Master Service Agreement

Cursus ("the Service") is an AI-native organizational intelligence and change management platform provided by Cursus Technologies, Inc. ("Provider") to the subscribing organization ("Customer").

The Service includes access to the Cursus web application, Lumen AI copilot, organizational intelligence dashboards, change management tools, and associated APIs as described in the applicable Order Form.

Provider shall make the Service available to Customer in accordance with the service levels described in Section 2 and the terms of this Agreement.

The Service is provided on a subscription basis. The specific modules, user limits, and feature entitlements are defined in the Order Form executed between the parties.

Provider commits to the following uptime targets, measured monthly excluding scheduled maintenance windows communicated at least 48 hours in advance:

Provider retains all right, title, and interest in and to the Service, including all software, algorithms, AI models, documentation, and related intellectual property.

Customer retains all right, title, and interest in Customer Data uploaded to or generated within the Service. Provider acquires no ownership interest in Customer Data.

Customer grants Provider a limited, non-exclusive license to process Customer Data solely for the purpose of providing and improving the Service, subject to the Data Processing Agreement.

AI-generated outputs (including Lumen recommendations, drafted communications, and scoring rationales) are derivative works of Customer Data and are owned by Customer. Provider retains no rights to AI outputs specific to Customer.

Feedback, suggestions, and feature requests submitted by Customer may be used by Provider to improve the Service without obligation or compensation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) Provider's indemnification obligations relating to IP infringement; (c) either party's willful misconduct or gross negligence; or (d) Provider's obligations under the Data Processing Agreement.

This Agreement commences on the Effective Date specified in the Order Form and continues for the Initial Term stated therein. After the Initial Term, the Agreement automatically renews for successive renewal periods of the same duration unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

Upon termination, Provider will make Customer Data available for export for a period of thirty (30) days. After the export period, Provider will delete Customer Data in accordance with the Data Processing Agreement.

Sections 3 (Intellectual Property), 4 (Limitation of Liability), 6 (Data Protection), and 7 (General Provisions) survive termination.

Provider processes Customer Data as a data processor on behalf of Customer (the data controller) as defined in the Data Processing Agreement (DPA), which is incorporated by reference into this Agreement.

Provider implements and maintains appropriate technical and organizational security measures as described in the DPA, including encryption at rest and in transit, access controls, audit logging, and regular security assessments.

Provider's privacy-first architecture enforces aggregation thresholds that prevent individual-level behavioral monitoring. This architectural guarantee is a material term of this Agreement.

The current list of sub-processors is maintained at cursusapp.io/legal/sub-processors. Provider will notify Customer at least 30 days before engaging a new sub-processor.

Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles.

Dispute Resolution: Any dispute arising under this Agreement shall first be subject to good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association in Wilmington, Delaware.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.

Entire Agreement: This Agreement, together with all Order Forms, the DPA, and any amendments, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

Amendments: This Agreement may only be amended by a written instrument signed by both parties. Provider may update the Service functionality and these terms with 30 days notice; material adverse changes require Customer consent.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

Notices: All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form, or to such other address as either party may designate in writing.