Master Services Agreement

CortexaOS provides an AI-powered enterprise operating system (the “Platform”) that includes AI specialist consultations, workflow automation, CRM tools, and related services as described on our website and in applicable order forms. We reserve the right to update, modify, or discontinue features with reasonable notice.

You must provide accurate registration information and maintain the security of your account credentials. You are responsible for all activity that occurs under your account. Accounts may not be shared between individuals without a team membership. You must be at least 18 years of age and authorized to bind the entity you represent.

Access to the Platform requires a paid subscription as outlined on our pricing page. Fees are charged in advance on a monthly or annual basis. All fees are non-refundable except as expressly stated. We may update pricing with 30 days' written notice. Failure to pay may result in suspension or termination of your account.

You agree not to use the Platform to: (a) violate any applicable law or regulation; (b) infringe the intellectual property rights of others; (c) transmit harmful, offensive, or fraudulent content; (d) attempt to gain unauthorized access to any system; (e) reverse-engineer or extract proprietary models or algorithms; or (f) resell or sublicense the Platform without written authorization.

By using the Platform, you authorize CortexaOS to process data you submit (“Customer Data”) for the purpose of providing the Services. We implement commercially reasonable technical and organizational measures to protect your data. We do not sell Customer Data to third parties. Our full Privacy Policy is incorporated herein by reference and available at cortexaos.ai/privacy.

You retain all rights to Customer Data. You grant CortexaOS a limited license to process Customer Data solely as necessary to provide the Services. CortexaOS may use aggregated, anonymized usage data to improve the Platform.

CortexaOS retains all right, title, and interest in the Platform, underlying models, AI outputs, and all related intellectual property. Nothing in this Agreement transfers ownership of CortexaOS IP to you. You retain ownership of Customer Data and any original content you create using the Platform.

You grant CortexaOS a royalty-free license to use your company name and logo for marketing purposes, which you may revoke at any time by written notice.

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to third parties without prior written consent. “Confidential Information” means non-public information designated as confidential or that a reasonable person would consider confidential given the nature of the information. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CORTEXAOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI OUTPUTS ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, MEDICAL, OR PROFESSIONAL ADVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORTEXAOS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. CORTEXAOS'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

You agree to indemnify, defend, and hold harmless CortexaOS and its officers, directors, employees, and agents from any claims, damages, or expenses (including reasonable legal fees) arising from: (a) your use of the Platform; (b) your violation of this Agreement; (c) your violation of any third-party rights; or (d) content you submit through the Platform.

This Agreement begins when you accept it and continues until terminated. Either party may terminate this Agreement with 30 days' written notice. CortexaOS may suspend or terminate immediately if you breach this Agreement, fail to pay, or engage in conduct that poses a security or legal risk. Upon termination, your access to the Platform will cease. We will retain Customer Data for 30 days post-termination before deletion, unless required otherwise by law.

YOU AND CORTEXAOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and CortexaOS agree otherwise, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of the arbitration agreement in Section 13 shall be null and void.

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm. The arbitration shall take place in Bexar County, Texas. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.

Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, government actions, internet outages, third-party AI provider outages or policy changes (including disruptions to Anthropic's Claude API or other AI services integrated into the Platform), cyberattacks, or other events that could not have been prevented by the exercise of reasonable diligence. The affected party shall notify the other party promptly of the force majeure event and use commercially reasonable efforts to mitigate its effects. If a force majeure event continues for more than 60 days, either party may terminate this Agreement without liability.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter herein.

Modifications. We may update this Agreement from time to time. We will notify you of material changes by email or in-app notice. Continued use of the Platform after the effective date constitutes acceptance.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement rights.

Assignment. You may not assign this Agreement without prior written consent. CortexaOS may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Notices. Legal notices should be sent to: legal@cortexaos.ai