Terms of Service: CUE Unity

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: CUE Unity” govern the use of CUE Unity which is available as an application on the GitHub marketplace github.com/marketplace/cue-unity (Application).

1.2 Besides the Application, CUE Labs develops and maintains the open-source software project CUE, see https://github.com/cue-lang (Software) and other services (i.e. the Central Registry, see registry.cuelabs.dev). The terms and conditions regarding the Software can be found on https://github.com/cue-lang/cue. These “Terms of Service: CUE Unity” (Terms of Service) only cover the use of CUE Unity 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 Application (Agreement) is concluded between the Company and the owner of the GitHub repository for which the Application is installed (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 installing the Application (User) is not the owner of the GitHub repository (Owner/Organization), by installing the Application, the User confirms that:

(a) they have full legal authority to bind the Owner/Organization of the GitHub repository (e.g. as employee of the Owner/Organization), to the Agreement; and

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

If the User is the Owner/Organization of the GitHub repository, by installing the Application, the User confirms that:

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

3. Functionalities of the Application

3.1 Customer’s Repositories. The Application can be installed on public or private repositories on GitHub. When installing the Application, the User selects which repositories the Application is installed on (Selected Repositories).

3.2 Company’s Permission to Customer’s Repositories. By installing the Application, the Customer agrees that Company may access, read and download copies of all files (especially software code) saved in the Selected Repositories, the metadata of the Selected Repositories and all pull requests (all files, the metadata and the pull requests collectively, the Data). The Company will not amend, delete or in any other way change the Data or settings of the Selected Repositories. The permission according to this section 3.2 requires Customer’s consent via GitHub during the installation of the Application. The Company may change the permissions according to this section 3.2 and the Customer will be asked for his consent to the changed permissions. If the Customer does not consent to the new permission the Company only may use the Application with the initial permissions.

3.3 Notifications. By installing the Application, the Customer agrees that the Company receives automated notification via GitHub regarding specific changes in the Selected Repositories (e.g. change of Data by Customer).

4. Testing of Data by Company

4.1 Company’s Use of Data for Testing. The Company may download and use a full or partial copy of the Data – at one or several occasions – to test, improve, enhance, and correct new versions of the Software (Testing). Any other use of the Data only is allowed with the Customer’s consent.

4.2 Information to Customer. The Company may inform the Customer about the results of the Testing and make suggestions how Customer could change code in the Selected Repositories to prepare for new versions of the Software. The Company is not obliged to inform the Customer. The Company does not guarantee that the Software (including new versions of the Software) will not cause errors even if the Customer has installed the Application.

5.1 General Consent. The Customer agrees that the Company can use the Data and Selected Repositories as described in sections 3 and 4.

5.2 Viruses. The Customer warrants that its Data and Selected Repositories do 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 user of the Application.

5.3 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 is solely responsible for all content and activities in its Selected Repositories. 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.

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

5.5 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 Customer’s GitHub account or if the 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 its user’s account.

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

5.7 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.

6. Data Security and Confidentiality

6.1 Data Hosting. In case the Company downloads a copy of the 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://). Customer explicitly agrees that a copy of the Data may be stored on servers according to this section 6.1.

6.2 Confidentiality of Data. The Company will keep the Data 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 Data in public repositories of GitHub or to any information that is available in the public domain.

6.3 Publication of test results. The Company may share test results which include information about the Customer or Data of non-public Selected Repositories with third parties only with the consent of the Customer.

7. Privacy

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

7.2 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 Compan.y

8. No Cost

8.1 The Application can be downloaded for free.

9. Intellectual Property

9.1 Company’s IP. The Company owns all intellectual property and other rights to a) the Application and b) all services related to the Application including – but not limited to – all the results of the Testing (Company’s IP). The Customer (including the User) are not allowed to use Company’s IP except as expressly permitted in these Terms of Service.

9.2 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. The Customer grants the Company a worldwide, non-exclusive, royalty-free, sublicensable, non-transferable (except as specified in section 13.1), license to receive, host, store, analyze, process, copy and create derivative works of the Data in accordance with this Terms of Service. The Company may use quality and security analysis results and snippets of the Data to amend or enhance the Software.

10. Warranty and Liability

10.1 No warranties. The Application 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 does not warrant against bugs or issues caused by newer version of the Software, which are tested by the Company on basis of the Data.

10.2 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.

10.3 No liability Regarding Servers. The Customer explicitly agrees that the Data (including personal data contained in the Data) is stored on the servers according to section 6.1. The Company is not liable for any damages (including loss of data) due to breach of security of the servers according to section 6.1 caused by Google or any third parties.

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

10.5 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).

11. Term

11.1 Start and End. The Agreements starts at the moment User installs the Application and remains in place as long as the Application is selected for at least one GitHub repository of the Customer.

11.2 Termination by Customer. The Customer can terminate the Agreement at any time by deleting the Application for all its GitHub repositories.

11.3 Termination by Company. The Company can terminate or suspend the Agreement at any time by delisting the Application from the marketplace of GitHub or by notice to Customer.

11.4 Testing after Termination. Without any other written information from the Customer to the Company, the license according to section 9.2 is valid unlimited in time, i.e. the Company may keep all copies of the Data downloaded during the term of the Agreement and use it for Testing after the term of the Agreement for an unlimited time. Customer may limit the validation period of the license according to section 9.2 by written information to Company by sending an email to contact@cue.dev specifying which copies of Data shall be deleted by Company; in that case Company will delete such copies of the Data on the servers according to section 6.1 within ten business days after receipt of the e-mail.

12. Amendments

12.1 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-services/unity.

13. General Provisions

13.1 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.

13.2 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.

13.3 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.

13.4 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.

13.5 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