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Copyright © 2025 ChangeCurve, All rights reserved.
THIS MASTER LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN THE LEGAL ENTITY SIGNING AN ORDERING DOCUMENT AND ITS AFFILIATES (COLLECTIVELY REFERRED TO AS “CHANGECURVE,” “COMPANY,” “WE,” OR “US”) AND THE ENTITY PLACING AN ORDER FOR SERVICES THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (“CUSTOMER,” “YOU,” OR TOGETHER WITH CHANGECURVE, THE “PARTIES”). THIS AGREEMENT GOVERNS THE CUSTOMER’S ACCESS TO AND USE OF CHANGECURVE SERVICES.
BY SIGNING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AGREES TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR CORPORATE ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IN SUCH CASES, THE TERMS “CUSTOMER,” “YOU,” AND “YOUR” REFER TO THAT ORGANIZATION AND ITS AFFILIATES. IF YOU DO NOT HAVE THIS AUTHORITY OR DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCEPT THIS AGREEMENT AND ARE NOT AUTHORIZED TO USE THE SERVICES.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS, CONNECT TO, OR USE THE SERVICES IN ANY MANNER.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU CERTIFY THAT ALL INFORMATION PROVIDED THROUGH THE SERVICES IS TRUE, ACCURATE, AND COMPLETE. THE SUBMISSION OF FALSE OR MISLEADING INFORMATION IS STRICTLY PROHIBITED.
This Agreement becomes effective between the Customer and ChangeCurve on the date the Customer accepts the Agreement by signing an Ordering Document that incorporates it (the “Effective Date”).
Introduction
ChangeCurve has created and owns Digital Adoption Platforms that provide guidance, analytics, engagement tools, and automation for use with third-party and custom-built web, mobile, and desktop applications. These tools are designed to enhance user engagement, simplify processes, and improve customer and employee experiences. ChangeCurve offers these solutions as a software-as-a-service (“Subscription Services”).
This Agreement defines the terms governing the relationship between the Parties in relation to the ChangeCurve Services (as outlined below) provided to the Customer, as well as access and use by the Customer’s authorized End Users.
Definitions
The Customer may subscribe to ChangeCurve Services by signing an Ordering Document. This document will outline:
(i) The duration during which the Customer can deploy, access, or use the Services (“Subscription Term”);
(ii) The specific ChangeCurve solution being subscribed to (e.g., “ChangeCurve for Employees” or “ChangeCurve for Customers”), including the applicable version (web, mobile, or desktop);
(iii) The approved Target Applications for deploying and using the Subscription Services with End Users;
(iv) The fees payable by the Customer;
(v) If applicable, usage limits such as the permitted number of End Users for whom the Services can be made available monthly;
(vi) If applicable, the provision of Professional Services (as defined in this Agreement);
(vii) If applicable, the Customer’s participation in ChangeCurve’s Digital Adoption Institute and training programs; and
(viii) Any additional subscription terms agreed upon by the Parties.
Unless otherwise specified, the Ordering Document will renew automatically or be replaced with a new Ordering Document upon the subscription period’s expiration, as defined therein.
Each Ordering Document signed by the Parties is subject to this Agreement and will be governed by its terms.
The rights granted to the Customer under this Agreement allow the Customer to enable its Affiliates to access and use the Subscription Services in accordance with this Agreement. However, the Customer will be fully responsible for, and liable to ChangeCurve for, any actions or omissions by such Affiliates or their End Users. If these actions or omissions would constitute a breach or liability for the Customer under this Agreement, the Customer shall be held accountable. For simplicity, references to “Customer” within this Agreement will include Affiliates as permitted under this section.
If a Customer Affiliate directly subscribes to the Subscription Services, it may execute an Ordering Document with ChangeCurve. Such documents will adhere to the terms and conditions of this Agreement, with each Affiliate independently responsible for ensuring compliance. If an Affiliate of the Customer and an Affiliate of ChangeCurve execute an Ordering Document, references to “ChangeCurve” and “Customer” within this Agreement will apply to those specific Affiliates.
Unless otherwise specified in this Agreement or an Ordering Document, and subject to all applicable terms, ChangeCurve grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access, use, and deploy the Subscription Services (including the ChangeCurve Core Platform) on approved Target Applications and for End Users during the Subscription Term.
The Customer may only provide the ChangeCurve Experience Technology to the Permitted Number of End Users and only on Target Applications approved in an Ordering Document.
Access to Advanced Modules (e.g., Enterprise Analytics, Collaboration Tools, Connected Workplace, and Security Modules) requires a separate license and additional fees. These modules and any data derived from them can only be used for Permitted Target Applications and the Permitted Number of End Users, unless otherwise specified in an Ordering Document.
If the Customer subscribes to ChangeCurve Essentials, the Experience Technology can only be used with designated applications (e.g., Workday, Salesforce, Microsoft Dynamics, and SAP SuccessFactors) for the Permitted Number of End Users. Use of the Content Creation Tools is limited to configuring provided workflow templates and testing. Any unauthorized use will result in an automatic upgrade to the Core Platform, with additional fees charged according to ChangeCurve’s standard rates.
Additional rights and limitations for “ChangeCurve for Customers” will be outlined in the applicable Ordering Document.
Except as explicitly stated in this Agreement or any Ordering Document, all rights to the Services remain with ChangeCurve. Customers are prohibited from:
(i) Using the Services for purposes outside those described in the Agreement or Ordering Document;
(ii) Renting, leasing, sublicensing, or transferring any part of the Service;
(iii) Circumventing any security features of the Service;
(iv) Uploading harmful or illegal materials to the Service;
(v) Using the Service for any unlawful activities; or
(vi) Allowing unauthorized third-party access to the Subscription Services.
If an Ordering Document imposes limits on the number of End Users, the Customer must ensure that the number of active users does not exceed these limits in any calendar month
The Customer is responsible for compliance with the access and use restrictions outlined in this Agreement and any Ordering Document. ChangeCurve may review the Customer’s use of the Services remotely. If a review reveals usage beyond the agreed scope, the Customer must promptly purchase additional subscriptions to cover the excess usage.
ChangeCurve will provide Services in accordance with the Service Level Agreement (SLA) attached to the Ordering Document. The SLA specifies performance standards, uptime commitments, and customer support levels.
If Professional Services (e.g., implementation, training, or assistance in creating outputs) are included in an Ordering Document, they will generally be provided remotely unless otherwise agreed. Such services are not considered works for hire unless expressly stated.
The Customer agrees to pay all fees outlined in the Ordering Document. For multi-year commitments, pricing reflects the Customer’s agreement to the specified term.
Unless otherwise specified:
(i) Fees are based on the Permitted Number of End Users and Target Applications purchased;
(ii) Fees are non-refundable;
(iii) Payment obligations are non-cancelable; and
(iv) Payment is not contingent upon deployment or actual usage by End Users.
Late payments may incur interest or penalties, and non-payment may result in service suspension or termination.
Fees do not include taxes, levies, or duties. The Customer is responsible for paying any applicable taxes, except for those based on ChangeCurve’s income.
For the purpose of providing the Services to the Customer (as described in detail in the Data Processing Agreement, or “DPA”), ChangeCurve, acting as a Data Processor, may occasionally receive or access Customer data (acting as the Data Controller) that qualifies as Personal Data (as defined in the DPA).
The Parties’ rights and obligations concerning data processing are detailed in the DPA, available at:
https://www.changecurve.com/dpa.
The Customer is solely responsible for obtaining all necessary consents and authorizations as required by applicable laws for the collection, storage, and processing of data by ChangeCurve as directed by the Customer.
ChangeCurve follows stringent security protocols, including data encryption during transmission over public networks and adherence to recognized auditing standards such as SOC 2 and ISO 27001:2013. Customer data is stored securely with logical separation from other customers’ data. Additionally, ChangeCurve maintains and adheres to documented policies and procedures that safeguard data access, use, storage, and disposal. These policies include encryption, virus detection, and firewall utilization.
ChangeCurve retains all ownership rights, titles, and interests, including all Intellectual Property Rights, to its Services, associated technologies, and solutions, as well as any modifications, updates, or enhancements. This also includes brand names, logos, and trademarks related to the Services. Moreover, ChangeCurve owns all rights to Outputs generated by its Services, including interactive guidance and default designs.
For the purposes of this Agreement, “Intellectual Property Rights” encompass all global intellectual property rights, whether registered or not, including copyrights, software, patents, trademarks, trade secrets, and confidential information.
“Outputs” refer to interactive, in-app guidance features that assist End Users in navigating or completing actions within digital platforms or applications.
The Customer retains all ownership rights to:
(i) Content provided to ChangeCurve for Service delivery or Professional Services;
(ii) Content created by the Customer using ChangeCurve Services; and
(iii) Content developed specifically for the Customer by ChangeCurve as part of Professional Services, incorporating Customer-owned copyrighted materials or confidential information.
Customer Content excludes ChangeCurve’s proprietary materials, default designs, Outputs’ “look and feel,” and ChangeCurve’s confidential information.
The Customer grants ChangeCurve and its affiliates a limited, non-exclusive, non-transferable, royalty-free license to use Customer Content solely for the purpose of delivering the Services during the Subscription Term.
ChangeCurve may use, modify, and incorporate into its Services any feedback, suggestions, or comments provided by the Customer or End Users, excluding Customer-owned content, without any obligation to the Customer or End Users.
ChangeCurve warrants that:
(i) The Subscription Services will conform substantially to the specifications outlined in the applicable Ordering Document and will meet the standards in the applicable SLA; and
(ii) Professional Services will be performed in a professional, workmanlike manner by qualified personnel with the requisite skills and training.
The warranties outlined in this section are exclusive and replace all other warranties, whether express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement. ChangeCurve does not guarantee uninterrupted or error-free operation of its Services or compatibility with third-party software or systems. This section does not limit any legal obligations outlined in Section 11.
ChangeCurve will defend the Customer against any claims asserting that the Services or solutions provided infringe on third-party intellectual property rights (“Infringement Claim”). ChangeCurve will cover all resulting damages, costs (including settlements and legal fees), provided that:
(i) The Customer promptly notifies ChangeCurve of the claim in writing;
(ii) ChangeCurve is granted control over the claim’s defense and settlement; and
(iii) The Customer provides all necessary assistance and information (at ChangeCurve’s expense) for the defense.
ChangeCurve will not be responsible for claims arising from:
(i) Use of the Services in modified form or with non-ChangeCurve materials;
(ii) Customer Content;
(iii) Customer’s failure to comply with its obligations under this Agreement; or
(iv) Equipment or instructions provided by the Customer.
If ChangeCurve determines that any part of the Services may infringe on third-party rights, it may, at its discretion:
(i) Obtain the necessary rights for the Customer to continue using the Services;
(ii) Replace or modify the infringing component to make it non-infringing; or
(iii) Terminate the affected Services and refund prorated fees for the unused portion of the subscription term.
This section constitutes the Customer’s exclusive remedy for any Infringement Claims.
The Customer is responsible for:
(i) Proper use of the Services by itself and its End Users;
(ii) Rights and compliance for all Customer Content;
(iii) Data or content provided by End Users; and
(iv) Compliance with applicable laws and third-party rights.
The Customer agrees to adhere to all system and technical requirements provided by ChangeCurve, including implementing unique user identifiers (UUIDs) for accurate analytics and compliance.
The Customer must ensure the Services are only accessible to the approved number of End Users as specified in the Ordering Document. This includes deactivating access for individuals no longer employed by the Customer.
The Customer must provide timely and accurate information and support to enable ChangeCurve to deliver the Services. Delays caused by the Customer or its agents do not relieve the Customer from its payment obligations.
To the maximum extent allowed by law, neither Party shall be liable under this Agreement for:
(i) Any indirect, special, incidental, consequential, punitive, or exemplary damages; or
(ii) Loss of business, revenues, profits, or use, regardless of whether such damages were foreseeable, or the Party was aware of the possibility, and even if any remedy fails its essential purpose.
To the fullest extent permitted by law, and excluding instances of willful misconduct, gross negligence, breaches of confidentiality, ChangeCurve’s intellectual property indemnification obligations under Section 9, or the Customer’s obligations under Section 7 (Proprietary Rights) or indemnification under Section 15.4 (Export Restrictions), a Party’s total liability under each Ordering Document shall not exceed the total amount paid by the Customer for that specific Ordering Document. Aggregate liability under this Agreement shall not exceed the total amount paid by the Customer during the twelve (12) months preceding the incident that led to the liability.
For breaches of data protection obligations under Section 6, ChangeCurve’s liability is limited to three (3) times the total amount paid by the Customer in the twelve (12) months prior to the breach. However, if a regulatory authority imposes a fine solely due to ChangeCurve’s violation of its data protection obligations, such fines will be borne by ChangeCurve regardless of liability caps.
This Agreement begins on the Effective Date and remains effective as long as the Customer maintains an active Ordering Document, unless terminated earlier per this Agreement’s provisions.
Either Party may terminate this Agreement or any Ordering Document if:
(i) The other Party materially breaches this Agreement and fails to resolve the breach within sixty (60) days after receiving detailed written notice; or
(ii) The other Party ceases business operations or enters insolvency proceedings that are not dismissed within ninety (90) days.
Upon termination for any reason:
ChangeCurve reserves the right to monitor service usage for security. If unauthorized access is suspected, ChangeCurve may suspend or deny access to ensure service integrity and security.
“Confidential Information” includes non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), designated as confidential or reasonably understood to be confidential based on the context. This includes, but is not limited to, technical information (e.g., software, designs), business data (e.g., marketing strategies, costs), and trade secrets. Confidential Information does not include information that:
(i) Is publicly known when disclosed or becomes public through no fault of the Receiving Party;
(ii) Was known by the Receiving Party before disclosure;
(iii) Is independently developed without reference to the Confidential Information; or
(iv) Is lawfully obtained from a third party without confidentiality obligations.
Receiving Party agrees to:
(i) Not share Confidential Information without prior consent;
(ii) Protect Confidential Information with at least the same care as its own, but no less than reasonable care;
(iii) Limit access to employees, contractors, or service providers who need the information and are bound by confidentiality agreements; and
(iv) Use Confidential Information only for purposes consistent with this Agreement.
If legally compelled to disclose Confidential Information, the Receiving Party will, to the extent allowed by law, notify the Disclosing Party promptly and provide assistance, at the Disclosing Party’s expense, to seek protective measures.
Confidentiality obligations remain in effect for three (3) years after termination of this Agreement or seven (7) years from disclosure, whichever is sooner.
ChangeCurve may use the Customer’s name and logo to identify the Customer as a client in marketing materials or on its website, subject to Customer-provided guidelines.
The Customer agrees to act as a reference for ChangeCurve, participating in calls with prospective clients, investors, or analysts as appropriate.
The Customer will assign a representative to collaborate on a mutually agreed-upon written case study or video testimonial for marketing use.
Upon request, the Customer will participate in a joint press release mutually approved by both Parties.
This Agreement, along with its exhibits and Ordering Documents, constitutes the entire understanding between the Parties, superseding all prior agreements, including NDAs.
15.2.1 General Assignment
Neither Party may transfer its rights or obligations under this Agreement without prior written consent, except in cases of assignments to affiliates or successors following mergers, reorganizations, or asset sales. Successors must agree to be bound by this Agreement.
15.2.2 Notification of Assignment
In the event of assignment or change of control, the assigning Party must notify the other Party immediately.
The applicable laws and jurisdiction for resolving disputes depend on the specific ChangeCurve entity entering this Agreement.
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