End User License Agreement

1

SOFTWARE AND SCOPE

"Cue Control" means the Proseniq Cue Control software, its executable files, components, documentation, updates and associated license-management software. This Agreement applies worldwide to Cue Control unless a separate written agreement signed by the Publisher expressly applies instead.

Cue Control is show-control and media-playback software for workflows including audio, video, images, cue playback, scripts, MIDI, OSC, MTC, Art-Net and related interfaces. It is not a certified safety system and is not represented as fail-safe, error-free or suitable as the sole control layer for safety-critical operations.

Where Cue Control PRO is purchased through Gumroad, Gumroad acts as Merchant of Record for the sale and related payment/tax transaction processing. Proseniq remains the Publisher/licensor of Cue Control and grants the software license under this Agreement, subject to mandatory law and any purchase terms presented at the point of sale.

2

LICENSE GRANT

Subject to payment, valid activation where required, and compliance with this Agreement, the Publisher grants the lawful license holder a limited, non-exclusive, non-transferable and non-sublicensable right to install and use Cue Control within the edition, device and activation limits purchased or otherwise granted, except to the extent that a transfer/resale right cannot lawfully be restricted under applicable mandatory law.

The software is licensed, not sold. No intellectual-property ownership is transferred. Rights not expressly granted are reserved.

3

ACTIVATION AND DEVICE LIMITS

Cue Control PRO may require online activation and may be limited to a specified number of simultaneously activated computers. The license holder is responsible for deactivating a computer before transferring an activation where the product provides that mechanism.

Activation systems may process technical identifiers required to issue and verify a machine-bound license. Privacy information supplied with the software and the applicable online privacy notice describe this processing in more detail.

4

RESTRICTIONS

Except where mandatory law expressly permits otherwise, you may not:

• share, publish, sell, rent, lease, sublicense or redistribute license keys, activation rights or machine-bound license files;
• circumvent, disable, manipulate or interfere with activation, licensing, access-control or copy-protection mechanisms;
• distribute Cue Control or material portions of it as your own product;
• reverse engineer, decompile or disassemble Cue Control except to the limited extent that such activity cannot lawfully be prohibited;
• use the software in violation of applicable law or third-party rights.

This clause does not restrict rights that applicable mandatory law grants to you and that cannot contractually be excluded.

5

PROFESSIONAL LIVE USE AND OPERATIONAL RESPONSIBILITY

Cue Control is intended primarily for professional or technically skilled users. Live-production software can fail because of software defects, operating-system behavior, drivers, codecs, computer hardware, storage, networks, power loss, third-party devices, user configuration, media defects or other conditions.

Before professional, commercial, live, venue, theatre, broadcast, touring, installation or event use, the operator is responsible for taking reasonable professional precautions appropriate to the production, including where applicable:

• testing the exact project, media, computer, interfaces and output devices;
• conducting adequate rehearsal and cue verification;
• maintaining current backups of project and media files;
• providing appropriate redundancy, spare equipment or alternative playback;
• maintaining a practical manual or technical fallback for show-critical cues;
• verifying audio, video, network, MIDI, OSC, MTC and Art-Net routing;
• preventing untested software, driver or operating-system changes immediately before or during a production;
• ensuring that qualified personnel supervise operation where appropriate.

These responsibilities do not exclude or reduce any mandatory liability of the Publisher that cannot lawfully be limited.

5A

BETA / PRE-RELEASE SOFTWARE

If the software identifies itself as a Beta, preview, test or other pre-release build, it is supplied primarily for evaluation and testing and may contain known or unknown defects. A Beta/pre-release build is not recommended as the sole production system for a live event. A user who chooses to use a Beta/pre-release build in production should maintain an independently tested stable fallback, backup project/media and a practical recovery procedure. This warning does not exclude or reduce any mandatory liability that cannot lawfully be limited.

6

NOT FOR SAFETY-CRITICAL OR HIGH-RISK CONTROL

Cue Control is not designed, tested or certified as a safety-critical, emergency, life-safety or fail-safe control system.

Cue Control must not be relied upon as the sole or primary safety control for any application where software failure, delayed execution, unintended execution or loss of control could reasonably cause death, personal injury, significant physical property damage or environmental harm. This includes, by way of example, life-safety systems, emergency shutdown systems, machinery or motion control, rigging or lifting systems, pyrotechnics, hazardous effects, or other high-risk systems requiring certified safety controls.

Where Cue Control is used alongside such systems for non-safety functions, the user must ensure that independent certified safety systems, interlocks and procedures remain effective.

7

THIRD-PARTY SYSTEMS AND COMPATIBILITY

Cue Control depends on and may communicate with third-party operating systems, hardware, drivers, codecs, media formats, browsers, networks, protocols and other software. The Publisher does not control those third-party systems and cannot guarantee continuing compatibility, availability, timing behavior or performance after third-party updates or configuration changes.

References to third-party products, brands or protocols are for identification and interoperability purposes only and do not imply sponsorship, affiliation or endorsement.

8

BACKUPS, PROJECT DATA AND MEDIA

The user is responsible for retaining independent copies of project files, media and configuration data. Cue Control may create, convert, copy, rename, reference or package media files as part of normal operation. The user should verify exported projects and backups before relying on them for a production.

The Publisher does not undertake to provide archival storage, recovery or reconstruction of user projects or media.

9

WARRANTY DISCLAIMER

CONSUMER NOTICE: Nothing in this Section removes or restricts statutory conformity rights, mandatory warranties, mandatory update obligations or other consumer remedies that applicable law does not permit to be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUE CONTROL IS PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE".

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PUBLISHER DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES NOT EXPRESSLY GIVEN IN A SEPARATE WRITTEN AGREEMENT, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPATIBILITY, UNINTERRUPTED AVAILABILITY AND ERROR-FREE OPERATION.

THE PUBLISHER DOES NOT WARRANT THAT EVERY CUE WILL EXECUTE AT A PARTICULAR TIME, THAT PLAYBACK WILL NEVER DROP OUT, THAT SYNCHRONIZATION WILL BE FRAME-ACCURATE IN EVERY ENVIRONMENT, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH EVERY HARDWARE, DRIVER, CODEC, NETWORK OR THIRD-PARTY SYSTEM.

This Section does not exclude any statutory warranty, conformity obligation or consumer right that applicable law does not permit to be excluded.

10

LIMITATION OF LIABILITY - MANDATORY CARVE-OUTS

Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited. Depending on the applicable law, this may include liability for fraud or fraudulent misrepresentation, wilful misconduct, intentional harm, gross negligence where non-waivable, death or personal injury caused by negligence where non-waivable, mandatory product liability, and mandatory consumer rights and remedies.

Any limitation in this Agreement must be interpreted only to the maximum extent permitted by the law applicable to the particular claim.

11

PROFESSIONAL / BUSINESS USERS - EXCLUSION OF ECONOMIC AND CONSEQUENTIAL LOSS

If you acquire or use Cue Control wholly or mainly for a trade, business, profession, commercial production, event, venue, broadcast, installation or other professional purpose, then, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Publisher shall not be liable for indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for financial or economic loss that is not recoverable under mandatory law, including without limitation:

• loss of profit, revenue, income, fees, savings, business or opportunity;
• loss of contracts, customers, bookings or sponsorship;
• cancellation, interruption, delay, degradation or failure of a show, event, performance, production, broadcast, rehearsal, installation or tour;
• costs of replacement staff, technicians, performers, equipment, software, transport, accommodation, venue hire, production, rescheduling or re-running an event;
• contractual penalties, liquidated damages or amounts payable to customers, venues, promoters, artists, suppliers or other third parties;
• reputational loss, loss of goodwill or loss of anticipated commercial benefit;
• loss, corruption or reconstruction cost of projects, media, configuration or other data;
• downtime, loss of use, playback interruption, cue timing errors, synchronization errors, MIDI/OSC/MTC/Art-Net failures, audio or video failure, network failure or third-party system failure;
• claims by third parties arising from the user's production or contractual commitments, except to the extent such liability cannot lawfully be excluded.

This Section specifically includes PURE ECONOMIC OR FINANCIAL LOSS ("Vermögensschäden") to the extent such loss may lawfully be excluded or limited under the applicable law.

12

PROFESSIONAL / BUSINESS USERS - AGGREGATE LIABILITY CAP

Where liability to a professional or business user may lawfully be limited but not excluded, the Publisher's total aggregate liability arising out of or in connection with Cue Control, whether in contract, tort (including negligence), statute or otherwise, shall, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, not exceed:

(a) the total amount actually paid to the Publisher for the affected Cue Control license during the twelve months immediately preceding the event giving rise to the claim; or

(b) for a perpetual or one-time license for which no amount was paid during that twelve-month period, the original purchase price actually paid for the affected license.

If Cue Control was lawfully supplied without charge, this Section does not create a monetary liability where liability is otherwise lawfully excluded; any liability that cannot be excluded or limited remains governed by mandatory law.

The limitations in this Section do not apply to liabilities listed in Section 10 to the extent they cannot lawfully be limited.

13

CONSUMERS

If you are a consumer, mandatory consumer-protection law applicable in your country or place of residence remains unaffected. Nothing in Sections 9, 11 or 12 removes or restricts a statutory right or remedy that cannot lawfully be waived, including rights relating to conformity of digital content, statutory warranties, repair or correction, price reduction, termination, refund or compensation where applicable.

Any clause that would be unfair, invalid or unenforceable against a consumer shall apply only to the maximum extent lawfully permitted or, where required, shall not apply to that consumer.

14

REFUNDS, WITHDRAWAL RIGHTS AND DIGITAL DELIVERY

Refunds, cancellation and withdrawal rights are governed by the terms presented at the point of sale, the payment or distribution platform where applicable, and mandatory law.

Nothing in this Agreement removes a mandatory statutory refund, withdrawal or remedy right. Where applicable law allows a consumer's withdrawal right for digital content to end after immediate performance begins, that right is lost only where the legally required prior express consent, acknowledgement and confirmation have been obtained.

Activation by itself does not waive a mandatory statutory right unless the law applicable to the transaction expressly permits that result and all required conditions have been satisfied.

15

SUPPORT, UPDATES AND PRODUCT LIFECYCLE

Unless separately agreed in writing, the license does not include a guaranteed service level, response time, maintenance period or uninterrupted support service. Feature updates, optional upgrades and new versions may be provided at the Publisher's discretion. This does not affect any mandatory obligation to provide updates, including security or conformity updates, for the period required by applicable law.

A reference to "lifetime" updates or access, if used in product materials, means the commercially supported lifetime of the applicable Cue Control product or product line and does not guarantee operation on future hardware, operating systems or third-party platforms indefinitely, except where mandatory law requires otherwise.

16

SUSPENSION AND TERMINATION

The Publisher may suspend activation services or terminate contractual license rights for fraud, unauthorized license sharing, deliberate activation circumvention, unlawful use, chargeback after valid supply, or other material breach, subject to mandatory law and any applicable consumer rights.

Termination does not affect rights or liabilities that accrued before termination. Provisions concerning intellectual property, warranty disclaimers, liability, governing law and other provisions intended by their nature to survive shall survive termination to the extent permitted by law.

17

GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of Spain, without prejudice to mandatory rules of the country or jurisdiction whose law must apply to you notwithstanding this choice.

For users acting in the course of a trade, business or profession, and to the extent a forum-selection clause is legally enforceable, the courts having territorial jurisdiction over the Publisher in Cádiz, Spain shall have exclusive jurisdiction over disputes arising from this Agreement or Cue Control.

For consumers, nothing in this Section deprives the consumer of the protection of mandatory law or of any court jurisdiction that applicable consumer law requires or permits.

18

SEVERABILITY AND INTERPRETATION

If any provision of this Agreement is held invalid, unlawful or unenforceable, it shall be applied to the maximum extent legally permitted or severed to the minimum extent necessary, and the remaining provisions shall continue in effect where legally possible.

Headings are for convenience only. Examples introduced by words such as "including" or "for example" are illustrative and not exhaustive.

19

ENTIRE AGREEMENT AND CHANGES

This Agreement, together with any purchase terms expressly incorporated at the point of sale and the applicable privacy notice, constitutes the general terms for use of Cue Control unless a separate written agreement signed by the Publisher applies.

A later version of this Agreement does not retroactively remove rights that have already vested under mandatory law. Where updated terms require renewed consent under applicable law, the Publisher will request that consent before relying on the updated terms.

20

CONTACT

Proseniq™ / Heinz Marc Schneider Lugar San Ambrosio 9888 11159 El Palmar (Vejer de la Frontera) Spain Email: info@proseniq.com

END OF AGREEMENT