Terms of Service: Central Registry

1. Scope of these Terms of Service

1.1 CUE Labs Ltd, Gotthardstrasse 28, 6300 Zug, Switzerland (Company) is a Swiss company based in Zug which develops and maintains the CUE open-source project and provides products and services described on the website cue.dev. These “Terms of Service: Central Registry” govern the use of the Central Registry which can be accessed via the website registry.cue.works (Registry).

1.2 Besides the Registry, CUE Labs develops and maintains the open-source software project CUE, see https://github.com/cue-lang (Software). The terms and conditions regarding the Software can be found on https://github.com/cue-lang/cue. These “Terms of Service: Central Registry” (Terms of Service) only cover the use of the Registry and are not applicable to the Software and other services provided by the Company.

2. Conclusion of Agreement

2.1 Agreement. The agreement regarding the Registry (Agreement) is concluded between the Company and the user who uses the Registry or the organization that the user acts on behalf of while using the Registry (Customer). These Terms of Service are an integral part of the Agreement between the Customer and the Company.

2.2 Contracting Party. If the user signs up to the Registry (User) is acting as private person, the User is the contracting party of the Company and confirms that:

(a) they are at least 18 years old or the legal representor(s) have confirmed that they can enter into the Agreement with Company; and

(b) they agree that they have read, understood, and are bound to the Terms of Service.

If the User is acting on behalf of a company, organization or any other legal entity (e.g. his employer) (Organization), the User confirms that:

(a) they have full legal authority to bind the Organization to the Agreement; and

(b) they agree to the terms of the Terms of Service on behalf of the Organization.

2.3 Authentication Process. The Registry can be accessed after authenticating via GitHub. The Customer may be obliged to complete an authentication process before using the Registry.

2.4. Authorization Process: To use certain features of the Central Registry, an additional authorization process via GitHub is required.

3. Functionalities of the Registry

3.1 General. The Registry is a platform provided by the Company to its Customers to share modules of the Software (Modules). Customers can upload and download Modules and share them publicly or privately.

3.2 Uploading. Customers can upload Modules of the Software to the Registry and decide on the accessibility of its Modules by adjusting the corresponding settings on GitHub.

(a) Public Module. If a Module is uploaded and shared publicly (Public Module), the Module will be available i) to all organizations and users of the Registry and b) to the Company with the right to copy the Module and share it with third parties. The uploaded Module cannot be deleted or amended by the Customer once it has been uploaded.

(b) Private Module. If a Module is uploaded and shared privately (Private Module), the Module will only be available to organizations and users that the uploading Customers selects via Github access rights. The access rights can be amended by the Customer at any time via GitHub. The Module cannot be deleted or amended by the Customer once it has been uploaded. The Company will make a copy of the Module but will not share it with any third party (except the organizations and users selected by the Customer).

3.3 Downloading. Customers can download Modules as follows:

(a) Public Modules. Public Modules can be downloaded by the Company or Customers of the Company. The Company does not proof or check Public Modules and it is in the downloading Customer’s responsibility to assess the content and quality of a Module.

(b) Private Module. Private Modules can only be downloaded by the authorized persons defined by the Customer who uploaded the Private Module. The Company does not proof or check Private Modules and it is in the downloading Customer’s responsibility to assess the content and quality of a Module.

3.4. Company’s activity in the Registry. By signing up for the Registry, the Customer agrees that the Company may access, store, read and analyze the uploaded Modules (Data). The Company will not amend, delete or in any other way change Modules except such Modules do infringe an obligation according to section 4. The Customer further agrees that the Company receives automated notification via GitHub regarding specific events in the Registry (e.g. change of Data by Customer).

4.1 General Consent. The Customer agrees that the Company can use the Data as described in section 3.

4.2 Viruses. The Customer warrants that its Data does not contain any worms, viruses, spyware or malware, or any code of a destructive nature or which could be detrimental to the Company or any other customer or user of the Central Registry or any other user of the Data.

4.3 Content of Data. The Customer warrants that the Data does not comprise any unlawful or illegal content and in no way infringes any personal, intellectual, or other rights of third parties. The Customer represents and warrants and will continuously ensure that it has the rights and/or the sufficient licenses or permissions to share the Data with, and make the Data available to, the Company and third parties.

4.4 Personal Data. The Customer confirms that they are allowed to share with the Company any personal data which are part of the Data.

4.5 Lawful Use. The Customer must only use the Registry in a manner that is compatible with applicable laws and regulations. The Customer must not use the Registry for any illegal or unauthorized purposes. The Customer’s use of the Registry must not infringe or violate any applicable laws or rights of third parties (including but not limited to intellectual property rights of third parties).

4.6 GitHub Account. The Customer is solely responsible for maintaining the security of their account. The Company shall not be responsible if someone else has used the User’s GitHub account or if User has provided its account name or password to any third party. The Customer is responsible for its users’ compliance with the Terms of Service and preventing unauthorized access to the user’s account.

4.7 Notification. The Customer shall promptly notify the Company of any suspected or alleged violation of the Terms of Service and shall cooperate with the Company with respect to investigation of any suspected or alleged violation of the Terms of Service.

5. Data Security and Confidentiality

5.1 Data Hosting. If the Company stores a copy of Data, such copy will be saved on servers operated by Google Ireland Limited, Dublin, Ireland (Google) which are located in the European Union as described on https://cloud.google.com/compute/docs/regions-zones. Please see https://cloud.google.com/docs/security/encryption/default-encryption for information regarding the data security provided by Google. The Company downloads copies of the Data with reasonable security measures and over encrypted channels (e.g., https://). The Customer explicitly agrees that a copy of the Data may be stored on servers according to this section 5.1.

5.2 Confidentiality of Data. The Company will keep the Private Modules strictly confidential and not share it with any third party, except i) with third party service providers and partners of the Company for the provision and enhancement of the Company’s services or ii) to the extent as may be required by any competent judicial, governmental, or regulatory body. These confidentiality provisions do not apply to the Public Modules and any information that is available in the public domain.

6. Privacy

6.1 Compliance. The Company and the Customer agree to comply with the applicable laws regarding privacy of personal data.

6.2 Privacy Policy. The Company’s privacy policy can be found on cue.dev/privacy-policy and is applicable as amended from time to time by the Company.

7. Intellectual Property

7.1 Company’s IP. The Company owns all intellectual property and other rights to a) the Registry and b) all services related to the Registry (Company’s IP). The Customer is not allowed to use Company’s IP except as expressly permitted in these Terms of Service.

7.2 Data. The Customer confirms that it owns all intellectual property rights in the Data or has the legal right to use such Data and provide it to the Company according to these Terms of Service.

7.3 Public Modules. The Customer grants the Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable license in the Public Modules to receive, host, store, analyze, process, copy, create derivative works, distribute, publicly perform, publicly display, publicly share, amend and adapt the Public Modules.

7.4 Private Modules. The Customer grants the Company a worldwide, non-exclusive, royalty-free license to host, store, read and distribute the Private Modules according to these Terms of Service.

7.5 Rights of Use. The Customer downloading a Public Module is granted a non-exclusive, non-transferable, non-sublicensable, worldwide license to use the Public Module for internal purposes. The Customer especially is not allowed to share the Public Modules with third parties.

8. Warranty and Liability

8.1. No warranties. The Registry is provided by the Company without any warranty of any kind, express or implied, including but not limited: any warranty to merchantability, fitness for a particular purpose, security, confidentiality or noninfringement. The Company especially makes not warranties about the Modules uploaded to the Registry. Downloaded Modules are used on the sole responsibility of the downloading Customer and the Customer cannot make the Company liable for any damages that might arise from the use of a Module.

8.2 Limitation of Liability. The liability of the Company in connection with the Agreement is excluded to the extent possible by applicable law, especially the liability for slight negligence and auxiliary persons is excluded.

8.3 No liability Regarding Servers. The Customer explicitly agrees that the Data is stored on the servers according to section 5.1. The Company is not liable for any damages (including loss of data) due to breach of security of the servers according to section 5.1 caused by Google or any third parties.

8.4 Data Loss. The Company is not obliged to provide the Customer any copies of Data in case the Customer loses its Data.

8.5 Intellectual Property. The Customer shall not infringe the intellectual property rights of the Company or of any third parties. The Customer expressly agrees to defend, hold harmless and indemnify the Company against any claim, demand, suit or proceeding made or brought against the Company by any third party alleging that the Data or use of the Data infringes any intellectual property rights of a third party, or violates any applicable laws or regulations. The Customer agrees to a) promptly give the Company written notice of any such claim, demand, suit or proceeding; and b) give the Company sufficient control to defend and settle such claim, demand, suit or proceeding (provided that the Customer may not settle any claim, demand, suit or proceeding itself and the settlement unconditionally releases the Company from all liability).

9. Term

9.1 Start. The Agreements starts at the moment the Customer signs up for the first time to the Registry.

9.2 Termination by Customer. The Customer can terminate the Agreement at any time by removing their account from the Registry. The uploaded Modules remain on the Registry according to the terms in this Agreement.

9.3 Termination by Company. The Company can terminate or suspend the Agreement at any time.

10. Amendments

10.1 The Company may amend or change these Terms of Service at any time. Amended Terms of Service are valid as soon as published by the Company on its website cue.dev/terms-of-service/central-registry.

11. General Provisions

11.1 Assignment. Neither party may assign or otherwise transfer this Agreement, or any of a party’s rights or obligations under this Agreement, to any third party without the other party’s prior written consent, which consent must not be unreasonably withheld, delayed or conditioned; provided, however, that the Company may assign or otherwise transfer this Agreement, (a) to a successor-in-interest in connection with a merger, acquisition, reorganization, a sale of all or substantially all of its assets, or other change of control, or (b) to a affiliate.

11.2 No Partnership. Nothing in the Agreement is intended nor shall be deemed to create any partnership, agency, or joint venture relationship by or between the parties.

11.3 Severability. Should any part or provision of this Agreement be held to be invalid or unenforceable, the other provisions of this Agreement will nonetheless remain valid. In this case, the invalid or unenforceable provisions shall be replaced by a substitute provision that best reflects the economic intentions of the parties.

11.4 Applicable Law. This Agreement and all claims arising out of, or in connection with, this Agreement (including all claims arising out of contract, tort, or unjust enrichment) are in all respects governed, construed, and enforced according to the substantive laws of Switzerland.

11.5 Jurisdiction. The courts at the registered seat of the Company have exclusive jurisdiction for any and all disputes arising out of or in connection with this Agreement.

Last updated: 31.03.2025