Subscription Terms

Last Updated: July 9, 2026

These Subscription Terms govern access to and use of CueCode’s software-as-a-service platform and related services. They apply when referenced in an Order Form or other written agreement between CueCode LLC (“CueCode,” “we,” “our,” or “us”) and a customer (“Customer,” “you,” or “your”).

1. How These Terms Work

An “Order Form” means an order form, statement of work, proposal, quote, or similar ordering document that references these Subscription Terms.

Each Order Form will describe the applicable services, fees, subscription term, and customer-specific terms. These Subscription Terms and the applicable Order Form together form the agreement between CueCode and Customer.

If there is a conflict between these Subscription Terms and an Order Form, the Order Form controls for that Order Form only. An Order Form may add to, modify, or override these Subscription Terms for that specific Order Form.

2. The Services

CueCode provides access to its software platform and related services described in the applicable Order Form (the “Services”).

Subject to the agreement, CueCode grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term for Customer’s internal business purposes.

CueCode may update, modify, or improve the Services from time to time. CueCode will not materially reduce the core functionality of the Services during an active subscription term.

CueCode may perform maintenance from time to time and will use reasonable efforts to minimize disruption and provide advance notice when practical.

If an Order Form includes implementation, configuration, integration, training, or other professional services, CueCode will perform those services in a professional and workmanlike manner.

3. Customer Responsibilities

Customer is responsible for:

  • ensuring that its users comply with the agreement;

  • maintaining the confidentiality of login credentials;

  • using the Services only for lawful business purposes;

  • providing information and cooperation reasonably needed for CueCode to provide the Services;

  • ensuring that Customer has all rights and permissions needed to provide Customer Data to CueCode; and

  • the accuracy, quality, and legality of Customer Data.

Customer may not:

  • resell, sublicense, or make the Services available to third parties other than authorized users using the Services for Customer’s internal business purposes;

  • reverse engineer, copy, modify, or create derivative works of the Services;

  • interfere with or disrupt the security, integrity, or performance of the Services;

  • attempt to gain unauthorized access to the Services or related systems;

  • use the Services to transmit malicious code or unlawful content;

  • use the Services in violation of applicable law; or

  • use the Services or related documentation to develop a substantially similar or competing product or service.

CueCode may suspend access to the Services if Customer’s use creates a security risk, violates the agreement, or may harm CueCode, other customers, or third-party systems. When practical, CueCode will provide notice and a reasonable opportunity to resolve the issue before suspension.

4. Fees and Payment

Customer will pay the fees stated in the applicable Order Form.

Invoices are due within 30 days from the invoice date. Fees are stated in U.S. dollars and do not include taxes.

Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes, other than taxes based on CueCode’s net income.

If Customer disputes an invoice in good faith, Customer must notify CueCode before the payment due date and provide reasonable detail about the dispute. Customer must pay all undisputed amounts when due.

If undisputed fees are more than 30 days overdue, CueCode may charge interest at 1% per month, or the maximum amount allowed by law if lower. CueCode may also suspend the Services after providing at least 10 days’ notice and an opportunity to pay.

Orders are non-cancellable and fees are non-refundable except as expressly stated in the agreement.

5. Term and Termination

These Subscription Terms begin when they are first incorporated into an Order Form and continue for as long as any Order Form remains active.

Each Order Form will state the applicable subscription term.

Either party may terminate an Order Form if the other party materially breaches the agreement and does not cure the breach within 30 days after receiving written notice describing the breach.

Either party may also terminate an Order Form if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

Upon expiration or termination of an Order Form:

  • Customer’s right to access the affected Services ends;

  • Customer must pay all fees owed through the effective date of termination;

  • CueCode will make Customer Data available for export for a reasonable period upon written request; and

  • CueCode may delete Customer Data after the export period, subject to legal, backup, security, or operational retention requirements.

If Customer terminates an Order Form because of CueCode’s uncured material breach, CueCode will refund any prepaid fees covering the unused portion of the terminated subscription term.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, ownership, disclaimers, indemnification, limitations of liability, and general legal terms.

6. Customer Data

“Customer Data” means data, content, files, records, and information submitted to or processed through the Services by or on behalf of Customer.

Customer owns Customer Data. CueCode does not claim ownership of Customer Data.

Customer grants CueCode the right to use, host, copy, transmit, process, and display Customer Data as needed to provide, secure, and support the Services.

CueCode will not sell Customer Data.

CueCode will not use Customer Data to train general-purpose artificial intelligence models without Customer’s written agreement.

CueCode may use aggregated or anonymized information derived from use of the Services for business purposes, including analytics, benchmarking, and improving the Services, provided that the information does not identify Customer or any individual.

If Customer Data includes personal information, each party will comply with applicable privacy and data protection laws. If legally required, the parties will work in good faith to enter into a data processing addendum or similar agreement.

7. Security

CueCode will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or disclosure.

CueCode will use reasonable efforts to notify Customer without undue delay after confirming a security incident that materially compromises Customer Data. CueCode will also use reasonable efforts to investigate and remediate the incident.

Customer is responsible for managing its users, permissions, access controls, devices, networks, and systems used to access the Services.

8. Third-Party Providers

CueCode may use third-party infrastructure, hosting, software, APIs, subcontractors, and service providers to provide the Services.

CueCode remains responsible for its obligations under the agreement when using third-party providers to provide the Services.

Customer is responsible for any third-party systems, services, accounts, data, or integrations that Customer directs CueCode to access or use.

9. Support

CueCode will provide support for the Services as described in the applicable Order Form.

If support terms are not specified in an Order Form, CueCode will provide email-based support during normal business hours in the U.S. Central Time zone and will use reasonable efforts to respond to support requests within one business day.

Support requests may be submitted to support@cuecode.io.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of disclosure.

Confidential Information includes business, technical, financial, product, security, customer, and order information. Customer Data is Customer’s Confidential Information. The non-public parts of the Services are CueCode’s Confidential Information.

Confidential Information does not include information that:

  • becomes public through no fault of the receiving party;

  • was already known by the receiving party without a duty of confidentiality;

  • is independently developed without use of the disclosing party’s Confidential Information; or

  • is lawfully received from a third party without a duty of confidentiality.

The receiving party will:

  • use Confidential Information only to perform or exercise rights under the agreement;

  • protect Confidential Information using reasonable care; and

  • disclose Confidential Information only to personnel, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations.

The receiving party may disclose Confidential Information if required by law, court order, or government request, provided it gives the disclosing party reasonable notice when legally permitted and discloses only what is required.

Confidentiality obligations continue for five years after disclosure. Confidentiality obligations for trade secrets, Customer Data, and highly sensitive information continue for as long as the information remains protected by applicable law or remains non-public.

11. Ownership

CueCode owns the Services, including the software, code, workflows, configurations, templates, documentation, designs, processes, know-how, and improvements related to the Services.

Customer owns Customer Data and any materials Customer provides to CueCode.

Excluding Customer Data and Customer’s pre-existing materials, any configurations, workflows, templates, integrations, documentation, software, or other materials created by CueCode in connection with the Services are owned by CueCode and may be used to provide the Services to Customer.

Customer may provide feedback, suggestions, or requests regarding the Services. CueCode may use that feedback without restriction or obligation, provided CueCode does not disclose Customer’s Confidential Information.

No rights are granted except as expressly stated in the agreement.

12. Warranties and Disclaimers

Each party represents that it has the authority to enter into the agreement and perform its obligations.

CueCode warrants that it will provide the Services in a professional and workmanlike manner and that the Services will materially conform to the applicable Order Form and documentation. If the Services fail to conform, CueCode will use reasonable efforts to correct the nonconformity. If we cannot do so within a reasonable time, your sole remedy is to terminate the affected Order Form for a pro-rata refund of prepaid fees.

Customer warrants that Customer Data and Customer’s use of the Services will comply with applicable law and will not violate the rights of any third party.

Except for the express warranties stated in these Subscription Terms, the Services are provided “as is” and “as available.” CueCode disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Customer is responsible for determining whether the Services meet Customer’s needs.

13. Indemnification

CueCode will defend Customer against third-party claims alleging that the Services, as provided by CueCode and used in accordance with the agreement, infringe a U.S. patent, copyright, trademark, or trade secret. CueCode will pay damages and reasonable attorneys’ fees finally awarded against Customer, or amounts agreed in settlement, for those claims.

CueCode has no obligation for claims arising from:

  • Customer Data;

  • Customer’s misuse of the Services;

  • modifications not made by CueCode;

  • use of the Services with products, data, or services not provided by CueCode; or

  • Customer’s failure to use an update or replacement provided by CueCode.

If an infringement claim is made or likely, CueCode may procure the right for Customer to continue using the Services, modify or replace the Services, or terminate the affected Services and refund prepaid fees for the unused portion of the subscription term.

Customer will defend CueCode against third-party claims arising from Customer Data, Customer’s misuse of the Services, or Customer’s violation of law. Customer will pay damages and reasonable attorneys’ fees finally awarded against CueCode, or amounts agreed in settlement, for those claims.

The indemnified party must promptly notify the indemnifying party of the claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without consent.

14. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, business interruption, loss of goodwill, or loss of data, even if the party knew or should have known that such damages were possible.

Each party’s total liability arising out of or related to the agreement will not exceed the fees paid or payable by Customer to CueCode under the applicable Order Form during the 12 months before the event giving rise to the claim.

For breaches of confidentiality or data security obligations, each party’s total liability will not exceed two times the fees paid or payable by Customer to CueCode under the applicable Order Form during the 12 months before the event giving rise to the claim.

The applicable liability caps do not apply to:

  • CueCode’s indemnification obligations under Section 13 for third-party claims alleging that the Services infringe a U.S. patent, copyright, trademark, or trade secret;

  • Customer’s payment obligations;

  • Customer’s misuse of CueCode’s intellectual property;

  • either party’s gross negligence, willful misconduct, or fraud; or

  • liability that cannot be limited by law.

15. Publicity

CueCode may identify Customer as a CueCode customer and may use Customer’s name and logo in customer lists, websites, presentations, and marketing materials.

CueCode will follow any reasonable trademark usage guidelines provided by Customer.

CueCode will obtain Customer’s prior written consent before issuing a press release, case study, or detailed public announcement about Customer’s use of the Services.

16. Notices

Legal notices must be sent by email.

Notices to CueCode must be sent to legal@cuecode.io.

Notices to Customer must be sent to the notice contact listed in the applicable Order Form or to an account administrator.

Routine operational notices, including support messages, maintenance notices, security notices, and billing communications, may be sent through ordinary business channels.

17. General Terms

The agreement is governed by the laws of the State of Wisconsin, without regard to conflict of law rules.

Neither party may bring a legal action or proceeding arising out of the agreement more than two years after the cause of action accrues. This limit does not apply to claims relating to non-payment or intellectual property infringement.

Any legal action arising out of the agreement must be brought in the state or federal courts located in Milwaukee County, Wisconsin, and each party consents to those courts.

Neither party may assign the agreement without the other party’s prior written consent, except that either party may assign the agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets or equity, provided the assignee assumes the assigning party’s obligations.

Neither party will be liable for delay or failure to perform due to circumstances beyond its reasonable control, except for payment obligations.

The parties are independent contractors. The agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship.

The agreement does not create rights for any third party, except for indemnified parties as expressly stated in Section 13.

If any provision is unenforceable, the remaining provisions will remain in effect.

Failure to enforce a provision is not a waiver.

The agreement, including the applicable Order Form and these Subscription Terms, is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on the same subject, except for any non-disclosure agreements entered into by the parties before the effective date of the Order Form.

Customer purchase orders or similar documents do not modify the agreement, even if accepted or processed by CueCode, unless CueCode expressly agrees in writing.

CueCode may update these Subscription Terms from time to time. Changes will not apply to an active Order Form unless the parties agree in writing. The version referenced in the applicable Order Form governs that Order Form.

18. Contact

Questions about these Subscription Terms may be sent to: legal@cuecode.io.