malicious code;
To interfere with, disrupt, or gain unauthorized access to other customers’ systems, data, or networks;
In any manner that violates applicable export control laws, trade sanctions, or embargo regulations;
To process, store, or transmit protected health information (PHI), payment card data (PCI), or classified government information unless expressly authorized in a separate written agreement.
Northstar will use commercially reasonable efforts to maintain the availability and reliability of its cloud-based services, remote monitoring platforms, and license management infrastructure. However, Northstar does not guarantee uninterrupted, error-free, or continuous operation of any Product, Software, or Service. Scheduled maintenance windows will be communicated in advance where practicable.
System performance is dependent upon numerous factors outside of Northstar’s control, including but not limited to Customer’s network infrastructure, power quality, environmental conditions, Field Device performance, third-party integrations, and operator actions. Northstar provides performance specifications and benchmarks for informational purposes and does not guarantee specific performance outcomes in production environments.
Northstar endeavors to maintain backward compatibility across Software releases within the same major version. However, major version upgrades, new hardware platforms, and deprecated protocols may introduce breaking changes. Northstar will provide advance notice and migration guidance for any changes that materially affect existing deployments.
Northstar warrants its Products and Software in accordance with the terms and conditions set forth in the Northstar Warranty Policy (NSS-LEGAL-WTY-001), which is incorporated herein by reference. The Warranty Policy constitutes the sole and exclusive warranty provided by Northstar with respect to its Products and Software.
EXCEPT AS EXPRESSLY SET FORTH IN THE NORTHSTAR WARRANTY POLICY, ALL PRODUCTS, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NORTHSTAR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NORTHSTAR DOES NOT WARRANT THAT THE PRODUCTS, SOFTWARE, OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NORTHSTAR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, ATTRACTION DOWNTIME, GUEST EXPERIENCE DEGRADATION, SHOW CANCELLATION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE ANY PRODUCTS, SOFTWARE, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NORTHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NORTHSTAR’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NORTHSTAR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) [AMOUNT TO BE DETERMINED BASED ON CONTRACT VALUE]. THIS LIMITATION SHALL APPLY REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OF ACTION.
The limitations and exclusions set forth in this Section 10 shall apply even if any limited remedy set forth herein fails of its essential purpose. The parties acknowledge that these limitations and exclusions reflect the agreed-upon allocation of risk between the parties and form an essential basis of the bargain between Northstar and Customer.
Customer shall indemnify, defend, and hold harmless Northstar and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s breach of these Terms; (b) Customer’s misuse or unauthorized use of the Products, Software, or Services; (c) Customer’s negligent or willful acts or omissions; (d) any claim by a third party arising from Customer’s use of the Products, Software, or Services; or (e) Customer’s failure to comply with applicable laws, regulations, or safety standards.
Northstar shall indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that Customer’s authorized use of the Products or Software as permitted under these Terms directly infringes a valid United States patent, copyright, or registered trademark, provided that: (a) Customer promptly notifies Northstar in writing of such claim; (b) Customer grants Northstar sole control of the defense and any settlement negotiations; and (c) Customer provides reasonable cooperation and assistance at Northstar’s expense. Northstar’s obligations under this Section shall not apply to claims arising from unauthorized modifications, combinations with non-Northstar products, or use not in accordance with the Documentation.
Support and maintenance services are provided in accordance with the applicable support tier and the terms of the Northstar Support Policy (NSS-LEGAL-SUP-001), which is incorporated herein by reference. Customers must maintain an active support agreement to receive Software updates, security patches, firmware releases, and technical support. End-of-life and end-of-support policies are governed by the Support Policy.
Northstar may, from time to time and at its sole discretion, release Software updates, patches, hotfixes, and new versions. Updates categorized as security patches or critical bug fixes will be made available to all customers with active support agreements. Feature updates and major version releases may require additional licensing fees. Northstar shall provide reasonable advance notice of any updates that may affect system operation.
Customer is responsible for applying Software updates in a timely manner. Northstar shall have no obligation to provide support for Software versions that are more than two (2) major releases behind the current production release or that have reached end-of-life status as published in the Northstar product lifecycle schedule.
Northstar may collect system telemetry, diagnostic data, usage analytics, error logs, and performance metrics from deployed Systems in accordance with the Northstar Privacy Policy (NSS-LEGAL-PP-001). Such data collection is used to improve product quality, identify issues, and provide support services.
Customer retains ownership of all Customer Data. Northstar shall implement commercially reasonable administrative, technical, and physical safeguards to protect Customer Data in its possession or control. Northstar shall not access Customer Data except as necessary to provide the Products and Services or as directed by Customer.
The collection, use, storage, and processing of personal data is governed by the Northstar Privacy Policy (NSS-LEGAL-PP-001), which is incorporated herein by reference.
Certain support services may require Northstar to remotely access Customer’s Systems via secure VPN, remote desktop, or other approved remote access methods. Customer shall provide the necessary network access, credentials, and connectivity to enable remote support. Customer retains the right to revoke remote access at any time, provided that doing so may limit Northstar’s ability to provide timely support.
All remote access sessions shall be conducted using encrypted connections and in accordance with Northstar’s information security policies. Northstar will log all remote access sessions, including date, time, duration, and actions performed. Logs will be available to Customer upon request.
These Terms shall remain in effect for so long as Customer uses any Northstar Products, Software, or Services, unless earlier terminated in accordance with this Section.
Either party may terminate these Terms upon ninety (90) days’ prior written notice to the other party. Termination shall not relieve Customer of any obligation to pay fees accrued prior to the effective date of termination.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial part of its assets; or (c) ceases to do business in the ordinary course.
Upon termination: (a) all licenses granted hereunder shall immediately terminate; (b) Customer shall cease all use of the Software and return or destroy all copies; (c) Customer shall pay all outstanding fees and charges; (d) each party shall return or destroy the other party’s Confidential Information; and (e) Sections that by their nature should survive termination, including but not limited to Sections 5, 9, 10, 11, and 17, shall survive.
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only for the purposes contemplated by these Terms. Confidential Information shall be protected with at least the same degree of care that the receiving party uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is disclosed with the prior written consent of the disclosing party.
These Terms shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions. [LEGAL REVIEW REQUIRED: Specify governing jurisdiction.]
Any dispute arising out of or relating to these Terms shall be resolved as follows: (a) the parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days; (b) if negotiation fails, the parties shall submit the dispute to binding mediation administered by [MEDIATION BODY] in accordance with its rules; (c) if mediation fails, the dispute shall be resolved by binding arbitration administered by [ARBITRATION BODY] in [CITY, STATE], in accordance with its commercial arbitration rules. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including without limitation the unauthorized disclosure of Confidential Information or infringement of Intellectual Property rights.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond such party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, embargoes, sanctions, strikes, labor disputes, fire, flood, earthquake, power failures, internet or telecommunications failures, supply chain disruptions, semiconductor shortages, or shipping delays. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected portion of the agreement upon written notice.
Customer acknowledges that the Products and Software may be subject to export control laws and regulations of the United States and other jurisdictions, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer shall not export, re-export, or transfer any Products, Software, or technical data in violation of applicable export control laws. Customer represents and warrants that Customer is not located in, or a national or resident of, any country subject to U.S. trade sanctions or embargoes, and is not listed on any U.S. government restricted party list.
These Terms, together with all Statements of Work, Order Forms, the Privacy Policy, the Warranty Policy, the Support Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. No failure or delay in exercising any right or remedy shall constitute a waiver thereof.
Customer shall not assign or transfer these Terms or any rights or obligations hereunder without Northstar’s prior written consent. Northstar may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be void.
All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified in the applicable agreement or to such other address as a party may designate in writing.
The parties are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.
These Terms do not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.
These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.
DOCUMENT CROSS-REFERENCES:
Northstar Privacy Policy (NSS-LEGAL-PP-001)
Northstar Warranty Policy (NSS-LEGAL-WTY-001)
Northstar Support Policy (NSS-LEGAL-SUP-001)
Northstar Master Service Agreement (NSS-LEGAL-MSA-001)
Northstar Partner Agreement (NSS-LEGAL-PA-001)
CLIENT / COUNTERPARTY
Signature: ____________________________
Signature: ____________________________
Name: ________________________________
Name: ________________________________
Title: _________________________________
Title: _________________________________
Date: _________________________________
Date: _________________________________
Reach our legal team at legal@northstarshowsystems.com.