Trial Agreement

This Trial Agreement ("Trial Agreement") is entered into by and between Anysphere, Inc. ("Anysphere") and the customer accessing the Trial Services ("Customer", "you" or "your") (each a “Party” and together the “Parties”). This Trial Agreement is effective as of the date that is the earlier of: (a) Customer's initial access to the Trial Services through any online provisioning, registration, or order process, or (b) the effective date of the first Trial Order Form referencing this Trial Agreement ("Effective Date"). This Trial Agreement, together with any applicable Trial Order Form, and the Data Processing Agreement, are collectively referred to as the “Agreement.” If you are entering into this Agreement on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Definitions. As used in this Agreement:

   1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, Customer, where "control" is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Customer.

   2. "Customer Data" means any data, information or material that Customer or Users may disclose or submit to Anysphere or the Trial Services in the course of using the Trial Services.

   3. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

   4. "Sensitive Personal Data" means personal information that consists of: (i) government-issued IDs; (ii) health or biometric data; (iii) financial or payment account details; (iv) employee or human resources records; and (v) consumer or household data.

   5. "Trial Order Form" means any Anysphere trial ordering document governed by this Trial Agreement that is entered into by and between Anysphere and Customer and specifies the Trial Services or any components thereof offered to Customer.

   6. "Trial Period" means the trial period set forth below (or other period as mutually agreed to by the parties in a Trial Order Form) that Customer is authorized to access and use the Trial Services.

   7. "Trial Seats" means an unlimited number of User seats, provided that Anysphere may, at its sole discretion, cap the number of Trial Seats as necessary to ensure the stability, integrity, security, and performance of its platform.

   8. "Trial Services" means access, for the Trial Seats, to a designated set of Anysphere's software, platform, APIs, documentation, and related tools, including our website at www.cursor.com and all related software made available by Anysphere to build, deploy, host, and manage software projects, for the purpose of enabling Customer's evaluation during the Trial Period.

   9. "User(s)" means Customer's and its Affiliate's employees, representatives, consultants, contractors, or agents who are authorized to use the Trial Services and have been supplied temporary user identifications and passwords by Anysphere.

2. Overview; License Grant. This Agreement will be effective for the Trial Period (including any extensions by written agreement of the parties), and shall govern the Trial Services to be provided by Anysphere. Subject to the terms and conditions of this Agreement, Anysphere hereby grants Customer a non-exclusive, non-transferable, non-assignable, limited license to use the Trial Services during the Trial Period for purposes of its internal evaluation of the Trial Service. All rights not expressly granted to Customer are reserved by Anysphere.

3. Use Restrictions. Customer, its Affiliates, and Users will not: (i) sell, rent, lease, license, distribute, provide direct access to, sublicense, or otherwise make available the Trial Services to any third-party except as permitted herein; (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Trial Services; (iii) remove or obscure any proprietary or other notices contained in the Trial Services; (iv) copy, reproduce, or modify the Trial Services; (v) breach, circumvent, disable or tamper with the security of the Trial Services; (vi) knowingly introduce into the Trial Services any software, virus, worm, back door, Trojan Horse, or similar harmful code; (vii) access or use the Trial Services to monitor the availability, performance or functionality of the Trial Services for any competitive purposes or for the purpose of building a competitive product or service; (viii) use the Trial Services to process Sensitive Personal Data; or (ix) use the Trial Services to send spam or engage in other unlawful communications, or to process infringing or otherwise unlawful or unauthorized Customer Data.

4. Trial Period and Termination. Unless otherwise agreed in a Trial Order Form, the Trial Period shall be thirty (30) days, commencing on the Effective Date. Customer acknowledges and agrees that, at the end of the Trial Period (including any mutually agreed extension), Customer’s access to the Trial Services may be terminated, with or without notice, unless Customer converts the Trial Services to a paid subscription. Customer agrees to contact Anysphere prior to the end of the Trial Period if Customer wishes to continue using the Trial Services beyond the Trial Period. If Customer wishes to enter into a paid service, Customer will be required to agree to a separate Master Services Agreement provided by Anysphere.

5. Customer's Responsibilities. Customer is responsible for all activity occurring under Customer's designated User accounts and shall comply with all applicable laws and regulations in connection with Customer's use of the Trial Services, including but not limited to those related to data privacy, the transmission of personal data, and export control laws. Customer shall: (i) promptly notify Anysphere of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Trial Services; (ii) report to Anysphere any reproduction, distribution, or other misuse of the Trial Services that becomes known or suspected by Customer or its Users; and (iii) not impersonate another Anysphere user or provide false identity information to gain access to or use the Trial Services.

6. Customer Data; Suggestions; Auto-Code Execution.

   1. Customer Data. To the extent Customer enters any Customer Data into the Trial Services, Customer, and not Anysphere, shall have sole responsibility for the accuracy, legality, and intellectual property ownership or right to use all Customer Data. Anysphere shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such Customer Data. Anysphere's use of Customer Data shall be limited to the purpose of providing the Trial Services to Customer. Customer grants Anysphere a non-exclusive, royalty-free, worldwide license to use, display, reproduce and perform all acts with respect to Customer Data as necessary for Anysphere to provide the Trial Services to Customer.

   2. Suggestions. Customer may use the Trial Services to generate code, outputs, or other functions based on the inputs provided by Customer (collectively, "Suggestions"). Anysphere hereby assigns to Customer all of its right, title, and interest in and to any Suggestions. To the extent Customer enters Customer Data into the Trial Services, Customer agrees and acknowledges that: (i) Anysphere is not obligated to retain any Customer Data after termination or expiration of the Trial Period; and (ii) Anysphere may delete Customer Data after the end of the Trial Period, without further obligation or liability to Customer.

   3. Auto-Code Execution. THE TRIAL SERVICES MAY INCLUDE A FEATURE THAT AUTOMATICALLY EXECUTES CODE SUGGESTIONS WITHOUT MANUAL REVIEW OR CONFIRMATION, AND WILL BE CLEARLY LABELED ACCORDINGLY. BY ENABLING THIS FEATURE, CUSTOMER EXPRESSLY ACKNOWLEDGES THAT IT IS ACCEPTING ALL RISKS ASSOCIATED WITH AUTOMATIC EXECUTION OF CODE SUGGESTIONS, INCLUDING BUT NOT LIMITED TO: EXECUTING BUGGY, UNTESTED, OR INCOMPLETE CODE; CAUSING SYSTEM OUTAGES; INTRODUCING SECURITY VULNERABILITIES; LOSING DATA; OR COMPLETELY DISRUPTING CUSTOMER’S SERVICES OR BUSINESS OPERATIONS. CUSTOMER UNDERSTANDS AND AGREES THAT CODE SUGGESTIONS PROVIDED BY ANYSPHERE ARE NOT GUARANTEED TO BE ERROR-FREE OR SUITABLE FOR CUSTOMER’S SPECIFIC USE CASE. ANYSPHERE DISCLAIMS ALL LIABILITY FOR ANY DAMAGE, LOSS, OR CONSEQUENCES RESULTING FROM CUSTOMER’S USE OF THIS FEATURE. IF CUSTOMER CHOOSES TO USE THIS FEATURE, CUSTOMER IS SOLELY RESPONSIBLE FOR THE RESULTS, INCLUDING ENSURING THAT APPROPRIATE TESTING, MONITORING, AND SAFEGUARDS ARE IN PLACE.

7. Data Privacy.

   1. DPA. To the extent Anysphere processes personal data on behalf of Customer, the Anysphere Data Processing Addendum ("DPA") applies and is incorporated into this Agreement by reference. Anysphere and its subprocessors will only transfer, store, and process Customer Data as Customer instructs in order to deliver the Trial Services and to fulfill Anysphere’s obligations in this Agreement.

   2. Privacy Mode; No Model Training. During the Trial Period, "Privacy Mode", which is described in greater detail on Anysphere’s Security Page, shall be enabled by default. While in Privacy mode, (i) customer code is transmitted only to generate Suggestions in real-time and is deleted once Suggestions are generated; code data is not stored in plaintext at our servers or by our subprocessors; and (ii) none of Customer’s code is trained on by Anysphere or any of its subprocessors. CUSTOMER'S PRIVACY MODE SETTING WILL BE ENFORCED BY DEFAULT FOR ALL USERS, AND CAN ONLY BE DISABLED BY CUSTOMER’S ADMINISTRATOR.

8. Intellectual Property Ownership; Feedback.

   1. Intellectual Property Ownership. Anysphere alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Trial Services, including to all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Trial Services or the Intellectual Property Rights owned by Anysphere. Anysphere reserves all rights not expressly granted to Customer hereunder. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, Customer or any third party any intellectual property rights or other right, title, or interest in or to Anysphere Intellectual Property Rights.

   2. Feedback. If Customer or Users provide feedback about the Trial Services, such as suggestions, comments, or ideas for improvements ("Feedback"), Anysphere may freely use this Feedback for any purpose without attribution or compensation to Customer or its Users. Customer assigns all rights to Feedback to Anysphere, and it will be considered non-confidential. For the avoidance of doubt, Customer Data shall not be considered Feedback.

9. Suspension and Termination. Anysphere reserves the right to suspend or terminate this Agreement and the Trial Services, with or without cause or notice, at any time. Customer may terminate the Trial Services, with or without cause, at any time, by providing written notice to Anysphere at legal@cursor.com. Customer's sole and exclusive remedy for any dissatisfaction with the Trial Services is to discontinue use and terminate this Agreement. Sections 3, 6-8, and 10-14 shall survive termination or expiration of this Agreement.

10. Warranties and Disclaimers. Each party warrants that it is validly entering into this Trial Agreement has the legal authority to do so. In addition, Anysphere warrants that it will employ commercially reasonable efforts in accordance with industry standards to prevent the transmission of malware or malicious code via the Trial Services. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10, THE TRIAL SERVICES AND SUGGESTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ANYSPHERE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ANYSPHERE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANYSPHERE MAKES NO WARRANTY OF ANY KIND THAT THE TRIAL SERVICES OR SUGGESTIONS WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ANYSPHERE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY SUGGESTIONS. CUSTOMER SHOULD NOT RELY ON ANY SUGGESTIONS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY. SUGGESTIONS MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR ACCURATE BECAUSE OF THEIR LEVEL OF DETAIL OR SPECIFICITY. CUSTOMER ACKNOWLEDGES THAT THE TRIAL SERVICES AND ANY SUGGESTIONS MAY NOT REFLECT CORRECT, CURRENT, OR COMPLETE INFORMATION.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CUSTOMER’S BREACH OF SECTION 3, AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED, IN AGGREGATE, ONE HUNDRED DOLLARS (US $100). THE FOREGOING LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Indemnity.

    1. By Anysphere. Anysphere shall indemnify, defend, and hold harmless Customer, its Affiliates, and each of their officers, directors, employees, and agents from and against any and all claims, lawsuits, losses, damages, liabilities, and costs (including reasonable attorneys' fees) (“Claims”) incurred by Customer, arising out of any third-party claim, suit, action, or proceeding that the Trial Services or any Suggestion (subject to the limitations set forth below) infringes or misappropriates such third party's intellectual property. Anysphere shall have no indemnification obligations with respect to Suggestions unless all of the following conditions are met: (i) Customer has not disabled, evaded, disrupted, or interfered with any content filters, restrictions, or other safety systems that are part of the Trial Services; (ii) Customer has not modified, used, or distributed the Suggestion in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary right of a third party; and (iii) Customer has lawful rights over all Customer Data used to generate the Suggestion that is the subject of the claim.

    2. By Customer. Customer shall indemnify, defend, and hold harmless Anysphere, its Affiliates, and each of their officers, directors, employees, and agents from and against any and all Claims incurred by Anysphere, arising out of or related to Customer Data.

13. Confidentiality. Each party ("Receiving Party") agrees not to disclose or use the other party's ("Disclosing Party") Confidential Information except as necessary to fulfill obligations under this Agreement. "Confidential Information" means any non-public business, financial, technical, or commercial information disclosed by the Disclosing Party, including the Trial Services (as Anysphere's Confidential Information) and Customer Data (as Customer's Confidential Information). Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the Receiving Party before disclosure without an obligation of confidentiality; (iii) is lawfully provided to the Receiving Party by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party must protect Confidential Information and ensure that employees, agents, or affiliates with access are bound by similar confidentiality obligations. These obligations survive for three (3) years following the termination or expiration of this Agreement.

14. General. This Agreement is governed by California law, excluding its conflict of law provisions. Any disputes shall be resolved exclusively in the state or federal courts in San Francisco, California. If any provision is deemed invalid or unenforceable, it shall be adjusted to reflect its intent, while the remaining provisions remain in effect. This Agreement does not create any joint venture, partnership, employment, or agency relationship between the parties. Failure to enforce any right or provision does not constitute a waiver. Customer may not assign this Agreement without Anysphere's prior written consent. Unauthorized assignments are void. This Agreement binds and benefits the parties and their successors and assigns, constitutes the entire agreement regarding its subject matter, and supersedes any prior discussions. Notices to Anysphere shall be sent to legal@cursor.com and notices to Customer shall be sent to the email provided by Customer in order to request access to the Trial Services.