Cube Dev Terms Of Use

THESE TERMS OF USE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (COLLECTIVELY “YOU” OR “YOUR”), AND CUBE DEV, INC., A DELAWARE CORPORATION (“US,” “WE” OR “OUR”) GOVERNING YOUR ACCESS TO OR USE OF OUR WEBSITE AS WELL AS OUR AI-POWERED ADVANCED AGENTIC ANALYTICS PLATFORM AND RELATED SUPPORT AND SERVICES THAT WE PROVIDE (COLLECTIVELY, OUR “ SERVICES”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL CLAIM BASIS ONLY AND WITHOUT A JURY TRIAL.

UNLESS WE HAVE ANOTHER WRITTEN AGREEMENT WITH YOU OR THE COMPANY YOU REPRESENT, THIS AGREEMENT APPLIES TO YOUR USE OF THE SERVICES, TOGETHER WITH YOUR ORDER (MADE ONLINE OR BY ORDER FORM), AND THE CUBE DEV PRIVACY POLICY WHICH IS INCORPORATED BY REFERENCE: https://cube.dev/privacy-policy.

These Terms of Use apply to You and Your use of the Services, including any others you permit to use the Services. If you do not accept all terms of this Agreement including the Privacy Policy, then You are not authorized to access and use the Services. Your use of the Services constitutes your acceptance of this Agreement.

1. Use of the Services. Subject the terms and conditions of this Agreement, We hereby grant You a limited, non-exclusive, royalty-free, non-transferable, non-sublicensable right to allow Your authorized users (“Users”) to access and use the Services during the Term solely for Your and Your Affiliates’ internal business purposes, only in accordance with the documentation we make available at https://cube.dev/docs (“Documentation”), and only as specified and as may be limited as part of an online purchase or in an order form (Your “Order”). For example, Your Order may have usage limitations based on the amount of Cube Consumption Units (“CCUs”) You have purchased as described at https://cube.dev/pricing.

   “Affiliate” for the purposes of this Agreement means a business entity that is controlled by, controlling, or under common control with Your company.

   “Internal business purposes” for the purposes of this Agreement includes Your right to use of the Services to support Your own developed applications that are external facing, i.e., accessible by Your clients, consumers, vendors, business partners, and other third parties, but only to support Your internal operations and internal benefit or that of an Affiliate. Unless otherwise specified in an Order Form or mutually agreed in writing by the Parties, You may not make the Services available to a third party (other than an Affiliate) on a stand-alone basis or bundled with another application or service for that third party’s use for their own business purposes unrelated to their relationship with You. For example, You might use Cube’s semantic layer and AI agents to power customer-facing analytics dashboards or chatbots with Your customers and prospective customers, but You are not authorized to make Our Services available directly or as part of a bundled offering by You to Your clients for their use to power dashboards or chatbots that they might in turn make available to their customers or other third parties as part of their business offerings.

2. Trial Plans. If You order a limited-time “trial” or “evaluation” version of the Services (“Trial Plan”) under this Agreement, You may use the Service until you have either reached any usage limits specified or for the period of time specified in your Order not to exceed ninety (90) days, whichever occurs first (the “Trial Period”). You may use the Services under the Trial Plan solely for Your evaluation purposes, and not in a production setting. The Services may automatically cease functioning at the end of the Trial Period and all data an information hosted by the Services will no longer be available to you unless (i) You supply Your payment card or other payment information and purchase a paid subscription to the Service; or (ii) Cube extends Your Trial Period in writing in its sole and absolute discretion. You acknowledge and accept that We may terminate Your use of the Services under the Trial Plan for any reason or no reason at all and without any required prior notice. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, WE PROVIDE THE SERVICES UNDER THE TRIAL PLAN “AS IS” WITHOUT INDEMNIFICATION, WARRANTY, OR LIABILITY TO YOU OF ANY KIND. USE OF THE TRIAL PLAN IS AT YOUR OWN RISK AND SOLELY FOR EVALUATION PURPOSES.

3. Restrictions on Use. You may not use the Services or Documentation except as expressly permitted in this Agreement. You may not cause or authorize Users or any third party to: (i) alter, modify or create any derivative works of the Services, the underlying source code, or the Documentation; (ii) rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer rights to the Services or Documentation, including for timesharing or as a service bureau; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; (iv) copy, distribute, link, frame, mirror or otherwise make available any portion of the Services to any third party other than a third-party contractor who may only use the Services to support Your internal business purposes; (v) remove or alter any logos, trademarks, links, copyright or other notices, legends or markings from the Services or Documentation; (vi) attempt to bypass or tamper with the security, operation, use limits, or access control technology of the Services; (vii) attempt to access the accounts or data of any other customer or third party; (viii) use the Services for benchmarking purposes, or otherwise to analyze its workings and features for competitive purposes; (ix) use the Services in a manner that imposes unusual demands on it outside of normal functions and operations; (x) use, or allow the use of, the Service(s) by anyone located in, under the control of, or a national or resident of a U.S. embargoed country or territory or by a prohibited end user under export control laws; (xi) use the Service(s) to create, use, send, store, or run viruses or other harmful computer code; or (xii) use the Service(s) or Documentation in a way that violates applicable law or infringes upon the rights of a third party, including without limitation those pertaining to contract, intellectual property, lawful use and application of AI technology, data privacy, or publicity. Notwithstanding any other provision of this Agreement, in the event of breach of any restrictions in this Section 3, We shall have the right upon notice to immediately suspend Services until such breach is corrected.

4. Passwords. You and your Users are solely responsible for using secure passwords, changing passwords frequently, and maintaining the confidentiality of user logons and passwords. We shall not be liable for any losses arising from unauthorized access to the Services or Your account that is due to the failure of You or Your Users to protect accounts through proper maintenance of user logons and passwords.

5. Third-Party Components. To use certain features of the Service, You may be required to download and install on-premises data gateway software provided by Microsoft Corporation (“MS Gateway Software”). For clarity, the MS Gateway Software is a “Third-Party Component.” If You elect to enable, access, or use any Third-Party Components, such as the MS Gateway Software, third-party data sources, and AI services from third-party providers (such as third-party LLM providers) Your access and use of such Third-Party Components is governed solely by the terms and conditions and privacy policies of the provider of such Third-Party Components, and not this Agreement. We do not endorse, are not responsible or liable for, and make no representations or warranties as to any aspect of such Third-Party Components, including their content, the manner in which they handle data, Your payment obligations to the providers, or any other interaction between You and the provider of such Third-Party Components. We do not control and have no liability for Third-Party Components, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Components or their providers use, store, maintain, and backup data. By enabling a Third-Party Component to interact with the Services, You authorize Us to access and exchange Your data with such Third-Party Component on Your behalf.

6. Protection of Your Data. We shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of the data You provide to Us for processing by the Services (“Your Data”). At all times, both We and You shall use all reasonable efforts to comply with all applicable laws and regulations governing the use and privacy of information (“Privacy Laws”). In the event of an intrusion or other breach of the Service’s security, regardless of the cause, We shall: (a) notify You of the breach without undue delay upon Our becoming aware of it; (b) update You once an investigation into the nature of the breach has been conducted and sufficient steps to remediate or correct the breach have occurred to ensure that all of Your Data is secure and would not be further jeopardized by such notification; and (c) resolve the breach and take commercially reasonable steps to recover any data disclosed as a result thereof.

7. Anonymous Data. You acknowledge and agree that We are permitted to compile and use statistical or anonymized, non-personally identifiable information obtained by use of Our Services and use or transfer such information for any lawful purposes; provided, however, that such data has been fully de-identified and cannot in any way be traced back to You, Your Data, Your Users, and does not contain any personally identifiable information. Such anonymous data includes, but is not necessarily limited to, technical logs, telemetry, performance metrics, and usage patterns that have been fully anonymized or aggregated. Such anonymous data does not include Your Data including Your AI Inputs, or Your AI Output generated by the Services.

8. Use of Artificial Intelligence. We are committed to responsible and ethical use of AI. The AI features included in Our Services are designed to support transparency, accountability, and human oversight. We shall not use, and shall not permit any data processor, contractor, or agent to use, Your Data to train, fine-tune, or otherwise improve any machine learning or artificial intelligence models, except as may be expressly authorized by You and then solely to provide Services for You. Please note that You are responsible for Your use of other AI systems that are Third-Party Components that You choose to connect and use with the Services. You may consult the Documentation for information on how to allow or disallow access to AI systems and configuration options in the Services.

9. Responsibility for AI Input and AI Output. You acknowledge and agree that You are responsible for all AI Inputs You provide to any AI-enabled feature of Our Services and for Your use of any AI Output. You are solely responsible for reviewing, validating, and determining the appropriateness of any data queries, recommendations, or other AI Output generated with the assistance of AI agents and other AI features within Our Services, or from other AI systems that are Third-Party Components. You shall ensure Your use of all AI features and AI Output complies with applicable laws, including without limitation restrictions on profiling, automated decision-making and human-in-the-loop requirements, transparency marking and disclosures, or use of AI for purposes prohibited by applicable law.

10. Artificial Intelligence Disclosures. We shall: (a) disclose to You the identity of any AI providers we use to power AI features built into Our Services; (b) implement such AI systems in accordance with recognized governance frameworks, including the NIST AI Risk Management Framework (AI RMF 1.0), and applicable AI laws and regulations; and (c) implement safeguards consistent with industry standards to seek to mitigate known risks including bias, hallucinations, and false or misleading AI Output. As may be required of Us or You by applicable law, We shall provide, upon Your request, necessary “Model Card” information or transparency reports about the logic, capabilities, and limitations of AI functionality we use in the delivery of Our Services, such as a high-level explanation of sources of training data, how outputs are generated and any material risks associated with use of such features, and safety and risk mitigation features. For AI systems you opt to connect and use that are Third-Party Components from third-party AI providers, such information must be obtained from the provider of the Third-Party Component.

11. Proprietary Rights.

    a. Your Data and Customer Materials. As between the parties, You will retain all right, title and interest in and to the information provided by or on your behalf for processing by the Services and any other materials or information provided by or for You needed by Us to perform the Services and fulfill our obligations under this Agreement. Nothing in this Agreement will confer to Us any right of ownership or interest in the Your Data or other materials, other than the limited license and rights set forth herein. Further, as between the parties, You will own all right, title, and interest in AI Output that is generated by the Services based on Your AI Input and We claim no ownership rights in Your AI Output.

    b. Our Intellectual Property. As between the parties, We shall retain all right, title and interest in and to Cube Intellectual Property, and any changes, derivatives, corrections, developments, bug fixes, enhancements, updates and other modifications, improvements thereto made by or for Us, and as between the parties all such rights shall exclusively vest in Us. Nothing in this Agreement will confer on You any right of ownership or interest in any Cube Intellectual Property, other than the limited license set forth herein. “Cube Intellectual Property” means Our proprietary technology, including the Services and Documentation, websites, software tools, hardware designs, algorithms, software, APIs, user interface designs, architecture, documentation, network designs, know-how, and trade secrets, improvements, materials, methods, processes, formulas, techniques, deliverables and other information developed or otherwise made in whole or part by Us in the performance of the Services, and all intellectual property rights therein and thereto throughout the world (whether owned by Us or licensed to Us by a third party). Cube Intellectual Property does not include Your Data, Your AI Input, or Your AI Output, nor does it include any Third-Party Components or output from such components or services.

12. Feedback. We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Services and related resources (“Feedback”). To the extent You provide Feedback, You grant Us a non-exclusive, royalty-free, fully paid, sub-licensable, transferable, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of such Feedback into the Services without restriction), provided that such Feedback does not identify You or Your Users or include any Your Data without Your prior written consent.

13. Fees and Payment Terms.

    a. Fees. You shall pay all Fees due associated with Your Use of the Services as set forth on Your Order (“Fees”). Notwithstanding the duration of Your Subscription Term, if You have exhausted your available credits or other limits in using the Services, You may be unable to use the Services until you have ordered and paid for additional credits or entitlements. Unused credits expire at the end of the Subscription Term.

    b. Invoiced Customers: If you have been approved by Us to be invoiced for payments, then unless otherwise stated in Your Order, You will pay all Fees in accordance with the following: (a) Fees are invoiced in advance for the entire Subscription Term; (b) payment will be due within thirty (30) days from the date of the invoice. Once accepted by Us, Your Order is non-cancellable and nonrefundable except as expressly provided in this Agreement, and the Subscription Term as set forth in the order form is a continuous and non-divisible commitment for the entire duration of the Subscription Term.

    c. Payment Cards/Electronic Payments: If Your Order specifies payment by a payment card or a supported electronic payment processing service (“Payment Account”), We will charge Your Payment Account for the full amount of Subscription Term Fees at the time of Your Order, which amount is not cancellable or refundable. You will also be charged for any additional purchases You make during the Subscription Term, or if You exceed Your usage credits, and We will charge the applicable amount to Your Payment Account at such time. Your Payment Account will also be charged for all applicable taxes, if any, relating to any such purchases, transactions, or other monetary transaction interactions. If your Payment Account declines Your purchase, we may suspend the Services until you establish a new Payment Account and pay all Fees due. You are responsible for keeping all Payment Account information accurate and up to date, including payment card, address, and account information needed by Us to charge your Payment Account. You hereby represent that You have the right to provide Us with Your Payment Account information and authorize Us to charge Your Payment Account for all Fees as they come due. You agree to pay all charges incurred by Users of Your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred.

    d. General Payment Terms. All Fees are payable in United States dollars and are non-cancelable and non-refundable except as otherwise set forth herein. You shall be responsible for paying all sales, use, value added or other taxes we are required to collect, except for taxes based on Our income. For unpaid amounts due, not properly disputed, We may, without prejudicing any other rights or remedies available to Us, charge interest at the rate of 1% per month or the maximum rate permitted by applicable law, whichever is less, and suspend the Services until You have paid all Fees due. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Us reasonably necessary to collect any amount that is not paid when due and not properly disputed.

    e. Disputes. You will notify Us in writing in the event You have a good faith dispute as to Fees or taxes payable by You under this Agreement. You will provide such notice to Us prior to the due date of the invoice containing such Fees or taxes due that are in dispute and the We will work together with You in good faith to resolve the applicable dispute promptly. Calculations regarding usage of our Services will be based on Our system reports as the system of record. You will pay all amounts that are determined to be payable by resolution of the dispute within ten (10) days following such resolution.

14. Term and Termination. This Agreement commences when You accept the terms and expires on the date of expiration or termination of all your Orders (the “Term”). Each Order will state the Subscription Term for the Services ordered.

    a. Auto-Renewal; Pricing. Unless otherwise specified in Your Order, at the end of each Subscription Term Your Order shall automatically renew for an additional Subscription Term of equal duration (a “Renewal Term”) unless You or We notify the other party of the intent not to renew at least thirty (30) days prior to the end of the current Subscription Term. Pricing applicable to a Renewal Term shall be at the then-current pricing in effect as posted on Our website at https://cube.dev/pricing unless otherwise communicated to You by Us at least sixty (60) days prior to the end of Subscription Term.

    b. Termination. You may choose to terminate this Agreement and all Orders at any time for any reason with written notice, provided that upon such termination You will not be entitled to a refund of any pre-paid Fees, and all remaining Fees for a then-current Order or Subscription Term that are outstanding will become immediately due and payable. Either party may terminate this Agreement and all Orders upon thirty (30) days’ prior written notice to the other party for cause: (i) if after such notice period a material breach by the other party remains uncured, or (ii) if the other party becomes the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If We properly terminate the Agreement and all Orders for an uncured breach by You, You will not be entitled to a refund of any pre-paid Fees, and all remaining Fees for a then-current Order or Subscription Term that are outstanding will become immediately due and payable. If You properly terminate the Agreement and all Orders for an uncured breach by Us, we will refund to you on a pro-rated basis any unused, unearned Fees as of the date of termination and no further Fees from You shall be due.

    c. Effect of Termination. Immediately upon termination of this Agreement for any reason, You will cease use of the Services and return or destroy all copies of Our Confidential Information. After the expiration or termination of this Agreement for any reason Your account shall be deactivated and all Your Data deleted unless retention is required by law. All provisions of this Agreement which by their nature should survive cancellation or termination of this Agreement shall survive cancellation or termination.

15. Confidentiality.

    a. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party to this Agreement (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data and any ancillary information, such as account information for Users. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was or becomes known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by written records, or (iii) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.

    b. Protection of Confidential Information. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party except as permitted by this Agreement. Receiving Party shall only use Disclosing Party’s Confidential Information to fulfill its obligations under this Agreement. Receiving Party shall use the same degree of care to protect the confidentiality of the Confidential Information that it uses to protect its own confidential and proprietary information (but in no event less than reasonable care). Receiving Party may disclose Confidential Information to its employees, consultants, agents, and data Subprocessors (collectively “Representatives”), who reasonably need to know such Confidential Information for purposes of this Agreement, provided that Receiving Party shall ensure that such employees, consultants, and agents are bound by obligations of confidentiality at least as protective of the Disclosing Party’s Confidential Information as the obligations in this Section. Receiving Party shall be liable for any disclosures of Confidential Information by its Representatives.

    c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall limit any disclosure of Confidential Information pursuant to this Section to the extent strictly necessary to comply with the applicable request by such governmental entity. Any disclosure of Confidential Information pursuant to this Section shall not affect the confidential treatment of such disclosed Confidential Information.

    d. Remedies. Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the parties stipulate and agree that the Disclosing Party will be entitled to seek and obtain equitable relief, including but not limited to a temporary restraining order or preliminary injunction.

16. Indemnification.

    a. By Us. We shall defend, indemnify, and hold You harmless from and against all claims, losses and damages (including reasonable attorneys’ fees) made by a third party against You that the Services infringes that third party’s United States intellectual property rights, except to the extent such a claim arises from Your misuse or unauthorized use of the Services. If We believe that any portion of the Services may be subject to such a claim, then We may, at Our sole option and expense, procure for You the right to continue using the Service, modify or replace the infringing portions of the Service to allow for continued use, or if these alternatives are not commercially reasonable, refund any unused, prepaid Fees and terminate this Agreement. Notwithstanding the foregoing, the Our indemnification obligations set forth in this Section do not apply to, and We will have no obligation for, any claim to the extent it arises from (i) modifications to the Service by anyone other than Us or a third-party expressly instructed on Our behalf, (ii) modifications to the Service based upon specifications furnished by You (iii) You and/or any of Your Users’ unauthorized use of the Service, (iv) Your Data, or (v) use of the Service in conjunction with third-party software, hardware, data, or services, or any other combination of the foregoing, unless such item is identified by Us as part of the system requirements for the Services. THIS SECTION STATES OUR ENTIRE LIABILITY FOR ALLEGED INFRINGEMENT BY THE SERVICES OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

    b. By You. You agree to defend, indemnify and hold Us harmless from and against all claims, losses and damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) made by a third party based on allegations: (i) that if true would constitute a breach of Your obligations under Section 3 (“Restrictions on Use”) of this Agreement; and (ii) claims alleging infringement, misappropriation, or unauthorized use directed at Your Data, including Your AI Input, or Your use of AI Output.

    c. Indemnification Procedures. As a condition to being indemnified under this Agreement, the party seeking indemnification shall: (i) promptly notify the indemnifying party of the claim, provided that delay in notification shall not relieve a party of its indemnification obligations except to the extent the delay caused prejudice to the indemnifying party’s ability to defend; (ii) allow the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide assistance, at the indemnifying party’s expense, in defending or settling the claim. The indemnifying party shall keep the indemnified party informed of and consult with the indemnified party in connection with the progress of such litigation or settlement and not settle any such claim in a manner that does not unconditionally release the indemnified party without the indemnified party’s written consent, not to be unreasonably withheld or delayed.

17. Limited Warranties; Disclaimers.

    a. Services. We warrant for duration of the Subscription Term that the Services will operate in substantial conformance with the Documentation when used in normal operating conditions. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the warranty period, and upon receipt of such notice, We, at Our option, will either use commercially reasonable efforts to modify and provide an update to the Software so that it is in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time. Notwithstanding any other provision of the Agreement, this Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the warranty related to the performance of the Services.

    b. Professional Services. We warrant to You that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry practices and the terms and conditions herein. However, if You do not provide Us timely access to Your Customer Materials in Our performance of Professional Services, then Our performance will be excused until You do so. Your exclusive remedy for breach of this warranty is to notify Us in writing within thirty (30) days of the non-conforming Services. Upon receipt of such notice, at Our option, We will either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or will terminate the affected Professional Services and will refund You the prorated amount of Fees for the unperformed and non-conforming Professional Services. This Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the performance of Professional Services.

    c. Warranty by Customer for Your Data. You warrant to us that You have the legal right, licenses, and consents as needed for us to process Your Data for You as provided by this Agreement.

    d. EXCEPT FOR THE FOREGOING, WE PROVIDE THE SERVICES AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, SECURITY OF DATA, OR ACHIEVEMENT OF RESULTS. YOU ACKNOWLEDGE WE HAVE NO RESPONSIBILITY FOR THIRD-PARTY COMPONENTS OR OTHER THIRD-PARTY DATA OR SERVICES YOU CHOOSE TO USE IN CONJUNCTION WITH OUR SERVICES.

18. General Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND CLAIMS BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY (THE “CAP”); PROVIDED, HOWEVER, IN THE EVENT OF ANY UNAUTHORIZED DISCLOSURE OF, ACCESS TO, OR LOSS OF YOUR DATA CAUSED BY OUR FAILURE TO MAINTAIN INDUSTRY STANDARD ADMINISTRATIVE, PHYSICAL, AND TECHNICAL SAFEGUARDS FOR PROTECTION OF THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF YOUR DATA OR OUR FAILURE TO MAINTAIN ANY ADDITIONAL SAFEGUARDS SPECIFIED IN A MUTUALLY AGREED DATA PROTECTION ADDENDUM IN EFFECT BETWEEN THE PARTIES, THE AGGREGATE LIABILITY “CAP” WILL BE MULTIPLED BY THREE (3) WITH RESPECT TO SUCH CLAIMS. WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF THE SERVICES ARISING FROM OR RELATED TO (i) YOUR OR YOUR USERS’ FAILURE TO CONFIGURE THE SERVICES IN CONFORMANCE WITH THE DOCUMENTATION OR (ii) YOU OR YOUR USERS’ VIOLATION OF APPLICABLE LAWS.

19. Modifications to this Agreement. We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on Our site with a new date, or (ii) providing reasonable notice to You of the change. Modifications will take effect at the start of the calendar month following notice for self-service month-to-month plans, and at the end of the prepaid Subscription Term for all other plans. Your continued use of the Services after the modifications take effect constitutes your acceptance of the revised Agreement unless We have another signed Agreement with You governing Your use of the Services.

20. Independent Contractors. The parties to this Agreement are independent contractors and no agency, partnership, joint venture, employment, or similar relationship exists between them. Neither party has the authority to bind the other or incur any obligation on its behalf.

21. Choice of Law; Mandatory Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its conflict of law’s provisions. For any dispute with Us, You agree to first contact Us and attempt to resolve the dispute with Us informally. In the unlikely event that We have not been able to resolve a dispute with You after sixty (60) days, any controversy or claim arising out of or relating to this Agreement or the breach hereof, shall be settled by arbitration in the city of San Francisco, California, by binding arbitration by JAMS, Inc. (“JAMS”), on an individual basis only and not on behalf of a class. The arbitration shall be conducted on a confidential basis under the Optional Expedited Arbitration Procedures then in effect for JAMS. JAMS may be contacted and its rules reviewed at www.jamsadr.com. Any award shall be final, binding, and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other equitable relief from the courts in appropriate cases, or from bringing an action within the jurisdiction of a small claims court.

22. Publicity. Neither Party shall refer to the identity of the other Party in promotional material, publications or other forms of publicity relating to the Service unless the prior written consent of the other Party has been obtained; provided, however, that We may use Your name and logo for the limited purpose of identifying You as a customer of Our Services on Our websites, and in other marketing materials distributed by Us (which may include emails and other web and print materials), and We agree to comply with any trademark usage policies or brand guidelines You provide to Us for such purposes.

23. Export laws. You represent and warrant that (a) You are not located in or a national of a country subject to a United States Government embargo, (b) You will not access or use the Services (and will not permit any third parties including Your Users to do so either) in any country embargoed by the United States, (c) neither You, nor Your Users are a foreign military end-user, military-intelligence end-user or other foreign person or entity blocked or denied by the United States Government, (d) that You will not place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations, (e) You will not use the Services for any purpose prohibited by United States or applicable international import and export laws and regulations, including without limitation the development and creation of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned aerial vehicle systems, or military and military-intelligence end-uses, and (f) You are entirely responsible for Your compliance with all applicable United States laws and regulations and with all applicable local laws and regulations related to export and import.

24. Assignment. Neither party shall assign this Agreement without the written consent of the other party, not to be unreasonably withheld or delayed, except assignment without consent but with written notice is permitted in the event of a merger, acquisition, sale of substantially all the assets of a party or any similar transaction. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

25. Force Majeure. Except for payment obligations, if either You or We are prevented from performing or unable to perform any obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes, such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance.

26. Entire Agreement. This Agreement, along with Your Order and the exhibits attached hereto or incorporated by reference, constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings. The failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

27. Notices. Notices required hereunder shall be effective upon delivery to the other party via email, courier or delivery service, or U.S. mail, to a party’s designated contact information as shown in the Order Form. Notices to Us must also be simultaneously copied by email to one or more of the following email addresses depending on the subject matter: Legal/General: legal@cube.dev; Billing: accounting@cube.dev; Privacy: privacy@cube.dev; Security Incidents: security@cube.dev.

28. California Residents. The provider of the Services is: Cube Dev, Inc., 548 Market St, PMB 71651, San Francisco, CA 94104. If You are a California resident, in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.