Master Agreement Terms

1. Definitions

1. "Confidential Information" means all technical and non-technical information being disclosed by one Party to the other Party (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms); provided Confidential Information means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that (i) is marked "Confidential" or "Proprietary" or some similar designation, or (ii) by the nature of the circumstances surrounding the disclosure, appear to a reasonable receiving party to be confidential or proprietary. All technology or proprietary information underlying the Software and the Continu System shall be deemed Confidential Information of Continu, and the Licensee Data shall be deemed Confidential Information of Licensee.
2. "Documentation" means any documentation provided or made accessible by Continu for use with the Software under this Agreement.
3. "Intellectual Property Rights" means all rights in, to, or arising out of: (i) any U.S., international or foreign patent; (ii) inventions, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, source code and object code, moral rights, trademarks; and (iv) any other similar or equivalent proprietary rights anywhere in the world.
4. "Licensed Materials" means the Software and the Documentation.
5. "Licensee Data" means any information that Licensee, Licensee's employees, representatives, or other business partners makes available to Continu in the context of the Agreement, including but not limited to employee personal information and content added into the platform.
6. "Continu System" means Continu's hosting servers or those of its hosting service provider intended to enable the Licensee to access and use the Software via the worldwide web.
7. "Software" means Continu's software as described in the Components and Services section of the agreement, including any and all changes, corrections, fixes, enhancements, updates and other modifications thereto.
8. "User" means the employees of Licensee designated and authorized to use the Software on Licensee's behalf.

2. Responsibilities of Continu

1. Continu will host, maintain and make accessible the Software to Licensee via the Continu System.
2. Continu shall be obligated to provide updated Software releases, including new feature enhancements, maintenance releases and bug fixes within the feature scope.
3. Continu will implement adequate, industry-standard technical and organizational measures to secure and protect Licensee Data, in compliance with all applicable laws.
4. Continu shall not be obligated to provide any new release of any other Software or module not specified in the Components and Services section of the agreement, or other software for which Continu generally charges a separate fee.

3. Responsibilities of Licensee

The Licensee will be responsible for obtaining and maintaining at the Licensee's expense all the necessary computer hardware, software, modems, connections to the Internet and other items required to access the Continu System to use the Software.

‍

4. License Grant

1. Grant. Subject to the terms and conditions of this Agreement, Continu grants to Licensee a limited, terminable, non-exclusive, non-transferable license to permit Users to use the Software and the Documentation via the Continu System solely for Licensee's internal business purposes and operations.
2. License Restrictions. Licensee shall not, and shall not permit any third party to: (i) modify or create any derivative work of any part of the Licensed Materials, except as required to use the Licensed Materials as contemplated in this Agreement; (ii) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Licensed Materials; or (iii) use the Licensed Materials for commercial time-sharing or service bureau use.
3. Copies of Documentation. Licensee may make a reasonable number of copies of the Documentation solely to support Licensee's use of the Software, provided that Licensee shall not remove Continu's copyright or other proprietary notices.
4. Reservation of Rights. Continu reserves all rights to the Continu System and Licensed Materials not otherwise expressly granted in this Section.

5. License to Continu

Licensee Data. Subject to the terms of this Agreement, the Licensee hereby grants Continu a limited, worldwide, non-exclusive, royalty-free license during the Term to store, archive, transmit, have transmitted, and display Licensee Data solely in connection with providing the services and software to Licensee under this Agreement.

Payment; Taxes

1. License Fees. As a condition for providing access to the Continu System to use the Software, Licensee shall pay Continu the license subscription fees in the amount set forth in the Agreement. License Subscription Fees are subject to change upon the first day of each Renewal Term with thirty (30) days prior written notice. License Subscription Fees are non-refundable.
2. Taxes. Licensee shall, in addition to other amounts payable, pay all applicable taxes, federal, state or otherwise, excluding only taxes based on Continu's net income.
3. Payment Terms. All undisputed amounts payable to Continu under this Agreement will be due within the time specified within the Continu Order Form.

6. Ownership

1. Licensee. As between Licensee and Continu, the Licensee shall retain all right, title and interest in and to the Licensee Data and all Intellectual Property Rights therein.
2. Continu. As between Licensee and Continu, Continu shall retain all right, title and interest in and to the Licensed Materials and the Continu System and all Intellectual Property Rights therein.

7. Limited Software Warranty

1. Scope of Limited Warranty. Continu warrants to Licensee that during the Term, the Software will perform substantially in accordance with the Documentation. The foregoing warranty shall not apply to performance issues (i) caused by factors outside of Continu's reasonable control; (ii) that result from any actions or inactions of Licensee or any third parties; or (iii) that result from Licensee's data structure, operating environment or equipment.
2. Sole Remedy. Should the Software not perform as warranted, Continu shall use commercially reasonable efforts to correct the nonconformities. Licensee must notify Continu in writing within ten (10) days of discovery.
3. Representations and Warranties. Continu represents and warrants that: (i) it will exercise due professional care and competence; (ii) it will comply with applicable laws; (iii) it has evaluated its security systems to ensure the confidentiality of Licensee Data; and (iv) it will periodically monitor its systems to ensure adequate standards.
4. Disclaimer. CONTINU SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OF UNINTERRUPTED OR ERROR-FREE SERVICE. THE SOFTWARE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS.

8. Term & Termination

1. ‍Term. Unless earlier terminated, this Agreement will have a minimum term as specified within the Continu Order Form, commencing as of the Effective Date and may be renewed by mutual written agreement.‍
2. Termination.
   
   1. By Either Party. This Agreement may be terminated by either Party upon delivery of written notice if: (a) the other Party fails to cure a material breach within thirty (30) days after written notice; or (b) the other Party makes a general assignment for the benefit of creditors, admits inability to pay debts, or becomes subject to bankruptcy proceedings not dismissed within sixty (60) days.
   2. Force Majeure. Neither Party shall be held responsible for delay or failure caused by fire, flood, explosion, war, embargo, government requirement, act of God, or similar causes beyond its control. If performance is delayed for more than thirty (30) days, the non-affected Party may terminate without liability.
   3. Effect of Termination. Upon termination, each Party shall promptly return or destroy all Confidential Information of the other Party. Sections 1, 7, 8, 10, and 11 shall survive termination. Continu will assist Licensee in transition of its data at no cost to Continu, unless termination is due to Continu's uncured material breach.

9. Confidentiality

1. Nondisclosure. Each Party agrees to use and reproduce the Confidential Information of the other Party only for purposes of exercising its rights and performing its obligations under this Agreement, and shall restrict disclosure to employees, consultants, or advisors with a need to know. Information shall be handled with at least the same degree of care used for the Receiving Party's own information, but not less than reasonable care.
2. Exceptions. Confidential Information excludes information that: (i) was in the public domain; (ii) was known to the Receiving Party without restriction; (iii) is disclosed with prior written approval; (iv) was independently developed; or (v) becomes known from a source other than the Disclosing Party without breach.
3. Remedies. A breach of this section may result in immediate and irreparable harm. The Disclosing Party will be entitled to seek equitable relief, including temporary restraining orders and injunctions, without posting a bond.

10. Limitation on Damages

1. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. EXCEPT FOR BREACH OF SECTIONS 5, 6, 10 AND INDEMNIFICATION FOR THIRD-PARTY DAMAGES ARISING UNDER SECTION 12, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. MAXIMUM AGGREGATE LIABILITY. EXCEPT FOR BREACH OF SECTIONS 6, 9, 13 AND INDEMNIFICATION LIABILITY UNDER SECTION 11, THE MAXIMUM LIABILITY OF EITHER PARTY WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS MADE IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. Indemnification

1. Each Party shall indemnify, defend and hold the other Party harmless from all third-party Claims arising from: (i) violation of any applicable statute, regulation, or law, or infringement of intellectual property rights; (ii) failure to comply with applicable laws; (iii) gross negligence or intentional misconduct.
2. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and provide reasonable information and assistance.
3. The indemnified Party may participate in the claim or action with its own separate legal counsel at its own expense.
4. In the event any portion of the Continu System or Licensee Data is held to infringe Intellectual Property Rights, the responsible Party shall, at its sole expense: (i) obtain the right to continue use; (ii) modify to avoid infringement; (iii) upon mutual agreement, remove and disable; or (iv) if no remedy is commercially feasible, terminate this Agreement.
5. THIS SECTION SETS FORTH EACH PARTY'S ENTIRE LIABILITY AND SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

12. Miscellaneous

1. Assignment. Neither Party may assign or transfer any rights or obligations without prior written consent of the other Party, except in connection with a merger, consolidation, reorganization, or sale of substantially all assets.
2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements. It may not be amended without prior written consent of both Parties.
3. Publicity. Licensee grants Continu a non-exclusive, royalty-free right during the Term to use Licensee's name, logo, trademarks, and other brand identifiers ("Licensee Marks") in Continu's marketing materials, website, customer lists, case studies, press releases, and sales presentations for the purpose of identifying Licensee as a customer of Continu. Continu shall use Licensee Marks in accordance with any reasonable brand guidelines provided by Licensee. Licensee may revoke this right at any time upon thirty (30) days' prior written notice, after which Continu shall cease use of Licensee Marks within thirty (30) days. Upon termination or expiration of this Agreement, all use of Licensee Marks shall cease within thirty (30) days.
4. Restricted Rights. If Licensee is a U.S. Government entity, use is restricted in accordance with FAR 12.212 and DFARS 227.7202.
5. Import and Export Requirements. Licensee acknowledges that Licensed Materials are subject to export control laws and may not be exported except in full compliance with applicable laws.
6. Force Majeure. Except for payment obligations, neither Party shall be liable for failure to perform due to causes beyond its reasonable control.
7. Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without giving effect to its conflicts of law rules. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts of the State of Delaware.
8. Notices. All notices shall be in writing and deemed duly given when delivered in person, three days after being mailed by registered or certified mail, or sent via email. Either Party may change its contact information by providing notice. Notices to Continu should be sent to: 205 Hudson Street, Floor 7, New York, NY 10013.
9. Relationship of Parties. The Parties are independent contractors. Neither Party shall hold itself out as an agent of the other.
10. Severability. If any provision is held invalid, it shall be replaced with the valid provision that most closely reflects the intent of the Parties.
11. Waiver. No delay or failure to exercise any right shall constitute a waiver. All waivers must be in writing.
12. Headings. Headings are inserted for convenience and are not intended to affect interpretation.
13. Construction. Both Parties acknowledge the Agreement has been jointly prepared. Each Party has had the opportunity to seek legal counsel.

13. Data Privacy Standards

Continu assumes all liability for any data security breach relating to the operating of the system. Continu shall comply with all relevant and applicable federal and/or state laws relating to data privacy ("Data Privacy Standards"). Continu shall notify Licensee in writing immediately if Continu is no longer in compliance. Continu agrees to release, defend, indemnify and hold harmless Licensee for claims, losses, penalties and damages arising out of Continu's negligence, unauthorized use or disclosure of protected personal information, and/or Continu's breach of its obligations under this section.

‍

14. AI Functionality & Data Handling

1. Continu's AI features, including the Continu AI Agent ("Eddy"), operate entirely within each customer's Continu environment. All AI functionality is built on a closed-loop model.
2. Continu does not use customer data to train external or shared AI models. Any data processed through AI features is used only to deliver the requested functionality within your organization's Continu instance.
3. All prompts, interactions, and outputs remain contained within your tenant and are handled according to Continu's confidentiality, security, and data protection commitments. No information is shared, used, or retained outside of your organization's environment.
4. By design, Continu's AI capabilities are isolated per customer to maintain privacy, protect proprietary information, and ensure complete data segregation and security.