terms and conditions.

These Terms of Service (“Terms”) form a binding agreement between you (“you,” “Customer,” or “User”) and Nxera Digital LLC, doing business as CueHQ (“CueHQ,” “we,” “us,” or “our”), governing your access to and use of the CueHQ websites, applications, APIs, and services (the “Service”). By creating an account, clicking to accept, or using the Service, you agree to these Terms and to the policies incorporated by reference. If you do not agree, do not use the Service. If you use the Service for an organization, you represent that you are authorized to bind it, and “you” includes that organization.

1. Definitions. “Account” means your registered access to the Service. “Customer Content” means data you provide or direct us to process, including your website, social handles, competitor identifiers, uploaded knowledge-base files, brand information, and draft edits. “Output” means drafts, scores, voice models, and other material the Service generates for you. “Platform” means a third-party service (such as Reddit or X) the Service draws from or that you post to. “Plan” means the free, self-serve, or agency subscription tier you select.

2. The Service; draft-only design. The Service identifies public conversations where your brand may credibly participate, scores opportunities for relevance and velocity, and generates suggested reply drafts modeled on your brand’s voice. The Service is assistive and draft-only. It does not post on your behalf, does not operate or manage your social accounts, and does not automate publishing. You decide what, whether, and where to post, and you post manually from your own accounts. We may change, add, or remove features at any time.

3. Eligibility and registration. You must be at least 18 years old to use the Service. The Service is intended for business, professional, and individual creator use to build a brand or business presence. It is not intended for general personal or household consumer use. You must provide accurate registration information, keep it current, keep your credentials confidential, and are responsible for all activity under your Account. Notify us promptly at info@cuehq.social of suspected unauthorized use.

4. Plans, free tier, and referrals. Plan features, brand limits, and cue allowances are described in the Service and may change. The agency plan supports up to the number of brands stated at purchase. The free tier provides a limited number of daily cues. Any referral mechanic that grants additional daily cues when an invited user completes onboarding applies on a rolling basis for 30 days per qualifying referral, up to the stated daily cap, has no cash value, is non-transferable, and is not redeemable for money or refunds. Referral abuse, including self-referral, fake or incentivized signups, automated invitations, or circumvention of limits, voids the benefit and may result in suspension. We may set and adjust fair-use limits and may throttle, suspend, or modify access to protect the Service and other users.

5. Fees, billing, taxes, and renewal. Paid Plans are billed in advance on a recurring basis through our payment processor, Stripe, and renew automatically at the then-current rate until cancelled, as described in the Refund and Cancellation Policy. You authorize recurring charges to your payment method. Fees are stated in U.S. dollars and are exclusive of taxes, which you are responsible for, other than taxes on our net income. We may change prices prospectively; changes apply at your next renewal. If a payment fails, we may retry, suspend, or downgrade the Account. Initiating a chargeback or payment dispute for a charge made in accordance with these Terms is a breach, and we may suspend or terminate the Account and recover related costs and fees.

5.1. Cuederator add-on. The cuederator is an optional paid add-on: a bot you connect to a Telegram group or Discord server that you own or administer. You are responsible for the communities you connect, including compliance with Telegram’s and Discord’s terms and any notices your community requires. The bot is always identified as a bot by the platform; custom naming does not present it as a human. Its answers are AI-generated Output under Section 8, are limited to a monthly answer cap per brand as described in the Service, and may be inaccurate; you can teach and correct it. Moderation features act only as configured by you: messages containing links outside your allowlist may be removed automatically, suspected bad-faith messages are flagged to you, and a member is removed only on your confirmation. Cue sharing posts links to public conversations into your community and never includes drafts. Add-on fees follow Section 5; we may suspend the add-on for abuse or violations of a platform’s rules.

6. Acceptable use. Your use is subject to the Acceptable Use Policy, incorporated by reference. You may not use the Service to spam, deceive, manipulate platform signals, harass, infringe, violate any Platform’s rules, or break the law. Violations may result in suspension or termination without refund.

7. Platforms; your responsibility; assumption of risk. We are independent and are not affiliated with, endorsed by, or sponsored by any Platform. Your access to and conduct on any Platform is governed by that Platform’s own terms and rules, which you must follow. You are solely responsible for everything you post, including content derived from Output. We do not guarantee that any participation suggested by the Service is permitted by a Platform. You assume the risk of your participation, including the risk of content removal, rate limiting, shadowbanning, suspension, or termination of your accounts by a Platform, and we are not responsible for any such consequence.

8. AI Output. The Service uses artificial intelligence to generate Output. Output may be inaccurate, incomplete, outdated, biased, or unsuitable, and may resemble Output generated for others. You are responsible for reviewing, editing, fact-checking, and approving Output before any use, and for required disclosures under advertising and consumer-protection law. Output is not professional, legal, financial, or marketing-compliance advice. The AI, Content, and Platform Compliance Disclaimer is incorporated by reference.

9. Customer Content; licenses. You retain all rights in Customer Content and Output. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and create models and derived data from Customer Content solely to provide, secure, and improve the Service. You represent that you have all rights necessary to provide Customer Content and grant this license and that Customer Content and your use of Output do not infringe or violate any third party’s rights or any law.

10. Aggregated and de-identified data. We may collect and use usage data and may create aggregated or de-identified data from use of the Service, and we may use such data for any lawful business purpose, including operating, securing, analyzing, and improving the Service, provided it does not identify you or any individual. We do not use the substance of third-party Platform posts to train general-purpose AI models.

11. Intellectual property; restrictions. The Service and all related intellectual property are owned by us or our licensors. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service during your subscription for your internal business purposes. You may not, and may not permit others to: copy, modify, translate, or create derivative works of the Service; reverse engineer or attempt to derive source code, models, or scoring logic except as permitted by law; resell, rent, sublicense, or provide the Service to a third party; scrape or extract the Service other than your own data through provided means; circumvent usage or access controls; use the Service to build or benchmark a competing product; or remove proprietary notices.

12. Feedback. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

13. Reference and publicity. We may identify you as a customer and use your name and logo in our customer lists and marketing in a manner consistent with your branding. You may opt out at any time by emailing info@cuehq.social, after which we will cease new uses within a reasonable period.

14. Beta features; no service-level guarantee. We may offer early-access or beta features, which are provided “as is,” may be unstable, and may be changed or withdrawn. We do not guarantee any uptime, availability, or service level, and we may perform maintenance, with or without notice, that interrupts the Service.

15. Suspension and termination. You may cancel at any time as described in the Refund and Cancellation Policy. We may suspend or terminate access for breach of these Terms, non-payment, chargeback, suspected fraud or abuse, risk to the Service or others, or as required by law. On termination, your licenses end and we may delete Customer Content after a reasonable period, subject to legal retention obligations, our backup cycles, and the Privacy Policy. Sections that by their nature should survive will survive termination, including those on fees owed, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general terms.

16. Disclaimers. THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OPPORTUNITIES, SCORES, OR DATA WILL BE ACCURATE, TIMELY, OR COMPLETE, THAT OUTPUT WILL BE ACCURATE, ORIGINAL, OR FIT FOR YOUR USE, OR THAT USE OF THE SERVICE WILL PRODUCE ANY RESULT. THIRD-PARTY DATA AND PLATFORM CONTENT MAY BE INACCURATE OR DELAYED.

17. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS. THESE LIMITS APPLY ACROSS ALL CLAIMS AND THEORIES, ARE A FUNDAMENTAL BASIS OF THE BARGAIN, AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME MAY NOT APPLY TO YOU.

18. Indemnification. You will defend, indemnify, and hold harmless Nxera Digital LLC and its officers, contractors, and agents from any third-party claim, demand, loss, liability, and expense (including reasonable attorneys’ fees) arising out of or related to your Customer Content, your use of Output, your posting or other activity on any Platform, your breach of these Terms or any law, or your violation of any third party’s rights. We will notify you of the claim, allow you to control the defense with our right to participate with our own counsel, and reasonably cooperate; you may not settle in a way that imposes obligations on us without our consent.

19. Dispute resolution; arbitration; class-action waiver. Please read this section carefully; it affects how disputes are resolved. The parties will first try to resolve any dispute informally by contacting info@cuehq.social and negotiating in good faith for 30 days. Except for claims for injunctive relief to protect intellectual property or confidential information, and except for small-claims matters, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered under the rules of a recognized arbitration provider, seated in Miami-Dade County, Florida, before a single arbitrator. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If the class-action waiver is found unenforceable, the rest of this section does not apply to that claim and it proceeds in the courts identified below.

20. Governing law and venue. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any matter not subject to arbitration, the exclusive venue is the state and federal courts located in Miami-Dade County, Florida, and the parties consent to their jurisdiction.

21. Limitations period. To the extent permitted by law, any claim arising out of or related to the Service or these Terms must be filed within one year after the claim accrued, or it is permanently barred.

22. Export controls and sanctions. You represent that you are not located in, and are not a resident or national of, a country or region subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will comply with applicable export-control and sanctions laws and will not use the Service in violation of them.

23. Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, outages, third-party service or Platform failures, network or hosting failures, labor disputes, or governmental action.

24. Changes to these Terms. We may update these Terms. For material changes we will provide notice through the Service or by email and update the effective date. Continued use after changes take effect constitutes acceptance.

25. General. These Terms and the incorporated policies are the entire agreement on the Service and supersede prior agreements. In case of conflict, the body of these Terms controls over a policy unless the policy expressly states otherwise; the Data Processing Addendum controls on data-protection matters. If a provision is unenforceable, it will be reformed to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them, including in a merger, financing, or sale of assets such as a future spinout of the CueHQ business. We may give notices through the Service or to your Account email; notices to us go to info@cuehq.social. You consent to receive communications electronically. The prevailing party in a permitted court proceeding may recover reasonable attorneys’ fees and costs, to the extent allowed by law. Headings are for convenience only. A breach of the intellectual-property or confidentiality terms may cause irreparable harm for which money damages are inadequate, and we may seek injunctive relief without posting a bond.

Contact: Nxera Digital LLC d/b/a CueHQ, info@cuehq.social.