Master Services Agreement

This Master Services Agreement ("MSA") is entered into by and between Anysphere, Inc. ("Anysphere") and the customer placing an order for, or otherwise accessing, the Service ("Customer" or "you") (each a "Party" and together the "Parties"). This MSA is effective as of the date that is the earlier of: (a) Customer's initial access to the Service through any online provisioning, registration, or order process, or (b) the effective date of the first Order Form referencing this MSA ("Effective Date"). This MSA, together with any applicable 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. "Anysphere Intellectual Property" means the Service and all components thereof (including interfaces, graphics, design, code, software, and data), along with all related improvements, modifications, intellectual property, platform elements, machine learning models, algorithms, source code, and training datasets, and any derivative works thereof. For the avoidance of doubt, Anysphere Intellectual Property does not include Customer Data.

   3. "Authorized Users" means Customer's and its Affiliates' employees, consultants, contractors, and agents who have been authorized by Customer to access and use the Service under the rights granted to Customer pursuant to this Agreement, and for whom access to the Service has been purchased hereunder.

   4. "Beta Services" means a product, service or functionality provided by Anysphere that may be made available to Customer for testing at Customer's option, including at reduced rates or no additional charge.

   5. "Customer Data" means any code, data, text, and any other content that Customer or its Authorized Users input, submit, upload, or otherwise post to or transmit to the Service. Customer Data constitutes Customer Confidential Information.

   6. "Documentation" means Anysphere's user manuals, guides, and technical documentation relating to the Service that Anysphere makes available to Customer.

   7. "Order Form" means any Anysphere ordering document governed by this MSA that is entered into by and between Anysphere and Customer and specifies the Service or any components thereof procured by Customer.

   8. "Service" means Anysphere's software, platform, APIs, Documentation, and related tools, including the website www.cursor.com, and all related software made available by Anysphere to build, deploy, host, and manage software projects.

2. Access and Use.

   1. Provision of Access. Anysphere's Service offers a suite of coding tools driven by machine learning to help developers write code more easily and efficiently and can provide suggested code, outputs or other functions. Subject to Customer's compliance with this Agreement, Anysphere grants Customer and its Affiliates a non-exclusive, limited right to access and use the Service during the Term. Anysphere may in its sole discretion modify, enhance or otherwise change the Service, provided that such changes do not materially limit or adversely affect the Service provided to Customer.

   2. Use Restrictions. Unless expressly permitted elsewhere in this Agreement or prohibited by law, Customer and its Authorized Users shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code or underlying structure of the Service; (ii) modify, translate, reproduce, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction or theft attacks; (vi) probe, scan or attempt to penetrate the Service; (vii) provide to any third party the results of any benchmark tests of the Service, unless you include all necessary information for others to replicate the tests; (viii) use unauthorized third-party programs to harvest, scrape, or extract data from the Service; (ix) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party’s intellectual property or other rights, or that violates any applicable laws or regulations; (x) send or otherwise provide to Anysphere data or information that is subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data" generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards; or (xi) knowingly permit any third party to do any of the foregoing. Customer will promptly notify Anysphere of any unauthorized use that comes to Customer's attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within Customer’s control.

   3. Beta Services. From time to time, Anysphere may make Beta Services available to Customer. Beta Services shall be clearly designated as beta, pilot, limited release, non-production, early access, evaluation or a similar description. Customer may choose to use or not use such Beta Services in Customer's sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms that may be presented to Customer. Beta Services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, or storage of any kind. Anysphere may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Beta Services may be considered Confidential Information of Anysphere, if so denoted or communicated by Anysphere to Customer. ANYSPHERE SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

   4. Add-On and Usage-Based Features. Customer may purchase additional products, services or features that are not individually essential for the functioning of the Service, but that Anysphere makes available to Customers for enhanced capabilities on a supplemental basis, including usage-based pricing features ("Add-Ons"). Add-Ons may be specified in an initial Order Form, added during the Term via direct Customer implementation through modules or configurations made available through the Service, or added via supplemental Order Form(s). Add-Ons, whether included in the initial Order Form or added later, are deemed part of the Service and governed by the terms of this Agreement, except as otherwise specified below. Add-On features are priced in accordance with the terms set forth in the Order Form or as indicated in the Service.

3. Intellectual Property Rights and Data.

   1. Ownership of Service. Anysphere retains all right, title, and interest in the Service and Anysphere Intellectual Property, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. Except for the license granted herein, Customer may not use the Anysphere Intellectual Property without Anysphere's express authorization. No implied licenses are granted under this Agreement, and each Party reserves all rights not expressly granted to the other Party in this Agreement.

   2. Suggestions. Customer may use the Service to generate code, outputs, or other functions based on the Customer Data provided by Customer (collectively, "Suggestions"). Anysphere hereby assigns to Customer all of Anysphere’s right, title, and interest in and to any Suggestions. Notwithstanding the foregoing, Customer acknowledges that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers, and no rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to Customer under this Agreement. Further, Customer acknowledges that there are numerous limitations and risks that apply with respect to the use of Suggestions provided by large language and other AI models (each an "AI Model"), including that: (i) Suggestions may contain errors or misleading information; (ii) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Models can struggle with understanding the nuances of language; (iv) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making; and (v) data used to train AI Models may be of poor quality or biased, despite reasonable efforts to mitigate such risks. Customer agrees that it is responsible for evaluating all risks associated with the use of any Suggestions, including any reliance on the accuracy, completeness, or usefulness of Suggestions.

   3. Ownership of Customer Data; Model Training. Customer retains all right, title and interest it has in and to Customer Data, all improvements, enhancements or modifications thereto, and all intellectual property rights associated with the foregoing. By submitting Customer Data to the Service, Customer grants Anysphere the limited rights that are necessary for Anysphere to deliver the Service. ANYSPHERE WILL NOT USE CUSTOMER DATA OR SUGGESTIONS TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS CUSTOMER EXPLICITLY AGREES TO SUCH USE. Customer can find instructions in the Service for how to manage preferences regarding the use of Customer Data and Suggestions for training.

   4. Usage Data. Anysphere may: (i) collect, analyze, and otherwise process Usage Data internally for its business purposes, including for security and analytics, to enhance the Service, and for other development and corrective purposes; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify Customer or its Authorized Users. “Usage Data” means technical logs, data, and learnings about Customer’s use of and interactions with the Service, but excludes Customer Data and Suggestions.

4. Customer Responsibilities.

   1. General. Customer is responsible for its and its Authorized Users use of the Service and Suggestions, including without limitation ensuring any Authorized User's login is not shared by multiple people, maintaining the security of account login credentials, and notifying Anysphere immediately upon becoming aware of any unauthorized use of, or access to, the Service. Anysphere will not be liable for any loss or damage from Customer's or its Authorized Users’ failure to comply with this Agreement. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users' use of the Service.

   2. Customer Data. Customer is solely responsible for the accuracy, completeness, and legality of Customer Data (including complying with all applicable laws, rules or regulations). By submitting Customer Data to the Service, Customer represents and warrants that: (i) Customer has all necessary rights to Customer Data for use with the Service; and (ii) submitting Customer Data to the Service does not violate any rights (including privacy rights, contract rights, publicity rights, copyrights, or other intellectual property rights) of any third party. Anysphere is not responsible for verifying the accuracy, completeness, or legality of any Customer Data.

   3. Third-Party Services. Customer acknowledges and agrees that the Service offers integrations with optional services provided by third parties ("Third-Party Services"), including without limitation optional extensions and plug-in applications which Authorized Users may install themselves. Anysphere will clearly indicate such content or features as Third-Party Services via prominent notices or descriptions in the Service. If Authorized Users elect, in their sole discretion, to access or use a Third-Party Service, such access and use of the Third-Party Service is subject to the terms and conditions provided by that Third-Party Service. Anysphere does not make any representations or warranties with respect to Third-Party Services or any third party providers.

   4. Auto-Code Execution. The Service 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 acknowledges and agrees that it is assuming all risks associated with the execution of automatically generated code, including without limitation system outages, software defects, data loss, and security vulnerabilities. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THIS FEATURE, INCLUDING ENSURING APPROPRIATE SAFEGUARDS, TESTING, AND MONITORING ARE IN PLACE.

5. Fees and Payment.

   1. Fees. Customer shall pay Anysphere the fees ("Fees") as set forth at Anysphere's Pricing Page, unless otherwise agreed in an Order Form, without offset or deduction. Customer shall make all payments hereunder in US dollars, Net 30 following the receipt of an applicable invoice from Anysphere, unless otherwise indicated in the Order Form. If Customer fails to make any payment when due, without limiting Anysphere's other rights and remedies: (i) Anysphere may charge interest on any amount that is more than thirty (30) days past due at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; and (ii) if such failure continues for sixty (60) days or more, Anysphere may suspend Customer's and its Authorized Users' access to any portion or all of the Service until such amounts are paid in full.

   2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Anysphere's income.

6. Confidential Information; Feedback.

   1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive information that is designated or otherwise identified as "confidential" or a similar marking, or that a reasonable person would understand to be confidential based upon the circumstances of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain without breach of confidentiality by the receiving Party; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees or consultants who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are bound by confidentiality obligations no less restrictive than those contained herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order, unless such notice is prohibited by law. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

   2. Feedback. If Customer chooses to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), Customer grants Anysphere an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Feedback in any manner and for any lawful purpose, including to improve the Service and create other products and services, provided that the Feedback does not include Customer Confidential Information. Anysphere shall have no obligation to provide Customer with attribution for any Feedback provided.

7. Warranties and Disclaimers.

   1. Warranties. Each Party warrants that it is validly entering into this Agreement and has the legal authority to do so. In addition, Anysphere warrants that: (i) the Service will perform substantially in accordance with the Documentation; and (ii) Anysphere will employ commercially reasonable efforts in accordance with industry standards to prevent the transmission of malware or malicious code via the Service.

   2. Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 7(A), THE SERVICE AND SUGGESTIONS ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND ANYSPHERE HEREBY 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, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANYSPHERE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR SUGGESTIONS WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification.

   1. Anysphere Indemnification. 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) ("Losses") arising out of any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Service or any Suggestion infringes or misappropriates such third party's intellectual property rights. If a claim is made or appears possible that the Service infringes or misappropriates a third party's intellectual property rights, Customer agrees to permit Anysphere, at Anysphere's sole discretion, to: (i) modify or replace the Service to make it non-infringing; or (ii) obtain the right for Customer’s continued use in accordance with this Agreement. If either Party determines that neither alternative is reasonably available, either Party may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice, in which case Anysphere shall provide Customer with a pro rated refund of any prepaid fees for the remaining unused portion of the terminated Service. This Section 8(a) will not apply with respect to portions or components of the Service or Suggestion: (A) not created by Anysphere, including but not limited to Customer Data or Third-Party Services; (B) that are modified by anyone other than Anysphere where the alleged infringement relates to such modification; (C) combined with other products, processes or materials not approved in writing by Anysphere where the alleged infringement relates to such combination; (D) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (E) where Customer's use thereof is not in accordance with this Agreement.

   2. Limitation on Indemnity for Suggestions. Anysphere shall have no indemnification obligations under Section 8(a) 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 Service; (ii) Customer knew or should have known the Suggestion 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.

   3. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Anysphere and its officers, directors, employees, and agents from and against any Losses arising out of any Third-Party Claim that Customer Data infringes or misappropriates such third party's intellectual property or other proprietary rights, or arising from or related to use of the Service in violation of this Agreement.

   4. Indemnification Procedures. A Party seeking indemnity will provide the indemnifying Party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim, and allow the indemnifying Party sole control of defense and settlement of the claim including selection of counsel, provided that the Party seeking indemnity may participate in its own defense at its sole expense. The indemnifying Party cannot enter any settlement or compromise of any claim without prior written consent of the other Party, which will not be unreasonably withheld, except that the indemnifying Party may without consent enter any settlement of a claim that resolves the claim without liability to the other Party, impairment to any of the other Party’s rights, or requiring the other Party to make any admission of liability. Neither Party will disclose terms of any settlement unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any settlement, without the other Party's prior written consent.

   5. Sole Remedy. THIS SECTION 8 SETS FORTH THE PARTIES' SOLE REMEDIES, LIABILITY, AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE, SUGGESTIONS, OR CUSTOMER DATA INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. Limitations of Liability.

   1. Limitations on Indirect Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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 DATA, 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.

   2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8, AND CUSTOMER’S BREACH OF SECTION 2(B), EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO ANYSPHERE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Term and Termination.

    1. Term. The Term of this Agreement shall commence on the Effective Date, and will remain in effect as set forth in the Order Form unless earlier terminated in accordance with this MSA.

    2. Termination. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent; (B) files or has filed against it, a petition for bankruptcy or otherwise becomes subject to any bankruptcy proceeding; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, or similar court-appointed agent to take charge of or sell any material portion of its business. If Customer terminates this Agreement pursuant to this Section 10(b), Anysphere will provide Customer with a refund of any prepaid fees for the remaining unused portion of the terminated Service. Additionally, if any Authorized User violates this Agreement or otherwise acts in a manner that jeopardizes the security of the Service, Anysphere may suspend or terminate the relevant Authorized User account.

    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Service. Customer acknowledges and agrees that Anysphere shall make available Customer Data that is reasonably accessible to Anysphere for a period of thirty (30) days following termination for download, and Customer Data shall be deleted thirty-one (31) days following termination, provided that Anysphere may retain information solely as necessary to comply with its legal obligations. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund except as otherwise noted in this Agreement.

    4. Survival. This Section 10(d) and Sections 2(b), 3-4, 6-9, 10(c), 11, and 13-14 survive any termination or expiration of this Agreement.

11. Data Privacy and Security.

    1. Data Processing Addendum. 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.

    2. Security Measures. Anysphere will use industry standard technical and organizational security measures to transfer, store, and process Customer Data. Anysphere's Security practices are described in the DPA. Customer acknowledges and agrees that despite the use of industry standard measures to safeguard Customer Data, transmissions made on or through the internet may not always be secure and unauthorized third parties may breach the security of Anysphere's or its agents' information systems where Customer Data is stored. Accordingly, Customer shall remain responsible for maintaining appropriate backups of Customer Data, and Anysphere has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data.

12. Trademark License. If expressly approved by Customer in an Order Form, Customer agrees to allow Anysphere to refer to Customer as a customer of Anysphere and/or user of the Service and Anysphere may use Customer's name, trademark and logo ("Customer Marks") on sales and marketing collateral in any form or media including on its website and social media channels. Anysphere shall not acquire any rights, title, or interests in or to Customer Marks and all use of Customer Marks by Anysphere will be for the benefit of Customer.

13. Dispute Resolution.

    1. Disputes. In the event of a dispute, claim or controversy relating to this Agreement ("Dispute"), the Parties will first attempt in good faith to informally resolve the matter. The Party raising the Dispute must notify the other party ("Dispute Notice"), who will have thirty (30) days from the date of delivery of the Dispute Notice to propose a time for the Parties to meet with appropriately leveled executives to attempt to resolve the Dispute. If the Parties have not resolved the dispute within forty-five (45) days of delivery of the Dispute Notice, either Party may seek to resolve the dispute through arbitration as stated in Section 13(b).

    2. Arbitration; Class Action Waiver. Any Dispute will be determined by final, binding arbitration. Judgment on any award issued through the applicable arbitration process in this Section 13(b) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THIS AGREEMENT. Disputes will be determined by a sole arbitrator in San Francisco, California, pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.

    3. Equitable Relief. This Section 13 does not limit either party from seeking equitable relief.

    4. Severability. If any part of this “Dispute Resolution” section is found to be unenforceable, the remainder will remain in effect, except that if a finding of partial unenforceability would allow class or representative arbitration, this “Dispute Resolution” section will be unenforceable in its entirety.

14. Miscellaneous.

    1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether written or oral. In the event of any conflict, the order of precedence is: (i) Order Form; (ii) DPA; (iii) MSA; (iv) any other incorporated documents.

    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties: (i) for Customer, at the physical and/or email addresses set forth on the first page of the Order Form or such other address that may be designated by Customer in procuring the Service; and (ii) for Anysphere, via email to legal@cursor.com, Attention: Legal Department, with a hardcopy to: Anysphere, Inc., 2261 Market Street STE 86466, San Francisco, CA 94114, Attn: Legal Department. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this MSA, a Notice is effective only upon receipt by the receiving Party, and if the Party giving the Notice has complied with the requirements of this Section.

    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    4. Amendments and Modifications. Anysphere may update this MSA at any time by providing reasonable notice, including by posting to our website. If, in our sole judgment, an update materially impacts your rights or obligations, Anysphere will provide at least thirty (30) days' notice before the update goes into effect, unless the update is necessary for Anysphere to comply with applicable law, in which case Anysphere will provide as much notice as reasonably possible. Any other updates will be effective on the date the updated MSA terms are posted. Except for an update to comply with applicable law, updates to this MSA will not apply to Disputes between Customer and Anysphere arising prior to the update. No other amendment to or modification of this MSA is effective unless it is in writing and signed by both Parties. Customer’s continued use of, or access to, the Service after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Service or terminate this Agreement.

    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    6. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder that is not required to be resolved via arbitration pursuant to Section 13 (Dispute Resolution) will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    7. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, except that either Party may assign this Agreement without consent of the other Party to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates, provided that such successor in interest is not a direct competitor of the non-assigning Party. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    8. Export Regulation. The Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Neither Party shall directly or indirectly, export, re-export, or release the Service or the underlying software or technology to, or make the Service or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Each Party shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service or the underlying software or technology available outside the US.

    9. US Government Rights. Each of the Documentation and the software components that constitute the Service is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor thereof, Customer only receives those rights with respect to the Service and Documentation as are granted to all other end users, in accordance with (i) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

    10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

    11. Waiver. Failure to exercise or delay in exercising any rights or remedies arising from this Agreement does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.