End-User License Agreement for Marquee-Magic

Last Updated: October 1, 2025

This End-User License Agreement (the "Agreement") is a legally binding contract between you ("End-User" or "you") and Wheelhouser LLC ("Wheelhouser," "we," or "us"). This Agreement governs your use of the Marquee-Magic Designer software ("Software"), the subscription-based services accessible through the Software ("Services"), and the proprietary software embedded on the Wheelhouser Display Server hardware device ("Embedded Software").

1. Introduction and Acceptance

BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE AND PROMPTLY DELETE ALL COPIES IN YOUR POSSESSION.

2. Grant of License

• 2.1. License to the Software: Subject to your compliance with this Agreement, Wheelhouser grants you a perpetual, non-exclusive, non-transferable, revocable license to install and use the Software on a compatible device that you own or control.
• 2.2. Subscription to Services: Access to certain features requires an active, paid subscription. These include connectivity to Marquee-Magic Display Server and integration with third-party platforms.
• 2.3. Scope of Use: The Software and Services are licensed, not sold. Wheelhouser reserves all rights not expressly granted.

3. Restrictions on Use

• 3.1. General Software Restrictions: You may not rent, sell, modify, or reverse-engineer the Software.
• 3.2. Display Server and Embedded Software Restrictions: You may not access, copy, or tamper with the Embedded Software or use unauthorized management tools.

4. Intellectual Property and Ownership

The Software, Services, and Embedded Software are licensed, not sold. Wheelhouser retains all intellectual property rights. You are granted no ownership rights under this Agreement.

5. Term and Termination

• 5.1. Term: Effective upon installation and continues until terminated.
• 5.2. Termination by End-User: You may terminate by ceasing use and deleting all copies.
• 5.3. Termination by Wheelhouser: We may terminate for breach or subscription lapse.
• 5.4. Effect of Termination: Upon termination, your rights cease immediately.

6. Warranty Disclaimer

THE SOFTWARE, SERVICES, AND EMBEDDED SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WHEELHOUSER DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHEELHOUSER SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF FEES PAID IN THE LAST 12 MONTHS OR $100 USD.

8. General Provisions

• 8.1. Governing Law: Delaware law governs this Agreement.
• 8.2. Entire Agreement: This Agreement supersedes all prior understandings.
• 8.3. Severability: Invalid provisions will be interpreted to best accomplish their intent.
• 8.4. Modification: We may revise this Agreement with notice; continued use signifies acceptance.
• 8.5. Contact: For questions, contact support@marquee-magic.com.