Effective Date: July 1, 2019

Hello, and thank you for choosing CUE®. By creating an account at https://app.itscue.com, you (the “Customer”) agree to be bound by these terms (the “Agreement”).

I.   DEFINITIONS:

(a) Company = Cue Intelligence, Inc., a Georgia corporation, its successors and assigns.

(b) App = https://app.itscue.com

(c) Services = All functionality or tools provided to registered users at the App.

(d) Account = The account assigned to a user registered at the App.

(e) Trade Secrets = Any technical information, design, process, procedure, scripts, formula, or improvement that is commercially valuable and secret in that it is not generally known in the industry or areas in which it is utilized.

(f) Confidential Information = Any data or information having commercial value which may include but not be limited to data, data bases, knowledge base, product plans, strategies, forecasts, research procedures and development, marketing techniques/procedures and materials, customer names, data and other information related to customers, price-lists, pricing policies and financial information which the Company considers sensitive and which is not generally known to the public.

(g) Proprietary Information = Trade Secrets and Confidential Information, as defined above.

II. AMENDMENT

Company may amend this Agreement at any time in its sole discretion by posting a revised version. Though Company may in its sole discretion notify Customer of any changes that materially impact this Agreement, Customer is responsible for regularly reviewing the most current version of this Agreement which is published on the App. Access or continued use of the App and/or Services after the effective date of the revised Agreement constitutes Customer’s acceptance of the revised Agreement.

III. CUSTOMER ACCOUNTS

Customer must register with the Company in order to create an Account and have access to the App and Services. During registration, Customer will be asked for information. This information may include, but is not limited to, Customer’s name and other personal information that may or may not be publicly available. Customer must provide accurate and complete information in response to the Company’s questions, and Customer agrees to keep that information current during Customer’s use of the App and Services.

Customer is fully responsible for all activity that occurs under their Account. This includes the responsibility for any actions taken by any person or persons to whom Customer has granted access to their Account.   You agree that the App and Services are offered to you solely on an “AS-IS” basis for your independent use.

Customer agrees that it is their responsibility to inform all persons to whom Customer has granted access to their Account of this Agreement. Further, Customer warrants that all persons to whom Customer has granted access to their Account acknowledge that they are bound by the terms of this Agreement.

Company reserves the right to change the account type, suspend, or terminate the Account of any Customer who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration and usage requirements.

IV. CONTENT

Company shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the App and/or Services and shall not be responsible or liable for any error or omissions in that information. Company does not warrant the accuracy, completeness, or usefulness of any information contained within the App. Any reliance Customer places on such information is strictly at their own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by Customer or any other third party who may be informed of any of its contents.

The App may include content provided by third parties, including materials provided by other users and organizations. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company. Company is not responsible or liable to Customer or any third party for the content or accuracy of any materials provided by any third party.

Portions of the App allow Customer to link, integrate, store, share, and otherwise make available certain Confidential Information and other material, including but not limited to customer data, to other third party applications and software, such as Salesforce and RingCentral. Customer is responsible for the accuracy, legality, reliability and appropriateness of all Confidential Information and other material which Customer links, integrates, stores, shares or otherwise makes available to any such third party applications and software.

Customer represents and warrants that any content uploaded by Customer: (i) belongs to Customer or that Customer has the right to use it, and to grant Company the rights and licenses as provided in this Agreement, and (ii) the posting of said content on or through the App does not violate the HIPAA, privacy rights, publicity rights, copyrights, contract rights, or any other rights of any other person or third party.

Customer agrees to take full responsibility for all files and data transferred to App and utilized in Services, and to maintain an appropriate backup of files and data stored on Company’s servers. Company will not be responsible for any data loss or damage resulting from Customer’s use or inability to use the App and/or Services.

V. CONFIDENTIAL INFORMATION

Customer agrees that without the prior written approval of the Company, that neither the Customer nor any of its officers, directors, shareholders, principals, or agents shall disclose or otherwise reveal to any third party any Proprietary Information provided to it by, or received from, the Company.

Customer agrees that it will treat Proprietary Information provided to it by, or received from, the Company in the same manner in which the Customer treats its own Proprietary Information, but in no situation, with less than reasonable care.

  1. Upon expiration or termination of this Agreement, or earlier, if at any time Company so requests, Customer shall promptly: (i) discontinue any use of Company’s Proprietary Information; (ii) at Company’s instruction and sole discretion as to method, either deliver to Company all materials that contain Company’s Proprietary Information or information derived therefrom in its possession, or erase or destroy any of Company’s Proprietary Information or information derived therefrom in its possession; and (iii) certify in writing to Company that Customer has taken all actions described in the foregoing clauses.
  2. This Agreement shall not apply to Company or Customer’s Proprietary Information that: (i) at the time of receipt is, or after receipt becomes, generally available to the public through no improper act (ii) was in possession or was otherwise available to or known to the recipient at the time of receipt; or (iii) was received from a third party, provided that such Proprietary Information was not obtained by such third party, directly or indirectly, in violation of any confidentiality obligations.
  3. Proprietary Information provided to Customer or Company by the other is done so with the express understanding that nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise to the recipient in the Proprietary Information of the other, other than the limited right to use such Proprietary Information in accordance with the terms of this Agreement.
  4. In the event that Company is required by law to disclose any Proprietary Information provided to it by Customer, Company will endeavor in good faith to provide the Customer prompt notice of any such requirement so that the Customer may, at their expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other similar remedy or the receipt of a waiver from Customer, Company’s counsel determines that disclosure of the Proprietary Information is required to comply with such law, Company may, without liability under this Agreement, disclose to the appropriate authority only that portion of the Proprietary Information which, on advice of counsel, it is required to disclose.
  5. Any Trade Secrets of the Company or Customer shall also be entitled to all of the protections and benefits under O.C.G.A. § 10-1-761, O.C.G.A. § 16-8-3, and any other applicable law. If any information which the Company deems to be a Trade Secret is found by a court of competent jurisdiction not to be a Trade Secret for purposes of this Agreement, then the same information will be considered Confidential Information for purposes of this Agreement.
  6. Customer shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the Company’s Proprietary Information, and which are provided, or made available, to Customer by Company.
  7. Customer must hold the Company’s Proprietary Information in confidence for so long as such Proprietary Information remains Proprietary Information.

VI. INDEMNFICIATION

Customer hereby agrees to defend, indemnify and hold harmless Company and/or its officers, directors, shareholders, agents, employees, associates, including but not limited to, its business and technology partners, underlying technology creators, third-party suppliers, operators and providers, licensors, and affiliates (“the Cue Parties”) from and against any damages, losses, liabilities, judgments, fines, settlements, and expenses (including, without limitation, costs and reasonable attorneys’ fees) in connection with any claim, demand, suit, or proceeding brought against Company as a result of any use by Customer of the App and Services including, but not limited to, any claim by any third party alleging that Customer’s content, and/or Customer’s use of the App and/or Services infringes or misappropriates the intellectual property rights of a third party, harms a third party (financially or otherwise), or violates any applicable law including, but not limited to, HIPAA. This hold harmless and indemnification shall include all costs and expenses incurred by the Cue Parties in defending against any such potential or actual losses, claims, damages, liabilities or judgments contemplated herein, including, but not limited to, reasonable attorneys fees.

VII. LIMITATION OF LIABILITY

To the fullest extent permitted by laws of the State of Georgia, Customer agrees by using the App and Services that Customer assumes the full risk of Customer’s use of the App and Services and all liability associated therewith.  In no event shall the Cue Parties be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, loss of data, loss of use, goodwill, or other intangible losses, resulting from (i) Customer’s access to, use of, or inability to access or use the App and/or Services; (ii) any conduct or content of any third party on the App or the Services; (iii) any content obtained from the App and/or Services; and (iv) unauthorized access, use or alteration of Customer transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Company has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

VIII.   NOTICE

Any notice under this Agreement shall be in writing and shall be deemed to have been delivered to Company five (5) business days after deposit with a trackable overnight courier service, properly addressed to the Company to receive the same. The addresses for such communications to the Company shall be:

Cue Intelligence, Inc.
4351 Lakeside Hills Way, NE
Kennesaw, Georgia 30144

Any notice to Customer will be deemed received when submitted to Customer by email to the address provided by the customer in their Account profile. The Customer agrees to maintain a current electronic and physical mailing address on file with the Company at all times. Inability of notice to reach the Customer due to Customer’s electronic or physical mailing address being incorrectly provided to Company will not be deemed a failure of the Company in providing adequate notice to the Customer.

IX. TERMINATION

This Agreement may be terminated by either party upon providing notice of the same to the other party pursuant to section VIII of this Agreement. No termination, however, shall relieve the Customer from any ongoing responsibility or obligation incurred under this Agreement. Upon termination of this Agreement, Customer will continue to protect and hold in confidence Company’s Proprietary Information indefinitely.

X. NO AGENCY

Nothing in this Agreement shall be interpreted or construed as establishing either party as an agent, employee, or representative of the other party.

XI. GOVERNING LAW

This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Georgia, notwithstanding any conflict of law doctrine thereof or of any other jurisdiction. Each of the parties irrevocably and unconditionally: (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement, including without limitation, any action for preliminary and permanent injunctive relief and other equitable relief, shall be instituted exclusively in Superior Court of Cobb County in the State of Georgia; (ii) consents and submits to the exclusive jurisdiction of such court in any such suit, action or proceeding; (iii) consents to personal jurisdiction in such court and further agrees that service of process upon it may be effected by certified mail or by any other means permitted by law; (iv) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in such court; and (v) waives any claim or defense of inconvenient forum.

XII. OTHER TERMS

  1. This Agreement contains the complete understanding between the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by a written agreement signed by both of the parties hereto. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the parties, but only by an instrument in writing signed by both of the parties hereto.
  2. If any provision of this Agreement is later determined to be void, invalid, or unenforceable for any reason, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be void, invalid, or unenforceable; such amendment to apply only to the operation of such provision in the particular jurisdiction in which such adjudication is made, and the validity and enforceability of all of the remaining provisions of this agreement shall not be affected.
  3. This Agreement shall be binding upon and shall inure to the benefit of each party’s respective successors and assigns.