End User License Agreement

This End User License Agreement ("EULA") is a legal agreement between you ("User" or "you") and CueSync("we," "us," or "our") governing your use of the CueSyncdesktop application ("Software").

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.

CueSync is a trading name. The licensor under this EULA is:

• Legal entity: to be confirmed — write to contact@cuesync.live
• Address: to be confirmed — write to contact@cuesync.live
• Registration: to be confirmed — write to contact@cuesync.live
• Country of establishment: to be confirmed — write to contact@cuesync.live
• Email: contact@cuesync.live

References to "we," "us," and "our" in this EULA mean that entity. Payments for a Subscription are collected by Paddle.com Market Ltd as Merchant of Record; the licence described here is granted by the entity named above.

• "Software" — the CueSync desktop application, including all updates and related documentation
• "License Key" — the unique identifier in the format CSYNC-XXXX-XXXX-XXXX-XXXX issued to you upon subscription
• "Device" — a physical or virtual computer on which the Software is installed and activated
• "License Token" — a cryptographically signed token issued by our servers to validate your license on a specific device
• "Subscription" — your active, paid access to the Software through one of our editions (DJ, Theatre, or Production)

Subject to the terms of this EULA and your active Subscription, we grant you a limited, non-exclusive, non-transferable, revocable license to install the Software on the number of Devices your plan entitles you to, and to use it for live output on the number of those Devices simultaneously permitted by your plan, as set out below.

• DJ: install on 2 Devices, with 1 driving live output at a time
• Theatre: install on 2 Devices, with 1 driving live output at a time
• Production: install on 2 Devices, with 1 driving live output at a time
• Team licences: install on 3 Devices, with all 3 permitted to drive live output at the same time

Your account portal shows your entitlement and how many activations are in use, and that display reads the same figure this list does. If we raise an edition's entitlement, the higher figure applies to you from the moment it takes effect on our servers.

Each Subscription allows activation on the number of Devices set out in the License Grant above. When you activate the Software on a Device, a SHA-256 hash of a unique device identifier is stored on our servers. The raw device identifier is never transmitted or stored.

Deactivating a Device frees its seat immediately. A Device you deactivated and later want to use again needs a free seat at that point, on the same terms as any other Device.

To activate on a new Device when you have reached the maximum, you must first deactivate the Software on an existing Device. You can manage your active devices through the account portal at https://www.cuesync.live/account or through the desktop application.

The Software uses Ed25519 digital signatures to verify License Tokens. A token is issued when you activate, and the Software renews it in the background every few hours whenever it can reach our servers. You are not asked to do anything for this, and a renewal that fails is retried rather than acted on immediately.

If the Software cannot reach us at all, it keeps running on the token it holds for the length of the offline grace window: seven days on a subscription, thirty days on a lifetime licence. A validation that fails or cannot be made never interrupts a show that is already running.

Past that window, or if your Subscription has ended, the Software falls back to a restricted mode. In restricted mode the application still starts and you can still look through your shows, but cue output is disabled — cues move in the interface and send nothing to your connected equipment — and editing and project actions prompt you to resubscribe instead of running. Restoring or renewing your Subscription lifts the restriction at the next successful validation.

You may not:

• Copy, modify, or distribute the Software or any portion thereof
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Share, sell, sublicense, lease, or lend your License Key to any third party
• Use the Software to develop a competing product or service
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Circumvent, disable, or interfere with the license validation or device-limit mechanisms
• Use the Software in any manner that violates applicable laws or regulations

CueSync retains all rights, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. This EULA does not grant you any rights to our trademarks or service marks.

You retain ownership of all show files, cue lists, configurations, venue profiles, and other creative content you produce using the Software.

We may release updates, patches, or new versions of the Software from time to time. Updates may include bug fixes, performance improvements, new features, or security patches. While we recommend keeping the Software up to date, updates are not mandatory.

Major version upgrades may require a separate purchase or subscription change. We will communicate any such changes in advance.

The Software requires an active Subscription to function fully. When your Subscription expires or is canceled:

• Your License Token will not be renewed at the next validation cycle
• The Software will enter a restricted mode once the current token expires
• Your show files and configurations stay on your computer, readable and openable — see License Validation & Offline Use above

To restore full functionality, you must reactivate your Subscription.

If you are a consumer — licensing the Software outside your trade, business or profession — you have rights under the law of your own country that this EULA cannot take away, and nothing here is intended to affect them.

In the European Union, Directive (EU) 2019/770 requires digital content to conform to the contract and gives you remedies where it does not: to have it brought into conformity, and failing that a price reduction or termination with a refund. In the United Kingdom, the Consumer Rights Act 2015 requires digital content to be of satisfactory quality, fit for any purpose you made known to us, and as described, with comparable remedies. Other countries give consumers equivalent protections.

The two sections that follow apply only so far as the law applicable to you permits. Where that law makes a term unenforceable against a consumer, that term does not apply to you and the rest of this EULA continues to apply.

Subject to Your Statutory Rights above and to the first paragraph of Limitation of Liability below, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, to the fullest extent the law applicable to you allows. CueSync DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

Without limiting the foregoing, CueSync makes no guarantees regarding the accuracy of beat detection, the timing precision of automation triggers, or the compatibility with specific third-party hardware or software configurations.

Nothing in this EULA limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Everything else in this section is subject to that.

Subject to the paragraph above, IN NO EVENT SHALL CueSync BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR EQUIPMENT DAMAGE, LIVE PERFORMANCE FAILURES, LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION.

Subject to the first paragraph of this section, CueSync'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You acknowledge that the Software is used in live performance environments, and you are responsible for testing your configuration before an event and for maintaining backup systems, as you would be for any other component of a show.

This EULA is effective until terminated. It will terminate automatically if you fail to comply with any term of this EULA or if your Subscription is canceled.

Upon termination, you must cease all use of the Software and delete all copies from your Devices. Termination does not affect any rights or obligations that accrued prior to termination.

That obligation is about the Software. Your show files, cue lists, venue profiles and other content you created are yours, are not copies of the Software, and you are not required to delete them.

You agree to comply with all applicable export and re-export control laws and regulations. You may not export or re-export the Software to any country, entity, or person to which such export is restricted by law.

This EULA, and any dispute arising out of it or out of your use of the Software, is governed by to be confirmed — write to contact@cuesync.live, and the courts there have jurisdiction.

If you are a consumer resident in the European Union or the United Kingdom, that choice takes nothing away from you: you keep the protection of the mandatory consumer law of your country of residence, you may bring proceedings against us in the courts of that country, and we will bring any proceedings against you there.

Please write to us at contact@cuesync.live before starting formal proceedings, so we can try to resolve the matter directly. That step is not a precondition to your going to court and does not pause any time limit that applies to your claim. The dispute-resolution section of our Terms of Service sets out the same route in more detail.

This EULA constitutes the entire agreement between you and CueSync regarding the Software and supersedes all prior agreements and understandings relating to the Software.

If any provision of this EULA is found to be unenforceable, the remaining provisions will continue in full force and effect. The failure of CueSync to enforce any provision shall not constitute a waiver of that provision.

For questions about this EULA, contact us at contact@cuesync.live.