Terms of Service

Last Update: June 27, 2023

Please read these Terms of Service (the “Terms”) and our Privacy Policy (https://www.cue-to.com/privacy-policy) (“Privacy Policy”) carefully because they govern your use of the website located at https://www.cue-to.com/ (the “Site”), Cue’s automation and productivity tools and all other products and services offered by Cue (“Cue”). To make these Terms easier to read, the Site and our tools, applications and services are collectively called the “Services.”

1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

2. Privacy Policy
Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services?

Service is solely intended for the subjects who have full legal capacity.

• Natural persons

In case Client, i.e., Customer is a natural person, such natural person needs to be at the age of majority (legal age) to be able to use the Service. Legal age depends on the national legislation applicable to Client, i.e., Customer, but usually, a natural person needs to be 18 years old. Cue is not intended to be used by minors and by using Service, Client, i.e., Customer represents that he/she is of legal age. In case Client, i.e., Customer is not at the required age, such person shall stop using Service and Cue immediately.
Client has an obligation to ensure that any Employee or Customer who is a natural person, and whom Client has caused to become Customer (for example, by inviting the person to access Service) or Employee has full active legal capacity.
Services are primarily aimed at businesses and companies. However, if a Client who is a natural person is using Service for a purpose unrelated to trade, business, or profession, and wishes to rely on consumer protection legislation, Client is obliged to notify Cue before the start of using Service and before subscribing to any Paid Plan. In the event Client who is a natural person fails to send such notification, such Client shall not be able to rely on any applicable consumer law and will not be able to invoke any consumer rights, particularly including the right to withdraw from Agreement.
In case any natural person accesses Service or Cue or otherwise browses our Website, this Agreement is between such a natural person, individually, and Cue.

• Enterprises (legal entities)

In case you enter into Agreement on behalf of Enterprise, you warrant that:

1. you have the full legal authority to bind Enterprise to TOU;
2. you have read and understood TOU entirely;
3. you have Enterprise’s permission and authority to use Enterprise’s Client Content;
4. you agree to TOU on behalf of the Enterprise you represent.

Please note that, if you subscribe to Service with an email address of a company you are a part of (for example, containing corporate email domain), you will be deemed to represent such company and the word “Client” or “you” in these TOU shall refer to that Enterprise. In such a case, Enterprise and the individual who subscribed on behalf of Enterprise are jointly responsible for the use of Service and Cue.
If you subscribe to Service with a personal email address and there is no formal affiliation to any Enterprise, you shall be deemed a natural person instead of Enterprise.

• General

Cue reserves the right to manage any Client Account, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing not to provide Service to certain groups, parties, industries, or companies in certain countries, in its sole discretion. The same applies (to the extent applicable) to any Customers’ account, regardless of whether Customer logs in as a guest or through the created account.
Unless you and Cue have agreed otherwise, in case you are Enterprise, during the Term of the Agreement, Cue may disclose your business name as a Client using Cue, and you hereby grant Cue the right to display your name, company, and logo in Cue’s marketing materials and on any Cue’s public website, in each case in accordance with any branding guidelines you may provide to Cue.

5. Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6. Electronic Communications
By using the Site or registering for Cue, you consent to receive electronic communications from us. These may include operationally essential messages about topics including but not limited to: changes to your account settings; appointments that have been created, modified, or cancelled in your account; payment receipts, notices of delinquent payment, or other transactional information or requests; and other messages as consistent with our Privacy Policy. Cue may also send you educational or promotional messaging about new features, product offerings, or services that it determines may be relevant to you, but which may also be considered not operationally essential. You have the ability to opt-out of any non-essential messaging at any time; please refer to the Cue Privacy Policy for more information.


7. Payments and Subscriptions
Cue requires payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees. You may make a one-time payment for specific aspects or features of the Services (“One-Time Payment”), and you may purchase a monthly or annual subscription (“Subscription”) for your use of the Services.
By creating a Client Account at Cue Client automatically starts its Free Plan. In case Client wishes so, Client can switch from Free Plan to any Paid Plan at any time. Once Client chooses to switch from Free Plan to any Paid Plan, the Client becomes a Subscriber, and the respective subscription fees in accordance with the chosen Paid Plan shall begin to apply.
Paid Plans are charged either monthly or annually, as chosen upon subscription.

• General

Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

• Refunds

All sales are final. But if for any reason you're unhappy with Cue, please let us know at support@cue-to.com — we'd love to hear your feedback, and will be happy to work with you to help create the best experience possible. Cue may consider refund requests on a case-by-case basis, and decisions on whether to grant a refund request are in the sole discretion of Cue.

• Changes in prices

Prices set out on our Pricing page are subject to change at any time. Any price may change at any time and will become binding on Subscriber upon 7 days after the receipt of a written notice sent by Cue unless Subscriber unsubscribes by email within such a period or by the end of the then-current Subscription Term, whichever of the two dates is later. Such notice may be sent to Subscriber by email to Subscriber’s most recently provided email address or posted on Website or by any other manner chosen by Cue in its commercially reasonable discretion. Subscriber shall be deemed to have received any such notice posted on the Website on the day following the date it was posted.

• Free and trial period

Cue offers free trial periods for Paid Plans as explained on Website or otherwise. During the free trial, Clients are subject to TOU except as otherwise stated in such offers. Cue reserves the right, in its sole discretion, to determine the eligibility of the Client for a free trial. Clients who use free trial may at any time choose not to continue to Paid Plan by cancelling before the end of the free trial.
Cue may require the Client to insert a valid payment instrument, such as a credit card or other permitted method before using the free trial. In this case, we may validate that payment method, including by requesting a temporary authorization from the financial institution issuing Client’s payment instrument. In case Cue ascertains that Client’s payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits Client may have received as part of the free trial.
Client will not be eligible to participate in any free trial if the Client has already been subscribed to any Paid Plan.

• Cancelling One-Time Payment or Subscription

If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You may cancel your Subscription via the functionality of the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

8. Content

• Posting Content

Our Services may allow you to import, store or submit content such as text, files, documents, images. Anything (other than Feedback) that you make available through the Services is referred to as “User Content”. Cue does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

• Permissions to Your User Content.

By making any User Content available through the Services you hereby grant to Cue a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving (including for training, optimizing, and developing), and providing the Services and any other Cue products or services.

• Your Responsibility for User Content

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Cue on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

• Removal of User Content

‍You can remove your User Content by specifically deleting it via the functionality of the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

• Cue’s Intellectual Property.

We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content and to the Generative Automations.


9. Payment

• General

Anyone who subscribed to Service or anyone who has permitted or caused another person to make a subscription on their behalf is deemed to have agreed to and accepted liability for the payments under such Paid Plan.
The payment of Service shall be made before the commencement of the Subscription Term.
Please note that in case the chosen Paid Plan includes a recurring payment of a fee, unless Subscriber notifies us before the payment has been made that Subscriber wishes to cancel/does not want to automatically renew the subscription, such subscription shall automatically continue and it shall be deemed that Subscriber has authorized us (without notice to Subscriber, unless required by the applicable law), to collect the then-applicable fees and taxes using any payment instrument of Subscriber’s we have previously collected.
Subscriber hereby authorizes Cue to charge to respective Client Account, relating to Service Subscriber selects, and Subscriber agrees to pay all such fees in accordance with TOU.
All sums payable to Cue hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance, applicable tax, or other charges related to the payment. All fees for our Service are exclusive of any VAT or other taxes and public duties, save where Cue has explicitly stated to the contrary. Each Subscriber is responsible to bear all public duties related to the purchase of Service.

• Billing data

Subscriber is obliged to keep all the billing data complete and accurate at all times (such as a change in billing address, credit card number, or credit card expiration date) and must promptly notify Cue Technology in case of changes in the payment methods (in case of, for instance, loss or theft), as well as if Subscriber becomes aware of a potential security breach, such as the unauthorized disclosure or use of name or password. If Subscriber fails to provide any of the foregoing information, Subscriber agrees that Cue Technology may continue charging for any use of service unless Subscriber has terminated Agreement in accordance with Agreement.
In case the Subscriber’s default payment instrument is declined for any reason, we may deny access to Paid Plan immediately.

• Customer payments

Payments made by Customers for Client’s services ordered via Client Page are handled by a third-party payment gateway, such as Pay-Pal or Stripe, for instance. Cue Technology does not have any responsibility nor receives any commission for the processing of Customer’s payments and shall not be liable for any matter in connection therewith. Additionally, Cue Technology is not liable for the accuracy of the prices offered by Client to Customers and such prices may be changed at any time at the Client’s sole discretion.

10. Rules of Conduct

The following rules of conduct apply to Users use of the Site and to all User Submissions posted on the Site. Users agree to adhere to generally accepted rules of etiquette and behavior standards. Additionally, as a User, you agree not to: post User Submissions that are libelous, hateful, inflammatory, illegal, inaccurate, malicious, false, pornographic, defamatory, harmful to others, obscene, sexually explicit, harassing, vulgar, violent, racially, ethnically or culturally offensive, or otherwise objectionable or offensive in any way; post User Submissions that are invasive of privacy, publicity, intellectual property, proprietary, or contractual rights; post photos or videos of another person without that person's consent; post any advertising or solicitation or commercial content whatsoever on the Site; post User Submissions or take any action on the Site that violates any law, creates liability, or promotes illegal activities; impersonate any person or entity, or misrepresent him or herself or any affiliation with any person or entity; promote software or services that delivers unsolicited email or contains viruses, Trojan horses, worms, time bombs, or other harmful programming routines or computer code; engage in any systematic retrieval of content or information from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory, whether through the use of robots, spiders, automatic devices or manual processes; solicit personal information from anyone under the age of 18; post the personal information of another person without that person's permission; or use another User's account or modify or remove another User's User Submissions without their permission.
Cue agrees not to prescreen User Submissions and does not guarantee that the Site will be free from offensive, inaccurate, unlawful or otherwise objectionable User Submissions. Cue expressly disclaims any liability in connection with User Submissions; assumes no responsibility for, or any obligation to monitor or remove, User Submissions; assumes no responsibility for any action or inaction taken in regards to offensive content or User Submissions on the Site; reserves the right to restrict any User's access to the Site and to edit, remove, or refuse to post any User Submissions or terminate User accounts for any or no reason. This includes, without limitation, User Submissions that may be harmful to others or if User has engaged in harassment of Cue service providers. Users may immediately notify Cue of any objectionable User Submissions appearing on the Site, but Cue makes no promise that it will edit or remove any specific User Submissions.

11. Third-Party Software Integrations

Cue integrates with a number of third-party apps and software platforms to allow for greater functionality and expanded services offerings. Users may access content, products, or services from these third parties through hyperlinks, banners, images, emails, in-app messages, APIs, or other means. If you access any third party content, products, or services through the Site, you should be aware of the separate Privacy Policies and Terms of Use for those third parties.
Some of these third party integrations, for example Stripe or Square, provide electronic web-based transaction platforms for the User to accept, manage, or otherwise process monetary or credit transactions supporting the exchange of products and services with their customers or other entities. For any such transaction, Cue does not represent either the seller or buyer, and has no control over and is not liable for the quality, safety, lawfulness, or availability of any products or services offered. The User agrees that Cue shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, privacy law violations, data breaches business disruptions or expenditures of any kind that may arise or result of or in connection with any transactions carried out through these third party integrations. In the event that any User has a dispute with any party to a transaction, the User agrees to release, hold harmless, and indemnify Cue from all claims, demands, actions, proceedings, costs, expenses and damages arising out of or in connection with any transaction or dispute.

12. Termination
Cue reserves the right, in its sole discretion, to terminate any User account and any User Submissions, and restrict User's access to all or any part of the Site, for any or no reason, without notice, and without liability to any User or anyone else. These Terms of Use are applicable to any User who accesses, registers, or purchases anything on the Site. The terms of Termination; Indemnity; Copyright and Trademark Disclaimer; Limitation of Liability and Disclaimer of Warranties; and Governing Law sections will survive any termination of service or use of the Site.

13. Warranty Disclaimers
THE SERVICES (INCLUDING ANY GENERATIVE AUTOMATIONS) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services or Generative Automations will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services or any Generative Automations created via the Services.

‍14. Indemnity
You will indemnify and hold Cue Technology and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

‍15. Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Cue Technology NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Cue Technology OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL Cue’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO Cue Technology FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO Cue Technology, AS APPLICABLE.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Cue Technology AND YOU.

16. Governing Law and Forum Choice
‍
The Site is controlled and operated by Cue in Wilmington, County of New Castle, Delaware, United States of America. Cue makes no claim that the Site, its services, are appropriate or accessible to other locations. User accesses the Site on her/his own initiative, accepts and agrees to be bound by the terms of the Agreement, the Privacy Policy, and the DPA, and submits to the jurisdiction and venue in the state or federal courts located in Delaware. This agreement shall be governed by the laws of the State of Delaware without giving effect to its conflicts of law principles. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

17. Dispute Resolution

• (a) Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Cue Technology agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Cue Technology are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

• (b) Exceptions

As limited exceptions to Section 15(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

• (c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

• (d) Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

• (e) Injunctive and Declaratory Relief

Except as provided in Section 15(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

• (f) Class Action Waiver

YOU AND Cue Technology AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

• (g) Severability

With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

18. General Terms.

If you have any questions about these Terms or the Services, please contact Cue at support@cue-to.com.