Terms of Service

1. Description of Services and Platform

Cue Sheet Pro is a browser-based software-as-a-service platform designed for music editors, music supervisors, and post-production teams. The “Services” consist of the following tools and any related features, updates, or enhancements made available through the Platform:

• EDL Converter. Converts EDL files into structured, formatted music cue sheet drafts.
• Timecode Calculator. Performs timecode arithmetic, including addition, subtraction, and duration calculations across standard frame rates.
• Music Cue Tracker. Matches music cues from source cue sheets to a final cut sequence via EDL cross-reference.
• Cue Sheet to EDL. Converts a completed music cue sheet into an EDL file for submission to music reporting platforms.
• Cue Sheet Conformer. Reformats any user-uploaded cue sheet to a standardized column layout and template.

The Platform is designed to operate entirely within the user's web browser, with file processing occurring locally on your device. Please see Section 8 for additional terms governing file handling and data. The Services are intended for professional and business use by individuals and entities working in post-production, music supervision, and related entertainment industry roles.

2. Definitions

• “Account” means a registered user profile created on the Platform to access the Services.
• “Agreement” has the meaning set forth in the preamble to this document.
• “Applicable Law” means all applicable federal, state, local, and international laws, rules, and regulations governing your use of the Services or the Platform.
• “Company” means The Varillas Company LLC, doing business as Cue Sheet Pro, a Maryland limited liability company.
• “Exports” means any files, data, or outputs generated by the Services and downloaded by you, including without limitation Excel spreadsheets, EDL files, and formatted cue sheets.
• “Platform” means the Cue Sheet Pro website, application, and all associated tools, technology, software, and content accessible at www.cuesheetpro.com.
• “Services” has the meaning set forth in Section 1.
• “Subscription” means a paid plan that grants you access to the Services during a defined billing period, as further described in Section 4.
• “Subscription Fees” means the charges applicable to your selected Subscription plan.
• “User Content” means any files, data, or other materials you upload to or process through the Platform, including EDL files, cue sheet documents, and timecode data.

3. Eligibility and Account Registration

You must be at least eighteen (18) years of age to use the Services. By accessing or using the Platform, you represent and warrant that you meet this requirement, that your use of the Services is permitted under the laws of your jurisdiction, and that all registration information you provide is accurate, current, and complete. If you are accessing the Platform on behalf of a company or other legal entity, you further represent and warrant that you have authority to bind that entity to this Agreement, and references to “you” shall apply to both you individually and that entity.

Access to certain features of the Services requires registration for an Account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, including use by any persons to whom you have provided access. You agree to notify the Company promptly of any unauthorized use or security breach at the contact address provided in Section 17. The Company reserves the right to suspend or terminate Accounts where misuse, fraud, or unauthorized access is suspected.

You may not access or use the Services if you, or any entity you represent, are subject to U.S. or international sanctions, embargoes, or export restrictions, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or equivalent foreign authorities.

4. Subscription Plans, Fees, and Payment

4.1  Plans and Pricing

The Company offers tiered Subscription plans, including Individual, Team, Studio, and Enterprise tiers, as described on the Platform's pricing page at www.cuesheetpro.com. Current pricing, plan features, and seat limits for each tier are set forth on that page and may be updated from time to time. All paid plans include a free trial period as described on the pricing page at the time of enrollment. The Company reserves the right to modify, limit, or discontinue the free trial at any time.

4.2  Billing and Cancellation

Subscription Fees are billed on a recurring basis, either monthly or annually depending on your selected billing cycle, at the then-current rate for your plan. By enrolling in a Subscription, you authorize the Company to charge your designated payment method on a recurring basis without requiring separate approval for each charge. All Subscriptions auto-renew at the end of each billing period unless cancelled through your Account settings or by contacting the Company at the address provided in Section 17. Cancellations take effect at the end of the current billing period, and you will retain access to the Services through the end of the paid period. You agree to maintain current and accurate payment information on your Account.

4.3  Refunds, Price Changes, and Taxes

Subscription Fees are non-refundable except as required by Applicable Law or as otherwise determined by the Company in its sole discretion. If you believe you have been charged in error, you must notify the Company within thirty (30) days of the charge. The Company reserves the right to modify Subscription Fees at any time, with any price change taking effect at the start of the next billing period following notice to you. You are solely responsible for all taxes, duties, and levies applicable to your Subscription, other than taxes based on the Company's net income.

4.4  Payment Processing

Payment processing for Subscription Fees is currently handled by Stripe, Inc. (“Stripe”), or such other payment processor as the Company may designate from time to time. By submitting payment information, you authorize the Company to share necessary transaction information with its payment processor to complete your Subscription. You agree to the applicable payment processor's terms of service, which for Stripe are available at www.stripe.com/legal. The Company does not store your full payment information.

5. License Grant and Restrictions

Subject to your compliance with this Agreement and your payment of applicable Subscription Fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services solely for your internal business or professional purposes during the term of your Subscription. All rights not expressly granted herein are reserved by the Company. Exports generated by the Services are licensed for your professional use, including internal and client-facing purposes consistent with your Subscription. As such, you agree not to, and shall not permit any third party to:

• sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services or any portion thereof;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or any underlying software, except to the extent expressly permitted by Applicable Law;
• modify, adapt, translate, or create derivative works based on the Platform or the Services;
• use the Services to build or support a product or service that competes with the Platform;
• access the Services through automated means, including bots, scrapers, or scripts, except as expressly authorized by the Company in writing;
• circumvent, disable, or otherwise interfere with any security feature or access control of the Platform;
• share or make your Account credentials or multi-seat access available to individuals beyond the number of authorized seats on your plan; or
• use the Services in any manner that violates Applicable Law or third-party rights.

6. User Responsibilities and Acceptable Use

You agree to use the Services responsibly, in good faith, and in compliance with this Agreement and all Applicable Law. You are solely responsible for all User Content you upload to or process through the Platform and for all actions taken under your Account. By uploading or submitting User Content, you represent and warrant that you own or have all necessary rights, licenses, and permissions to submit and process such content through the Services, and that your User Content does not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights. In furtherance of the foregoing, you agree not to use the Services to:

• upload, submit, or process User Content that infringes or misappropriates any third-party intellectual property or other proprietary rights;
• upload content containing malware, viruses, or any code designed to disrupt, damage, or interfere with the Services or any third-party systems;
• attempt to gain unauthorized access to any portion of the Platform or its related systems or networks;
• impersonate any person or entity or misrepresent your affiliation with any person or entity;
• engage in any conduct that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Services; or
• violate any Applicable Law in connection with your use of the Services.

7. Intellectual Property

7.1  Company Intellectual Property

The Company retains all right, title, and interest in and to the Platform, Services, and all related technology, software, databases, interfaces, designs, graphics, text, and other content provided by or through the Services (“Company IP”), including all associated intellectual property rights. Except for the limited license granted in Section 5, no rights in or to the Company IP are granted to you, whether by implication, estoppel, or otherwise.

7.2  User Content and Feedback

As between you and the Company, you retain all right, title, and interest in and to your User Content. You grant the Company a limited, non-exclusive, royalty-free license to process User Content solely to the extent necessary to provide the Services and operate the Platform. Consistent with the client-side processing architecture described in Section 8, your User Content is processed locally on your device and is not uploaded to or stored on the Company's servers except as described in Section 8. If you provide the Company with feedback, suggestions, or ideas regarding the Platform or Services (“Feedback”), you hereby assign to the Company all right, title, and interest in and to such Feedback. The Company may use, copy, modify, and exploit Feedback without restriction or compensation to you.

8. Client-Side Processing and Data

The Platform is designed so that all file processing, including the parsing, conversion, and analysis of EDL files, cue sheets, and other User Content, occurs locally within your web browser on your own device. The Company does not upload, receive, store, or transmit files you load into the Services' tools or their contents. Your files remain on your device throughout the processing workflow, and the Company cannot access, recover, restore, or back up any User Content or Exports. You are solely responsible for maintaining backups of your files and data, and the Company has no liability for any loss, corruption, or destruction of User Content or Exports on your device or systems.

Notwithstanding the foregoing, certain standard browser-based communications, including authentication data, usage telemetry, analytics, and related operational data, may be transmitted to the Company's servers or to third-party service providers in the ordinary course of operating the Platform. In addition, the Company does not warrant that incidental data transmissions will not occur under all possible technical configurations, browser environments, or network conditions outside the Company's control. You are solely responsible for your network and device security, as well as any obligations relating to the confidentiality or protection of files processed through the Services.

The Company collects and processes certain data in connection with your Account and use of the Platform, including registration information, billing information, usage logs, and similar operational information necessary to provide and maintain the Services. The collection and use of such data are governed by the Company's Privacy Policy, available at www.cuesheetpro.com/privacy. Because the Platform is operated from the United States, information submitted through or associated with the Services may be processed in the United States or other jurisdictions where the Company or its service providers operate. If you access the Services from outside the United States, you do so at your own initiative and are responsible for complying with applicable local laws.

9. Third-Party Services

The Platform may integrate with, link to, or rely upon third-party websites, services, software, or tools (“Third-Party Services”), including Stripe, Inc. for payment processing, Clerk, Inc. for authentication and account management, and Vercel, Inc. for platform analytics. The Company does not control, endorse, or assume any responsibility for Third-Party Services, and your use of any Third-Party Service is at your sole risk and may be subject to separate terms between you and the applicable provider. The Company disclaims all warranties and liability arising from or related to Third-Party Services.

10. Term and Termination

This Agreement begins when you first accept it or otherwise access or use the Services and remains in effect until terminated. You may terminate this Agreement at any time by cancelling your Subscription and ceasing all use of the Services. The Company may suspend or terminate your access to the Services, with or without notice, if: (a) you breach any provision of this Agreement; (b) your continued use of the Services poses a legal, security, or reputational risk to the Company, the Platform, or other users; or (c) continued provision of the Services becomes commercially or technically impracticable.

Upon termination for any reason, all licenses granted to you will immediately terminate, you must cease all use of the Services, and any outstanding payment obligations will remain due and payable. The Company has no obligation to retain or provide you with any data, files, or Account information after termination except as required by Applicable Law. Sections 2, 5, 7, 8, 12, 13, 14, 15, and 16 survive termination of this Agreement.

11. Modifications to the Services and This Agreement

The Company reserves the right to modify, update, discontinue, or temporarily suspend the Services or any feature thereof at any time, with or without notice, in its sole discretion, and is not liable to you or any third party for any modification, suspension, or discontinuance. The Company also reserves the right to modify this Agreement at any time. Material changes will be communicated via notice on the Platform or to the email address associated with your Account. Continued use of the Services after the effective date of any modification constitutes your acceptance of the revised Agreement. For the avoidance of doubt, the Company does not guarantee continued availability of any particular feature, functionality, or integration.

12. Disclaimer of Warranties

THE SERVICES AND PLATFORM ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR YOUR PARTICULAR PROFESSIONAL NEEDS, OR THAT ANY EXPORTS OR OUTPUTS WILL BE ACCURATE, COMPLETE, OR ACCEPTED BY ANY THIRD PARTY, OR THAT THE PLATFORM IS FREE FROM HARMFUL CODE. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICES AND ANY RELIANCE ON OUTPUTS GENERATED THEREBY. THE COMPANY IS NOT RESPONSIBLE FOR ANY PROFESSIONAL, CONTRACTUAL, OR LEGAL CONSEQUENCES ARISING FROM YOUR RELIANCE ON OR SUBMISSION OF EXPORTS TO ANY THIRD PARTY.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATION DOES NOT APPLY TO LIABILITY ARISING FROM THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its officers, members, employees, agents, and service providers from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) your access to or use of the Services in violation of this Agreement or Applicable Law; (b) your User Content, including any claim that your User Content infringes or misappropriates any third-party right; (c) your breach of any representation, warranty, or obligation under this Agreement; or (d) your negligence or willful misconduct. The Company reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with the Company's defense of such claims.

15. Disputes and Governing Law

15.1  Governing Law and Venue

This Agreement and all matters arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict-of-law principles. For any dispute not subject to arbitration under Section 15.3, or for purposes of entering judgment on an arbitration award, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Montgomery County, Maryland.

15.2  Informal Resolution

Before initiating any formal dispute proceeding, the parties agree to first attempt to resolve any dispute informally by providing written notice to the other party describing the dispute in reasonable detail. The parties shall negotiate in good faith for thirty (30) days from the date of such notice before either party may initiate arbitration or litigation.

15.3  Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES THAT CANNOT BE RESOLVED INFORMALLY SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE ARBITRATOR, IN ENGLISH, IN MONTGOMERY COUNTY, MARYLAND. THE ARBITRATION AND ALL RELATED PROCEEDINGS, INCLUDING ANY MATERIALS SUBMITTED AND ANY AWARD, SHALL BE CONFIDENTIAL EXCEPT TO THE EXTENT NECESSARY TO ENFORCE AN AWARD OR AS REQUIRED BY APPLICABLE LAW. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THIS ARBITRATION PROVISION SURVIVES TERMINATION OF THIS AGREEMENT.

15.4  Class Action Waiver

YOU AND THE COMPANY AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. YOU EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO ASSERT CLAIMS AS A CLASS REPRESENTATIVE OR CLASS MEMBER. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THIS SECTION 15 SHALL BE NULL AND VOID AS TO THAT DISPUTE.

15.5  Injunctive Relief and Time Limitation

Notwithstanding the foregoing arbitration requirement, either party may seek temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction in Montgomery County, Maryland, without first complying with the informal resolution requirement of Section 15.2, to protect intellectual property rights, confidential information, or other proprietary rights pending or in lieu of arbitration. Either party may also bring an individual action in small claims court for disputes within that court's jurisdiction. Except where prohibited by Applicable Law, any claim or cause of action arising out of or relating to this Agreement or the Services must be filed within one (1) year after such claim accrues, or it is permanently barred.

16. General Provisions

Entire Agreement

This Agreement, together with the Privacy Policy and any other policies or terms incorporated by reference, constitutes the entire agreement between you and the Company with respect to the Services and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

No failure or delay by the Company in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy. No waiver is effective unless made in writing.

Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without the Company's prior written consent, and any purported assignment in violation of this provision is void. The Company may freely assign this Agreement, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under this Agreement, other than payment obligations, caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, public health emergencies, acts of war or terrorism, government actions, labor disputes, or failures of third-party infrastructure.

Electronic Signatures

By clicking “I Accept,” creating an Account, or otherwise indicating assent through the Platform, you acknowledge that you have read and agree to be bound by this Agreement and consent to electronic contracting under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

Independence

The Company is an independent business and is not affiliated with, sponsored by, or acting on behalf of any third-party employer or entity.

Construction

Headings are for convenience only and do not affect the interpretation of this Agreement. This Agreement shall not be construed against either party by reason of authorship. No third-party beneficiary rights are created by this Agreement.

Export Compliance

You agree not to use, export, or re-export the Services in violation of any applicable U.S. export control laws or regulations, including to any jurisdiction or person subject to U.S. embargo or sanctions.

Notices

Notices from the Company to you will be sent to the email address associated with your Account and are deemed received twenty-four (24) hours after transmission. Formal legal notices to the Company must be delivered in writing to the address in Section 17.

17. Contact Information

For questions, support, or legal notices regarding the Platform and Services, please contact:

All legal notices are deemed received twenty-four (24) hours after email transmission or upon confirmed delivery if sent by mail.