Software Licensing, Hardware Usage, and Service Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between the customer (“Customer,” “you,” or “your”) and Northstar Show Systems, LLC (“Northstar,” “NSS,” “we,” “our,” or “us”), governing the purchase, licensing, and use of all Northstar hardware products, software applications, firmware, cloud services, and professional services. By purchasing, installing, accessing, or using any Northstar product or service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you may not use Northstar products or services.
Subject to payment of applicable license fees and compliance with these Terms, Northstar grants Customer a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the purchased version of the Software solely for Customer’s internal business operations in connection with Northstar Hardware.
| License | Scope | Transferable | Includes Updates |
|---|---|---|---|
| HelmOS Suite (Site License) | HelmOS + Cuemaster + NorthLink for one Site | No | 12 months from purchase |
| Compose (Per-Seat License) | One installation on one computer | No | 12 months from purchase |
Customer shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) modify, adapt, or create derivative works of the Software; (c) sublicense, rent, lease, or lend the Software to any third party; (d) remove or alter any proprietary notices, labels, or marks; (e) use the Software to develop a competing product; (f) circumvent any technical protection measures; (g) use the Software on Hardware not manufactured or authorized by Northstar.
Certain Software components include open-source software governed by their respective licenses (e.g., Node.js, Express, Arduino core libraries). A list of open-source components and their licenses is available upon request. Nothing in these Terms restricts or limits rights granted under applicable open-source licenses.
Upon full payment, Customer acquires ownership of the physical Hardware. Hardware ownership does not include any license to the Software installed on the Hardware, which is governed by Section 3.
Customer shall not: (a) modify, alter, or tamper with Hardware circuitry, firmware, or factory configuration beyond documented user-configurable settings; (b) remove or deface serial numbers, labels, or hardware identification marks; (c) use Hardware in environments exceeding published operating specifications (temperature, humidity, power requirements); (d) connect Hardware to networks or systems in a manner that could compromise the security or integrity of the TrueNorth network or Northstar’s systems.
Hardware warranty terms are governed by the Northstar Warranty Policy (NSS-LEGAL-WTY-001), which is incorporated into these Terms by reference.
Access to the Customer Portal is governed by role-based access control. Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer’s accounts. Customer shall immediately notify Northstar of any unauthorized use of Customer’s accounts or any other security breach.
Portal account roles, permissions, and access gates are defined in the Portal Roles and Permissions Guide (NSS-PORTAL-ROLES-001).
All intellectual property rights in and to the Hardware designs, Software, firmware, documentation, APIs, branding, trade secrets, and proprietary technology are and shall remain the exclusive property of Northstar. These Terms do not grant Customer any ownership interest in Northstar’s intellectual property.
Customer retains all ownership rights in Customer-created content, including audio files, video clips, creative assets, and venue-specific branding used in Show Files. Show File configurations (nodes.json) created by Northstar are derivative works of Northstar’s proprietary technology and are licensed to Customer for use on the specific Site deployment covered by the applicable Statement of Work.
Any feedback, suggestions, or improvement ideas submitted by Customer regarding Northstar products or services become the property of Northstar without any obligation of compensation or attribution.
Northstar’s collection, use, and protection of Customer data is governed by the Northstar Privacy Policy (NSS-LEGAL-PP-001). By using Northstar products and services, Customer acknowledges and agrees to the data practices described in the Privacy Policy.
Northstar Hardware may collect and transmit telemetry data (device status, uptime, firmware version, error logs) to Northstar’s systems for the purposes of product improvement, proactive support, and system health monitoring. This telemetry does not include Customer content (audio, video, show programming) or personally identifiable information.
Support services are governed by the Northstar Support Policy (NSS-LEGAL-SUP-001). Customer’s support tier (Standard, Professional, Enterprise, or Mission Critical) determines response time SLAs, communication channels, and service entitlements. Support tier selection and management is available through the Customer Portal.
All fees are stated in United States Dollars (USD) and are exclusive of taxes, duties, and shipping charges. Customer shall pay all applicable sales tax, use tax, value-added tax, or other governmental charges. Payment terms are Net 30 from invoice date unless otherwise specified in a Statement of Work. Late payments are subject to a finance charge of 1.5% per month (18% annually) on the outstanding balance.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHSTAR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO NORTHSTAR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.2 IN NO EVENT SHALL NORTHSTAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF NORTHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) NORTHSTAR’S INDEMNIFICATION OBLIGATIONS; (B) EITHER PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; (C) LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Northstar shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Software, as provided by Northstar and used in accordance with these Terms, infringes any valid United States patent, copyright, or trademark. Customer shall indemnify Northstar from claims arising from Customer’s misuse of products, unauthorized modifications, or Customer-created content.
These Terms are effective upon Customer’s first purchase or use of any Northstar product and continue until terminated. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice. Upon termination, all Software licenses terminate, Customer shall cease all use of Software, and Customer shall return or destroy all copies of Software and documentation. Hardware ownership is not affected by termination.
Customer shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR). Customer shall not export, re-export, or transfer Northstar products to any prohibited destination, entity, or individual without proper government authorization.
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law provisions. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in Orlando, Florida, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
Entire Agreement. These Terms, together with all referenced policies and any applicable Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party.
Assignment. Customer may not assign these Terms without Northstar’s prior written consent. Northstar may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.
Force Majeure. Neither party shall be liable for delays or failures due to causes beyond reasonable control, including natural disasters, pandemics, government actions, supply chain disruptions, or utility failures.
Notices. All notices shall be in writing and delivered to the addresses specified in the applicable agreement.
DOCUMENT CROSS-REFERENCES:
Reach our legal team at legal@northstarshowsystems.com.