Terms of Service

1. The agreement

These Terms of Service (the Terms) are a contract between Cue ABA LLC, a Florida limited liability company (Cue, we, us), and the clinic, practice or organization that creates a Cue account (the Customer, you).

You accept these Terms by checking the box when you create your account, by signing an order form that references them, or by using the Service. The person who accepts confirms that they are authorized to bind the Customer. If you do not have that authority, or do not agree, do not create an account or use the Service.

The agreement consists of these Terms, the data agreement that applies to your clinic under section 5, any order form or in-app plan selection, and the policies linked from them. If they conflict, the data agreement governs anything about protected health information or personal data; an order form governs its own pricing and term; these Terms govern everything else.

2. Definitions

• Service: Cue's ABA clinic operations platform, offered at app.cueaba.com, eu.cueaba.com and through the Cue iOS, iPadOS, Android, Apple Watch and Wear OS apps, including updates and support.
• Authorized Users: your employees, contractors, clinicians, and the families and guardians you invite, who access the Service under your account.
• Customer Data: everything you or your Authorized Users put into the Service, including client (kiddo) records, session data, schedules, documents and messages.
• Protected Health Information (PHI) and Personal Data have the meanings given in the BAA and the DPA.
• Active Kiddo: a client record with a status of active in your account during a billing period.

3. Using the Service

We grant you a non-exclusive, non-transferable right, for the term of your subscription, for your Authorized Users to access and use the Service for your internal operations as a provider of behavioral health and related services.

You are responsible for your Authorized Users: who you invite, the roles and permissions you give them, removing access when someone leaves, and their compliance with these Terms. Keep sign-in credentials confidential and tell us promptly at support@cueaba.com if you suspect unauthorized access.

We may improve and change the Service. We will not materially reduce the core functionality of a paid plan during a paid term. If a change materially reduces it, you may cancel and receive a refund of the prepaid fees for the rest of the term.

4. Your data

You own Customer Data. You grant Cue the limited right to host, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to prevent abuse, and as required by law, and always subject to the data agreement in section 5.

You are responsible for having the authority, notices and consents needed to put Customer Data into the Service, including consents from clients, guardians and staff where your law requires them.

Cue may create de-identified or aggregated information from use of the Service to operate and improve it, only as the BAA or DPA permits, and never in a form that identifies you, an individual or a client.

Cue does not sell Customer Data and does not use PHI or client records to train artificial intelligence models.

5. Data protection agreement

Which data agreement applies depends on where your clinic is located, as you state at account creation. It is part of these Terms and you accept it at the same time.

• Clinics in the United States: the Cue HIPAA Business Associate Agreement (app.cueaba.com/legal/baa). You are a covered entity, or a business associate of one, and Cue is your business associate.
• Clinics outside the United States, including the European Union, the EEA, the United Kingdom and Switzerland: the Cue Data Processing Agreement (app.cueaba.com/legal/dpa), which includes the EU Standard Contractual Clauses where they are needed. You are the controller and Cue is your processor.

Clinics on the European platform (eu.cueaba.com) have their clinical database and application servers in Frankfurt, Germany. Clinics on app.cueaba.com are hosted in the United States. The DPA and the sub-processor list (app.cueaba.com/legal/subprocessors) describe where data is processed.

If your clinic moves, or your account was created with the wrong location, tell us and we will apply the correct agreement.

6. Clinical and billing responsibility

Cue is software. It does not provide clinical, medical, legal or billing advice and does not practice behavior analysis. Treatment decisions, supervision, documentation, coding, claims and payer submissions remain your responsibility and that of your licensed professionals.

Features that summarize, suggest, project or draft (including AI-assisted notes, briefings, authorization burn-rate projections and claim checks) are aids. Review their output before relying on it. Cue does not guarantee that a claim will be paid or that a document meets a particular payer's or regulator's requirements.

7. Acceptable use

You and your Authorized Users will not:

• use the Service in violation of law, including health privacy, consumer protection and anti-discrimination law, or to submit false or fraudulent claims;
• upload malware, probe or test the Service's security without our written permission, or interfere with its operation;
• access another clinic's data, or try to get around access controls, rate limits or tenant isolation;
• resell, sublicense or provide the Service to third parties other than your Authorized Users, or copy or reverse engineer it except as the law allows despite this restriction;
• use the Service to build a competing product.

8. Plans, fees and taxes

Pricing is shown in the Service and on cueaba.com for your region. Unless an order form says otherwise, the platform is free for clinics with up to five Active Kiddos. Clinics with six or more Active Kiddos pay the published per-Active-Kiddo monthly rate for every Active Kiddo, including the first five. We will not charge you until you confirm a paid subscription.

You can pay monthly or annually. Annual plans are paid up front and cost the same as ten months of the monthly price for twelve months of service.

If your Active Kiddo count goes up during an annual term, the additional kiddos are charged at the annual-equivalent rate for the rest of that term. If it goes down, the lower count applies from your next renewal. Monthly plans are charged on your actual Active Kiddo count each month.

We may change prices with at least 30 days' notice. A price change applies from your next billing period after the notice period ends. Prepaid annual terms keep their price until they renew.

Prices in the United States do not include sales or use taxes, which are added where required. Prices shown in euros for the European Union include VAT; if you give a valid VAT number and reverse charge applies, VAT is handled accordingly. You are responsible for taxes other than those on Cue's income.

Payments are processed by Stripe. If a payment fails, we will notify you and retry. If it is still unpaid 15 days after notice, we may suspend paid features until it is paid. We will not delete Customer Data because of non-payment without the notice in section 10.

9. Cancellation and refunds

There is no long-term commitment. You can cancel at any time in Settings → Billing or by writing to support@cueaba.com, and you will not be charged again.

• Monthly plans: cancellation takes effect at the end of the current monthly billing period, and you keep access until then. We do not refund partial months.
• Annual plans, first 30 days: if you cancel within 30 days of your first annual payment, we refund the unused part of it, prorated by day from the date you cancel. Your access ends on the cancellation date.
• Annual plans, after 30 days: you can still cancel at any time, and the plan will not renew. You keep full access until the end of the annual term you paid for. Annual fees are not refunded after the first 30 days, except as stated in the last item below and in sections 3, 14, 16 and 17.
• Renewals: annual plans renew for another year unless cancelled. We email the account owner at least 30 days before an annual renewal. If you cancel within 30 days after a renewal is charged, we refund the unused part of it, prorated by day from the date you cancel, and your access ends on that date.
• If Cue ends your subscription without cause, or you cancel because of Cue's uncured material breach, we refund all prepaid fees for the remaining full months.

Refunds go to the original payment method within 14 days and include any tax collected on the refunded amount. Where the law of your country gives you more generous rights, those rights apply.

10. Term, termination and your data at the end

These Terms last as long as you have an account. Either party may end them for the other's material breach that is not cured within 30 days of written notice. Cue may suspend access immediately where needed to stop a security threat, unlawful use or harm to the Service or others, and will tell you why and restore access when the cause is resolved.

After cancellation or termination you have 60 days to export Customer Data using the Service's export tools or by asking us. During that time your account stays available in read-only mode for export. We then delete Customer Data from active systems within 30 days and from backups on their normal rotation, within 90 days, unless the law requires us to keep it. The BAA and the DPA describe this in more detail.

You are responsible for keeping clinical and billing records for the periods your law and your payers require. Export them before deletion.

Sections on your data, fees owed, confidentiality, disclaimers, limitation of liability, indemnities and governing law survive termination.

11. Confidentiality

Each party will protect the other's non-public business, technical and financial information with at least reasonable care, use it only for this agreement, and share it only with people who need it and are bound to protect it. This does not cover information that is public, already known, independently developed or rightfully received from someone else. Customer Data is protected by these Terms and by the BAA or DPA, whichever is stricter.

12. Security

Cue maintains administrative, physical and technical safeguards appropriate to the sensitivity of health information, including encryption in transit and at rest, role-based access, tenant isolation, audit logging and backups. The BAA and the DPA set out Cue's specific security and breach-notification obligations.

13. Cue's property and feedback

Cue and its licensors own the Service, including its software, design, content and trademarks. Nothing in these Terms transfers them to you. If you send suggestions or feedback, Cue may use them without obligation to you.

14. Warranties and disclaimers

Cue warrants that it will provide the Service with reasonable skill and care, consistent with industry standards, and that a paid plan will perform materially as described in its documentation. If it does not, tell us. We will try to fix it, and if we cannot within 30 days you may cancel and receive a refund of the prepaid fees for the rest of the term.

Except as stated in these Terms, and to the extent the law allows, the Service is provided as is. Cue disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not promise that the Service will be uninterrupted or error-free. Free plans are provided without warranty.

15. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, even if it was told they were possible.

Each party's total liability arising from this agreement is limited to the greater of the fees paid and payable by the Customer in the 12 months before the event giving rise to the claim, or US$1,000 (or €1,000 for clinics billed in euros).

For claims arising from a party's breach of its obligations under the BAA, the DPA or the confidentiality section, the limit is three times that amount.

These limits do not apply to fees owed, a party's indemnity obligations, or liability for fraud, gross negligence or wilful misconduct, or any liability that cannot be limited by law.

16. Indemnities

Cue will defend you against third-party claims that the Service infringes their intellectual property, and pay resulting damages and costs finally awarded or agreed in settlement. If such a claim is made, Cue may modify the Service, get you a license, or end the affected subscription and refund prepaid fees for the rest of the term. This does not cover claims caused by Customer Data, your modifications or combinations, or use in breach of these Terms.

You will defend Cue against third-party claims arising from Customer Data, your provision of services to clients, or your Authorized Users' breach of the acceptable-use section, and pay resulting damages and costs finally awarded or agreed in settlement.

The party seeking defense must notify the other promptly, let it control the defense and settlement, and cooperate reasonably. No settlement may admit fault on behalf of the defended party without its consent.

17. Changes to these Terms

We may update these Terms. For material changes we will notify account owners by email and in the Service at least 30 days before they take effect. If you object, you may cancel before the change takes effect and receive a refund of prepaid fees for the remaining full months. Changes required by law may take effect sooner. For prepaid annual terms, changes to fees take effect only at renewal.

Each version of these Terms, the BAA and the DPA has a version date. Cue records which version your clinic accepted, by whom, and when.

18. Governing law and disputes

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. The state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction, and both parties consent to it. Before filing a claim, each party will try in good faith for 30 days to resolve the dispute by contacting the other.

Clinics in the European Union, the EEA, the United Kingdom and Switzerland: nothing in this section removes rights you have under mandatory law where your clinic is established. The Standard Contractual Clauses in the DPA are governed by the law and courts stated in the DPA. Cue supports switching to another provider as described in section 10: you can cancel at any time, export your data in common machine-readable formats, and we charge no switching or exit fees.

19. General

• Assignment: neither party may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets, with notice.
• Force majeure: neither party is liable for delay caused by events beyond its reasonable control. This does not excuse payment, or Cue's security and breach-notification obligations.
• Subcontractors: Cue may use subcontractors and sub-processors as described in the BAA and the DPA, and remains responsible for them.
• Notices: legal notices to Cue go to legal@cueaba.com. Notices to you go to the account owner's email address. Email notices are effective when sent.
• Publicity: Cue will not use your name or logo in marketing without your permission.
• Export and sanctions: each party will comply with export-control and sanctions laws that apply to it.
• Entire agreement: this agreement is the whole agreement on its subject and replaces earlier discussions. Terms on a purchase order or vendor form do not apply. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries.

20. Contact

Cue ABA LLC · legal@cueaba.com · Support: support@cueaba.com