Last Updated: October 7, 2026
This X Subscription Grok Addendum (“Grok Addendum”) is entered in connection with the Master Services Agreement between Customer and Anysphere governing Customer’s existing Cursor Teams plan (the “MSA”). The MSA and this Grok Addendum together constitute the “Agreement” subject to the order of precedence in Section 2.2. By completing a flow to unify Customer’s existing Cursor Teams plan with a Grok or X plan, Customer accepts this Grok Addendum. This Grok Addendum applies only to Customers with an existing Cursor Teams Subscription as at October 7, 2026. Upon acceptance, SpaceXSI becomes the provider of the Service, which comprises the services previously provided by Anysphere under the MSA and the SpaceXSI Services. Notwithstanding the foregoing, Anysphere continues to provide the Cursor Third-Party Components, as described in Section 2.
As used in this Grok Addendum, the following definitions apply:
1.1 “Affiliate” of a Party means an entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party, where “control” means the power to direct or cause the direction of an entity’s management or affairs through ownership or control of 50% or more of the voting equity securities or other equivalent voting interest of an entity.
1.2 "Anysphere" means Anysphere, Inc., a Texas corporation with its principal offices at 2261 Market Street STE 86466, San Francisco, CA 94114, the original contracting entity under the Agreement.
1.3 "Subscription" means an online subscription, migration, or upgrade confirmation accepted by Customer through the Service that identifies the applicable unified services and pricing terms. Without limitation, Customer's selection of "Confirm & Create Subscription" (or similar confirmation action) on a plan review or checkout page within the Service that references or links to this Grok Addendum constitutes acceptance of a Subscription.
1.4 "Service" as used in this Grok Addendum has the meaning given in the Agreement, and includes the SpaceXSI Services.
1.5 "SpaceXSI Documentation" means the technical documentation for the SpaceXSI Services, as updated from time to time.
1.6 "SpaceXSI Output" means any response, result, generated content, or other material produced by the Services in response to Customer Data (excluding Usage Data). SpaceXSI Output constitutes Suggestions under the Agreement.
1.7 "SpaceXSI" means SpaceXAI LLC, a Nevada limited liability company with its principal offices at 800 W Cesar Chavez St., Austin, TX 78701.
1.8 "SpaceXSI Services" means the services powered by SpaceXSI, as further described in the SpaceXSI Documentation, and made available to Customer under the Subscription.
All other capitalized terms that are not defined in this Grok Addendum have the same meaning as defined in the MSA.
2.1 Services.The SpaceXSI Services constitute Add-Ons under the MSA. Upon Customer's acceptance of this Grok Addendum, the "Service" under the Agreement includes both (a) the services described in the definition of "Service" in the Agreement and (b) the SpaceXSI Services, each as provided by SpaceXSI, except for Cursor Third-Party Components, which are provided by Anysphere as further described in Section 2.7 and are not SpaceXSI technology.
2.2 Precedence. This Grok Addendum is incorporated into the applicable Subscription and forms part of the Agreement. In the event of a conflict among the the documents forming the Agreement (including Section 14(a) of the MSA), the following order of precedence applies: (a) Service Specific Terms (with respect to the applicable portion of the Service); (b) this Grok Addendum; (c) the Anysphere Data Processing Addendum (“DPA”); and (d) the MSA. For conflicts between the SpaceXSI Documentation and the Documentation under the Agreement, the SpaceXSI Documentation controls only with respect to the technical operation of the SpaceXSI Services. For conflicts involving any applicable Acceptable Use Policy and the use restrictions in the Agreement, the more restrictive provision applies.
2.3 Contracting parties. Upon Customer's acceptance of this Grok Addendum, SpaceXSI assumes all of Anysphere's rights and obligations under the Agreement with respect to the Service as a whole arising on or after the date of such acceptance, and all references to "Anysphere" in the Agreement shall be deemed to refer to SpaceXSI for those purposes, except with respect to Cursor Third-Party Components as described in Section 2.7. Anysphere retains all rights and obligations under the Agreement that accrued prior to Customer's acceptance of this Grok Addendum. The foregoing does not constitute a novation or termination of the Agreement, and the Agreement remains in full force.
2.4 Documentation. Customer must use the SpaceXSI Services in accordance with the SpaceXSI Documentation.
2.5 Service Specific Terms. Certain portions of the Service, including but not limited to Grok Bot, may be subject to additional service-specific terms ("Service Specific Terms"), which are incorporated into and form part of this Grok Addendum.
2.6 Communications. Anysphere, SpaceXSI, and their Affiliates may send Customer and its Authorized Users emails and other communications concerning the Service, including product updates, feature announcements, and promotional communications. Customer or its Authorized Users may opt out of promotional communications by using any unsubscribe or similar functionality included in the communication. Customer may not opt out of non-promotional communications, such as those about Customer's account, transactions, servicing, security, or the ongoing business relationship.
2.7 Cursor Third-Party Components. To the extent the Service provides access to Cursor, Grok Bot, or AI models not developed or owned by SpaceXSI or its Affiliates ("Third-Party AI Models"), access to Cursor, Grok Bot, or the Third-Party AI Models, including any Suggestions generated by such Third-Party AI Models (collectively, "Cursor Third-Party Components"), is provided by Anysphere. For Cursor Third-Party Components, references to "Anysphere" in the Agreement shall continue to refer to Anysphere, Inc. and shall not be deemed to refer to SpaceXSI. Customer's use of Cursor Third-Party Components remains subject to the Cursor Acceptable Use Policy (“Cursor AUP”), which incorporates the acceptable use policies of the applicable Third-Party AI Model providers. If the Cursor AUP conflicts with the AUP, the more restrictive provision applies. The DPA continues to apply to the processing of personal data in connection with Cursor Third-Party Components. Fees for Cursor Third-Party Components, including usage incurred with respect to any feature served by a Third-Party AI, Model, and any usage-based top-ups are invoiced and collected by Anysphere, subject to the payment collection arrangements described in Section 2.8. All other provisions of this Grok Addendum and the Agreement apply to Customer's use of the Cursor Third-Party Components as written. For the avoidance of doubt, SpaceXSI makes no representations or warranties and assumes no liability with respect to Cursor Third-Party Components; any claims arising from or related to Cursor Third-Party Components are solely between Customer and Anysphere. SpaceXSI will not use Third-Party AI Model technology or Output generated by a Third-Party AI Model, or Inputs submitted to a Third-Party AI Model, if prohibited by Anysphere’s agreement with that Model Provider.
2.8 Payment Collection. SpaceXSI and its Affiliates (including Anysphere) may appoint one another as payment collection agents. Customer authorizes any appointed Affiliate to charge Customer's approved payment method, process payments and refunds, and share payment information with SpaceXSI or Anysphere as applicable for those purposes. Payment to an appointed Affiliate satisfies Customer's corresponding payment obligation under the Agreement to the entity providing the applicable portion of the Service. The collecting Affiliate may be identified at checkout, on an invoice or receipt, or on Customer's payment statement.
a. Customer authorizes SpaceXSI to engage subprocessors for the SpaceXSI Services. Subprocessors engaged by SpaceXSI in connection with the SpaceXSI Services are listed at https://x.ai/legal/subprocessor-list. SpaceXSI remains responsible to Customer for the acts and omissions of its subprocessors to the same extent SpaceXSI would be responsible for its own acts and omissions under the DPA.
b. Changes to subprocessors for the Services are subject to the notice and objection procedures in Section 8 of the DPA and the applicable subprocessor listing.
4.1 All use restrictions set out in the Agreement and the restrictions in this Section 4 apply to the SpaceXSI Services. Customer must comply with the Acceptable Use Policy (“AUP”), and will ensure that its Authorized Users comply with the AUP. In addition to any other rights or remedies available under the Agreement, SpaceXSI may suspend or restrict Customer's access to the Services, in whole or in part, if
(a) Customer's or its Authorized Users' use of the SpaceXSI Services violates this Grok Addendum, or the applicable AUP;
(b) such use raises reasonable concerns regarding fraud, misuse, security, illegal activity, or unauthorized access; or
(c) suspension is necessary to protect the integrity or availability of the SpaceXSI Services or SpaceXSI's systems. SpaceXSI will use commercially reasonable efforts to provide Customer with prior notice and a reasonable opportunity to cure (not less than two (2) business days), except where immediate suspension is reasonably necessary to prevent harm, including an exigent security risk, illegal activity, imminent harm to systems or other customers, or repeated material violations. Suspension under this section does not relieve Customer of its payment obligations under the Agreement.
5.1 Customer may use the SpaceXSI Services to generate SpaceXSI Output based on Customer Data. Section 3(b) of the MSA (including the assignment, limitations, disclaimers, and Customer responsibilities set forth therein) applies to all SpaceXSI Output.
5.2 SpaceXSI Output may include voice, images, video, and other non-text content. Customer is solely responsible for obtaining any rights, releases, or consents required for its use of such content, including with respect to publicity, likeness, and personality rights.
6.1 The DPA applies to SpaceXSI's processing of Customer Data submitted to the Services, as confirmed in Section 2.2.
6.2 In addition to the rights granted under the Agreement, Customer grants SpaceXSI and its subprocessors (including Anysphere) a limited right to use Customer Data submitted to the Services as reasonably necessary to:
(a) enforce the AUP and this Grok Addendum;
(b) prevent abuse; and
(c) perform operations relating to safety, security, and compliance.
6.3 The no-training commitment in Section 3(c) of the MSA applies to SpaceXSI's use of Customer Data and SpaceXSI Output, subject to the following. Except when Customer elects to use SpaceXSI’s Zero Data Retention-enabled APIs (“ZDR-Enabled API” or “ZDR”), SpaceXSI may create and use, for any lawful purpose, de-identified and/or aggregated data derived from Customer’s use of the SpaceXSI Services that is anonymized using industry-standard techniques and neither contains nor reveals any Customer Data or Confidential Information (“De-Identified Data”). SpaceXSI will own all right, title, and interest in the De-Identified Data and any derivative works thereof. Notwithstanding the foregoing, even if Customer opts out of having Customer Data used for model training or opts into ZDR, SpaceXSI or its Affiliates may use Customer Data for safety and security purposes, including to improve safety, security, and moderation systems, when: (i) Customer or its Authorized Users provide feedback to SpaceXSI regarding any Customer Data or SpaceXSI Output; or (ii) Customer Data is flagged by SpaceXSI's automated systems for safety review, in order to improve SpaceXSI's ability to detect violative or harmful content, enforce this Grok Addendum and the AUP, for legal purposes, and advance safety initiatives and research. This safety and security use applies to Customer Data processed through any part of the Service. When Customer Data is used for safety, security, and evaluation purposes under this paragraph, SpaceXSI will de-identify it using industry-standard techniques except where re-identification is necessary to enforce this Grok Addendum, the AUP, or for legal purposes.
6.4 Customer must not intentionally submit, and will use reasonable efforts to prevent Authorized Users from submitting any Personal Data to the SpaceXSI Services except through SpaceXSI’s ZDR-Enabled API. Customer acknowledges and agrees that: (i) when using ZDR, only Customer will retain or have access to such Personal Data; (ii) as a result, SpaceXSI will lack the information necessary to fulfill many obligations typically imposed on a subprocessor under a data processing agreement; and (iii) Customer is solely responsible for ensuring that all Personal Data is processed exclusively through the ZDR-Enabled API. SpaceXSI shall have no responsibility or liability for any processing of Personal Data that occurs outside the ZDR-Enabled API. Customer’s failure to process Personal Data exclusively through the ZDR-Enabled API as required hereunder shall constitute a material breach of this Agreement. Customer further acknowledges and agrees that, when using SpaceXSI’s ZDR-Enabled API, SpaceXSI will not retain any User Content (including Personal Data) after processing is complete. This includes any data that may be needed to respond to requests from governmental authorities, auditors, data subjects, or for any other compliance or audit purpose. Customer is solely responsible for maintaining its own copies of any such User Content if retention is required.Unless Customer enables ZDR in the SpaceXSI Service, SpaceXSI Output will be deleted no later than thirty (30) days after the applicable session or interaction, except where longer retention is required by law or reasonably necessary for security, abuse prevention, or investigation of a suspected violation. Only the minimum data necessary will be retained and will be deleted when the reason for retention no longer applies. If Customer enables ZDR for the SpaceXSI Service, SpaceXSI Output will be deleted upon: (i) delivery of the response; but no later than (ii) one (1) hour after completion of the applicable inference request. No persistent copies will thereafter be retained, except as required by applicable law. Customer is solely responsible for maintaining its own copies of any Customer Data submitted to the SpaceXSI Services and SpaceXSI Output. Once Customer Data has been deleted (whether under standard retention or ZDR), that data cannot be recovered or produced by Anysphere or SpaceXSI for any purpose, including in response to legal process. Anysphere and SpaceXSI have no obligation or liability for loss, alteration, destruction, or recovery of Customer Data.
6.5 Even if Customer opts out of having Customer Data used for model training, Anysphere may still use Customer User Content for safety, security, or evaluation purposes, including to improve safety, security, and moderation systems when: (i) Customer provides Feedback to us regarding any User Content; or (ii) Customer’s User Content is flagged by us for safety or security review, in order to improve Anysphere’s ability to detect harmful or violative content, enforce Anysphere’s policies, and advance SpaceXSI’s safety initiatives and research. When User Content is used for safety, security, and evaluation purposes, it is disassociated from Customer and its Authorized User’s’ identities except where re-identification is necessary to enforce the Agreement, the Acceptable Use Policy, or legal reasons.
6.6 Security measures for SpaceXSI infrastructure are described at https://x.ai/security.
This Section modifies and replaces provisions in the MSA governing the subject matter covered in this Section.
7.1 Confidentiality. In accordance with the definitions, obligations and permissions pertaining to the non-disclosure, use and protection of Confidential Information as set out in the MSA, the Parties agree that:
(a) Anysphere Confidential Information includes Confidential Information of Anysphere Affiliates that Anysphere or any of its Affiliates may disclose to Customer; and
(b) Anysphere may disclose Customer Confidential Information to Anysphere Affiliates as necessary to provide services to Customer; provided that Anysphere shall remain responsible for ensuring compliance by its Affiliates with all obligations of non-disclosure and protection of Customer Confidential Information.
7.2 Governing Law, Forum Selection, Jurisdiction, and Venue. Notwithstanding any provisions of the MSA, any dispute or claim arising out of or relating to it or the Service (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to conflict-of-laws principles. The Parties irrevocably agree that the state and federal courts located in Wichita County, Texas shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or the Service, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. All Anysphere Affiliates shall be deemed express third-party beneficiaries of the provisions in this Section to the extent permitted by applicable law. Each Party acknowledges and agrees that any interpretation of this Agreement may not be construed against a Party by virtue of that Party having drafted the provisions.
7.3 Class Action and Jury Trial Waiver. IN ADDITION TO SECTION 13(D) OF THE MSA, EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE; AND (B) ANY RIGHT IT MAY HAVE TO COMMENCE, JOIN IN, OR PARTICIPATE IN (OR TO RECOVER DAMAGES OR OTHER RELIEF IN CONNECTION WITH) ANY PRIVATE ATTORNEY GENERAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE.
7.4 Assignment and Third-Party Beneficiaries. This Agreement is made solely for the benefit of the Parties and their respective permitted successors and assigns, provided, however, that all Affiliates shall be express third-party beneficiaries of this Agreement to the extent permitted by applicable law. Except as expressly provided herein, no other person or entity shall have any rights, benefits, or remedies under this Agreement. Section 14(f) of the MSA (Assignment) applies, except that: (a) either Party may also assign this Agreement without the other Party's consent to an Affiliate; (b) the restriction on assignment to a direct competitor of the non-assigning Party shall not apply; and (c) a permitted assignment without consent also includes any transfer of all or substantially all of such Party’s voting securities.
7.5 Survival. Sections 1 (Definitions), 4 (Acceptable Use), 5 (SpaceXSI Output), 6 (Data Handling), and this Section 7 (General), survive expiration or termination of this Grok Addendum or the Agreement.