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Last updated
May 26, 2026
This Agreement (hereinafter – "MSA") together with any current of future statement of work for one or several of our Services (hereinafter – "SoW") constitute WALTLabs.io, LLC Services Agreement.
This Agreement is by and between WALTLabs.io, LLC a Texas Limited Liability Company ("Company") with its principal office located at 20008 Champion Forest Drive, Suite 103, Spring, Texas 77379. The organization agreeing to MSA by signing SoW for our services, making a payment for Services or starting to use the Services in any way and whose requisites are indicated in the SoW, invoices or otherwise provided to us before starting to use the Services (hereinafter – "Client"). This Agreement governs access to and use of the Services. Company and Client may be referred to in this Master Services Agreement individually as a "Party" and collectively as the "Parties."
In consideration of the mutual obligations contained in this Agreement, the Parties hereto agree for themselves, their successors and permitted assigns as follows:
Subject to the terms of this Agreement, Company shall perform the services or provide the goods (the "Services") that are mutually agreed upon and described in one or more statements of work to this Agreement (each, a "Statement of Work or SOW"), each of which shall be in form and substance satisfactory to both Company and Client. Each Statement of Work shall be effective, incorporated into and form a part of this Agreement when duly executed by an authorized representative of each of the Parties.
If there is a conflict between this Agreement and any Statement of Work, the terms of the Statement of Work shall govern the provision of the Services involved. In the event of a conflict between the terms of this Agreement, any SOW or the Service Level Agreement ("SLA") which can be found on the Company's website at waltlabs.io/service-level-agreement, collective ("Contract Documents"), the order of interpretation shall be the SOW, SLA and this Agreement.
Company is relying on the information and directions specifically as are set out in any Contract Document and other information provided by the Client ("Assumptions") to provide the Services on the terms set out in this Agreement. Company may make any and all Assumptions it may deem necessary. During the course of completing the Services, Company may analyze the Client's information technology environment and compare those findings with the Assumptions to determine whether material discrepancies exist.
In the event of a material discrepancy, the Parties shall meet to negotiate equitable changes to any affected Contract Document. Prior to agreeing to any such changes, Company (i) retains the right to suspend the Services, (ii) carry out such Services as is reasonable considering the discrepancies or (iii) increase the charges to cover any increased costs.
Client acknowledges and agrees that, regardless of whether Company has access to Client's cloud usage levels during the term of this Agreement, Company shall not be responsible for any increase in Client's cloud usage levels, including any increase in cost to the Client. The Client owns and controls its Cloud environment and has sole control over any cost additions and to monitor its usage.
Client is solely responsible for providing and immediately alerting Company of any cloud usage issues or associated billing issues relating to any Services being provided by Company under this Agreement.
In the event Company is unable to commence the provision of all or any part of the Services by any milestone specified in a Contract Document and Company's failure is due to any delay or default attributable to the Client, then the Client shall indemnify, defend and hold harmless Company and its representatives from and against any and all claims, actions, causes of action, judgments, losses, costs and legal fees, arising out of, or in connection with, any such delay or default.
Client shall pay to Company the fixed fees and/or time and materials charges applicable for the Services, in each case as specified in the Statement of Work applicable for such Services. Client also agrees to reimburse Company for all pre-approved reasonable out-of-pocket costs and expenses actually incurred by Company arising in connection with performing the Services.
Unless other payment terms are specified in a Statement of Work, all undisputed invoices shall be payable within thirty (30) days of receipt by Client.
For invoices not paid in accordance with the terms of payment, Company reserves the right to charge Client an interest charge of one and a half percent (1.5%) per month applied against all undisputed, overdue amounts, or the maximum rate permitted by law, whichever is less.
In the event Client fails to timely pay all amounts due to Company, Company shall be entitled to: (i) suspend or terminate the Services until such payment is made; (ii) elect not to accept additional Services from the Client; and/or (iii) pursue collection of all amounts due, including reasonable legal fees and collection costs.
This Agreement shall commence as of the Effective Date and shall remain in full force and effect thereafter unless and until terminated as provided hereunder (the "Term").
Either Party may terminate this Agreement (including all Statements of Work hereunder):
Upon termination of this Agreement:
The Deliverables authored, prepared, created and developed by Company or its subcontractors pursuant to such Statement of Work shall be work made for hire and the sole and exclusive property of Client, and Company shall assign to Client all rights, title and interest in and to such Deliverables.
Company acknowledges and agrees that Client retains all right, title and interest in and to all data, content and information collected by Company from Client's employees, contractors and other personnel in connection with conducting the Services ("Client Content").
"Confidential Information" means all non-public information concerning a Party's business disclosed by such Party (whether in written, oral or electronic form) to the other Party, including without limitation, business, technical and financial information, product and service information, marketing and business plans, customer and competitor information, prospective customer information, supplier information, software source code, and know-how, trade secrets and other intellectual property.
Confidential Information shall exclude information that:
Each Party receiving ("Receiving Party") Confidential Information of the other Party ("Disclosing Party") shall:
The Receiving Party may disclose the Disclosing Party's Confidential Information:
The restrictions and requirements set forth in this section will survive the expiration or termination of this Agreement and will apply to each item of Confidential Information unless and until the item of information no longer qualifies as Confidential Information.
Each Party represents and warrants to the other that:
Company represents and warrants that the Services shall be performed in a commercially reasonable manner, in accordance with the applicable SOW. If there is a breach of this warranty, Client's remedy shall be limited to reperformance of the Services at no additional cost to Client. All claims must be made in writing within ninety (90) days.
Client represents and warrants the ownership and integrity of any information and data provided to Company under this Agreement. Unless otherwise provided in the applicable SOW, Client is solely responsible for the backup of its data and the creation and preservation of any and all records and information necessary for the conduct of its business operations.
EXCEPT AS PROVIDED IN SECTION 6, COMPANY DOES NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE WORK AND/OR THE GOODS AND SERVICES PROVIDED BY COMPANY TO THE CLIENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
COMPANY MAKES NO REPRESENTATION THAT CLIENT'S CLOUD USAGE RATE, OR ASSOCIATED COSTS, SHALL NOT INCREASE WHILE COMPANY IS PERFORMING SERVICES UNDER THIS AGREEMENT.
Company shall defend, indemnify and hold harmless the Client and its officers, shareholders, managers, employees, agents, contractors, affiliates, subsidiaries, successors and assigns from any third loss, damage or expense (including reasonable attorneys' fees) in connection with:
In the event that a Deliverable becomes or is likely to become the subject of any injunction preventing its use, Company may, at Company's sole option:
Client shall defend, indemnify and hold harmless the Company and its officers, shareholders, managers, employees, agents, contractors, affiliates, subsidiaries, successors and assigns from any third loss, damage or expense in connection with:
In no event shall Company have any liability to Client or any third party with respect to any unauthorized access and use of information or data by third parties due to Client's action or inaction. Client shall indemnify, defend, and completely hold harmless Waltlabs and its officers, owners, managers, employees, agents, contractors, affiliates, subsidiaries, successors, and assigns from any third-party loss or expense (including reasonable attorneys' fees or costs) in connection with any third-party unauthorized access or use.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
COMPANY'S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY WORK PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SPECIFIC WORK GIVING RISE TO SUCH CLAIM DURING THE PRIOR SIX (6) MONTH PERIOD.
The relationship between Company and Client under this Agreement is wholly independent, and Company is an independent contractor of Client. Nothing herein contained shall create or be deemed to create any agency, employment, partnership, franchise, joint venture or other relationship between the Parties hereto.
All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means:
If to Company:
WALTLabs.io
20008 Champion Forest Dr Ste 103
Spring, TX 77379
This Agreement and its interpretation shall be governed by and construed in accordance with the laws of Texas, without regard to its conflict of law provisions. Each of the Parties hereto consents to the sole and exclusive jurisdiction of any state or federal court located within Harris County, Texas.
Any obligation (other than the obligation to pay money) of either Party hereto shall be excused to the extent and for the period of time necessitated by the occurrence of an act of God, act of governmental entity or military authority, explosion, epidemic casualty, fire, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or third Party services, failure of third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other event that is beyond the reasonable control of the Party asserting such event (each such event, a "Force Majeure Event").
Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by both Parties.
Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, which consent will not be unreasonably conditioned, delayed or withheld; provided, however, either Party may assign or delegate any of its rights or obligations in the event of a merger, acquisition, divestiture or other change of control.
If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this agreement will continue in full force and effect.
This Agreement and all SOW which reference this Agreement constitute the complete agreement between the Parties and supersede all previous agreements or representations, written or oral, between the Parties.
This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Delivery of an executed counterpart via DocuSign or in electronic format (e.g., "pdf" or "tif" file format) shall be effective as delivery of a manually executed counterpart of this Agreement.
The title and risk of loss to the goods and/or services supplied by Company pursuant to the terms of this Agreement shall pass to the Client upon delivery and acceptance by Client at the Client's location specified in the first paragraph of this Agreement unless another location is specified in Statement of Work.