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End User Licence Agreement
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End User Licence Agreement

Version 1.0


Before purchasing, downloading, installing or using this software, please carefully read the following terms and conditions.  

This End User Licence Agreement (“EULA”) is an agreement between you and Cue Point Technology Ltd of 51 Beauchamp Avenue, Leamington Spa, England, CV32 5TB, UK with Company Number: 13279487 (hereinafter “Cue Point Technology Ltd”, “we”, “us” or “our”). It governs your use of Cue Points software. 

Cue Points may send us certain information as described herein, and this information is governed by our Privacy and Cookie Policy. Permission to use Cue Points is conditional upon your acceptance of this EULA and our Terms of Use. 

By downloading, installing or using Cue Points, you have indicated that you have read and agreed to this EULA, our Privacy and Cookie Policy and our Terms Of Use.

Acceptance will bind you to the Licence terms in a legally enforceable contract with Cue Point Technology Ltd. If you are accepting the terms of this EULA on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this EULA, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this EULA, then Cue Point Technology Ltd is unwilling to Licence Cue Points to you, and you must destroy all copies of Cue Points.

Grant Of Licence 
Conditioned upon your compliance with the terms and conditions of this EULA, Cue Point Technology Ltd grants to you a non-exclusive and non-transferable Licence for a single user to load, install and run one machine readable copy of Cue Points on two computers, solely for your personal or internal business use as stipulated under the relevant terms of your subscription or single licence payment. You may make a single copy of Cue Points for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of Cue Points. Cue Point Technology Ltd reserves all rights in Cue Points not expressly granted to you in this EULA.

Licence Restrictions
Except as expressly and unambiguously permitted by this EULA, you shall not: (a) copy (except in the course of loading or installing) or modify Cue Points, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of Cue Points; (b) transfer, subLicence, rent, lease, lend or otherwise distribute Cue Points to any third party; (c) make the functionality of Cue Points available to multiple users through any means, including, but not limited to, by uploading Cue Points to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service or any other type of services. You acknowledge and agree that portions of Cue Points, including, but not limited to, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Cue Point Technology Ltd. Accordingly, you agree not to reverse engineer, disassemble, decompile, or create any derivative work of Cue Points, in whole or part, or permit or authorise a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.  

Data Collection
To facilitate product support, product development and improvement as well as other services to you and other Cue Point Technology Ltd customers, you agree that Cue Point Technology Ltd may collect certain information about your use of Cue Points as described in our Privacy Policy. 

Ownership Of Software
Your copy of Cue Points is Licenced, not sold. Cue Point Technology Ltd retains ownership of the copyright, title and ownership of Cue Points, including all intellectual property rights therein, regardless of the form or media in or on which the original and other copies may exist. Cue Points is protected by United Kingdom copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on Cue Points as delivered to you.

Access to Cue Points 
Cue Points is protected by digital rights management software (“DRM software”). In such case, you hereby agree, acknowledge and consent to the following regarding the DRM software: (i) the installation of Cue Points will cause the DRM software to be installed on your computer; (ii) the DRM software may limit the number of installations of Cue Points; (iii) the DRM software may install on your computer additional components required for copy protection; and (iv) during the installation and/or the first launch of Cue Points, an online connection may be required to unlock Cue Points through the DRM software. In no event shall Cue Point Technology Ltd be liable in connection with the components that may be installed on your computer by any DRM software.

Licence Key 
You are entitled to install your Licence key on up to two machines you personally use. You agree not to share your Cue Points Licence key with anyone. You agree to only use the Licence key provided directly to you by the Cue Points website and Cue Points technical support. Licence keys are bound to your email address and are not transferable without Cue Points explicit permission. Attempting to transfer your Licence without permission is a violation of this Agreement.

Feedback
If you provide any comments, suggestions or other feedback to Cue Point Technology Ltd with respect to Cue Points, you hereby grant Cue Point Technology Ltd a non-exclusive, perpetual, irrevocable, royalty-free Licence to use any such feedback for any business purpose of Cue Point Technology Ltd.

 Updates
All updates, patches, bug-fixes or sequential versions of Cue Points subsequently provided by Cue Point Technology Ltd shall be considered part of Cue Points and governed by and subject to this Agreement.

Upgrades
If this copy of Cue Points is an upgrade from an earlier version of Cue Points, it is provided to you on a Licence exchange or additional purchase basis. Upon your download, installation and use of this copy of Cue Points, the Licence granted to you for the earlier version of Cue Points will automatically terminate, with or without notice from Cue Point Technology Ltd, and you will promptly destroy or return to Cue Point Technology Ltd all copies of the earlier version of Cue Points in your possession or control.

Your Content
In order to use Cue Points, you must use your own, original content (“Content”). By using your Content in connection with Cue Points, you represent and warrant that you own and/or have all necessary rights to the Content to use it as contemplated by Cue Points.  As between Cue Point Technology Ltd and you, you retain all right, title and interest in your Content, including all intellectual property rights.

Use with Third Party Software and Hardware
In order to use Cue Points, you must do so together with third-party software and hardware, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. Cue Point Technology Ltd does not provide support or guarantee ongoing integration support for products that are not a native part of Cue Points.

No Warranty
Cue Points is provided “as is,” Without warranty of any kind. Cue Point Technology Ltd disclaims all warranties and conditions, either express or implied, relating to Cue Points, including, but not limited to, any implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and any warranties and conditions arising out of course of dealing or usage of trade. Cue Point Technology Ltd does not warrant that Cue Points will be uninterrupted or error-free. No oral or written information or advice obtained from Cue Point Technology Ltd or elsewhere shall create any warranty or condition not expressly stated in this EULA. 

Limitation Of Liability
In no event will Cue Point Technology Ltd be liable to you for any special, indirect, consequential, incidental, exemplary or punitive damages (including damages for loss of business profits, business interruption, loss of data, loss of business information, or other pecuniary loss) or for the cost or procuring substitute products arising out of or in connection with this EULA or the use or performance of Cue Points, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Cue Point Technology Ltd has been advised of the possibility of such loss or damages. In no event will Cue Point Technology Ltd’s total liability to you, from all causes of action and under all theories of liability, exceed the amount paid by you for Cue Points, including any package that includes Cue Points. The foregoing limitations will survive and apply even if any limited remedy specified in this EULA is found to have failed of its essential purpose. You are solely responsible for all work product created using the Cue Points software. Cue Points does not assume any liability arising from the use of any underlying or required Third Party Software and Hardware including, but not limited to, the licensing, delivery, installation, use or performance of such Software and Hardware or the integration of such Software and Hardware with Cue Points or other software or hardware. Cue Point Technology Ltd will make commercially reasonable efforts to ensure that the Software will not contain any virus, Trojan horse, or worm, or other malicious code, however is not liable to you for any special, indirect, consequential, incidental, exemplary or punitive damages (including damages for loss of business profits, business interruption, loss of data, loss of business information, or other pecuniary loss) resulting of such in relation to you using Cue Points.

Indemnity
You shall indemnify and hold Cue Point Technology Ltd harmless from any claims, damages, liabilities, costs and fees (including reasonable Solicitor’s fees) arising from (i) your use of Cue Points (ii) your failure to comply with any term of this EULA; and (iii) any claim that your Content infringes the intellectual property rights or other proprietary rights of a third party.

Term And Termination
The Licence granted under this EULA shall continue in effect until terminated.  You may terminate this EULA at any time by destroying all copies of Cue Points in your possession or control. The Licence and this EULA will automatically terminate, with or without notice from Cue Point Technology ltd, if you violate any provision of this EULA. Any termination of this EULA shall also terminate the Licences granted hereunder. Upon termination of this EULA for any reason, you shall promptly destroy and remove from all computers, hard drives, networks, and other storage media all copies of Cue Points in your possession or control and cease all use of Cue Points. You shall not be entitled to any refund as a result of any termination of this Agreement.  

Changes To This EULA Or To Cue Points
Cue Point Technology Ltd reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to you. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to you or cause you to no longer be in agreement or compliance with this EULA, you may terminate this EULA in accordance with this Agreement and must immediately uninstall Cue Points and destroy all copies of Cue Points. Your continued use of Cue Points following any revision to this EULA constitutes your complete and irrevocable acceptance of any and all such changes.

Cue Point Technology Ltd may modify Cue Points for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimise Cue Points. You agree that Cue Point Technology Ltd may cease to support previous versions of Cue Points upon availability of an updated or upgraded version. Cue Point Technology Ltd shall have no obligation to furnish any maintenance or customer support with respect to Cue Points.

Severance
If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect Cue Point Technology Ltd’s initial intentions.

No Waiver
No failure or delay by Cue Point Technology Ltd to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by Cue Point Technology Ltd or you the User.

Law and Jurisdiction
To the extent permitted by applicable law, this EULA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of laws. This EULA shall not be governed by the United Nations Conventions of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded from any interpretation of this EULA.