Terms of Service - CUE Unity

1. Scope of these Terms of Service

1.1 CUE Labs Ltd, Grienbachstrasse 11, 6300 Zug, Switzerland (Company) is a Swiss company based in Zug which offers the services described on the website https://cuelabs.dev. These “Terms of Service – CUE Unity” cover the service called CUE Unity which is available as an application on the GitHub marketplace https://github.com/marketplace (Application).

1.2 Besides the Application, there is an open source software language called CUE (Software). The terms and conditions regarding the Software can be found on https://github.com/cue-lang/cue. The “Terms of Service – CUE Unity” (Terms of Service) only cover the Application and are not applicable to the Software.

2. Conclusion of Agreement

2.1 Agreement. The agreement regarding the Application (Agreement) is concluded between 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.

2.2 Contracting Party. If the user installing the Application (User) is not the owner of the GitHub repository, by installing the Application, the User confirms that:

a) they have full legal authority to bind the owner of the GitHub repository (e.g. employer of the user or any other entity or organization connected to the user) (Owner), to the Agreement; and

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

If the User is the Owner 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

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

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 gets (via GitHub) the option to decide on which repositories the Application is installed (Selected Repositories).

3.2 Company’s Access to Customer’s Repositories. By installing the Application, the Customer agrees that Company may access, read and download a copy of all files saved in the Selected Repositories as well as all meta data of the Selected Repositories and all Pull Requests (all files and the metadata collectively and the Pull Requests, the Data). 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. Company may change the permissions according to this section 3.2 and Customer will be asked for his consent to the changed permissions. If Customer does not consent to the new permission Company only may use the Application with the initial permissions.

3.3 Subscribe to event. By installing the Application, the Customer further agrees that the Company receives automated notification via GitHub regarding specific events 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. Company may download and use a full or partial copy of the Data – at one or several occasions – for the purpose of testing, improving, enhancing, and correcting 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 its Data to prepare for new versions of the Software. Company is not obliged to inform Customer. Further, Company does not guarantee that the Software (including new versions of the Software) will not cause configuration errors even if 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 section 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 is obliged to ensure that and represents and warrants that the Data does not comprise any unlawful or illegal content (especially that the Data and sharing the Data with the Company does not infringe any copyright law, copyrights of third parties, data protection law and any other applicable law) and in no way infringes any personal, intellectual or other rights of the Company or any third parties. 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 (e.g. names of software engineers as notes in the source code) which are part of the Data.

5.5 GitHub Account. The Customer is solely responsible for maintaining the security of its account with GitHub (e.g. password). The Company shall not be responsible if someone else has used the Customer’s GitHub account or if User has provided its account name or password to any third party. Owner is responsible for its Users’ compliance with the Terms of Service and preventing unauthorized access to the User’s account at GitHub by third parties.

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. 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 5.1.

6.2 Confidentiality of Data. The Company will keep the Data strictly confidential and not share it with any third party, except 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 Customer

7. Privacy

7.1 Customer personal data. The Company processes personal data of the User and Owner for the purposes set out in these Terms of Service in compliance with applicable data protections laws (especially the General Data Protection Regulation of the European Union (GDPR)) as follows:

a) The Company processes the following personal data: (i) GitHub name and e-mail address of User; and (ii) if available, name of the User and Owner.

b) The personal data is used by the Company to conclude the Agreement and act according to the Terms of Service, especially to inform the Customer according to section 3.5.

c) The personal data is processed on the basis of Article 6(1)(b) GDPR for the performance of the Agreement.

d) The personal data is only disclosed to Google which acts as Company’s data processor.

e) The personal data is saved in Switzerland and countries of the European Union.

f) The personal data is saved during the term of the Agreement and deleted within six months after the end of the Agreement.

7.2 Other Personal Data. The Company further processes personal data contained in the Data as follows: Personal data included in the copies of the Data downloaded by the Company (e.g. names of software engineers as notes in the source code) is saved on the server’s according to section 5.1 incidentally to the downloading of copies of the Data. The Company will not use this personal data for any purposes besides according to sections 3 and 4.

7.3 Data Controller. The Company is the data controller according to applicable data protection laws (especially GDPR) for processing of personal data according to this section 7. The contact person of the Company for the Customer regarding data protection can be reached via e-mail to contact@cuelabs.dev.

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 provided in this Terms of Service.

9.2 Customer 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 Company according to these Terms of Service. 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 anything regarding the Software or new versions of the Software which are tested by 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 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.

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

10.6 Liability of Customer. The Customer holds the Company harmless and is fully liable for any damages of the Company in connection with any infringements of the Agreement and/ or Terms of Service (especially but not limited to sections 5.2, 5.3 and 5.4) by the Customer.

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. The Company may use the functionalities of the Application according to Section 3 (especially access the Selected Repositories) only during the term of the Agreement. Without any other written information from the Customer to the Company, the license according to section 7 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 7 by written information to Company by sending an email to contact@cuelabs.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 5.1 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 https://cuelabs.dev or on the dedicated website of GitHub.

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.