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    June 12, 2026

    Introduction and Acceptance

    These Terms of Service (the "Terms") govern your access to and use of the services provided by WALT Labs, LLC ("WALT Labs," "we," "us," or "our"), including the Companion OS platform and the Cloud Companion product, our Google Cloud and Google Workspace resale and management services, and any web-hosting services we provide (together, the "Services"). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and "you" and "Customer" mean that organization.

    If you have a signed Master Service Agreement ("MSA") or Statement of Work ("SOW") with us, these Terms are incorporated and supplement the MSA and/or SOW and do not replace it, except as set out in the order of precedence in Section 2.

    Part I — General Terms (all customers)

    1. Definitions

    • "Companion OS" means the WALT Labs' proprietary platform through which our Companion products are delivered.
    • "Cloud Companion" means our cloud financial-operations, operations, and security product offered on a recurring subscription.
    • "Subscription" means a paid, recurring license right to access Cloud Companion under an order or online sign-up.
    • "Order" means an order form, online checkout, or SOW that references these Terms.
    • "Customer Content" means data and materials you provide or process through the Services.

    2. Structure of these Terms and order of precedence

    These Terms consist of three parts. Part I (General Terms) applies to all customers. Part II applies only to customers receiving web-hosting services. Part III applies only to customers with a Cloud Companion Subscription License. Where a product-specific part addresses a topic, it controls over the General Terms for that product.

    If there is a conflict among the contract governing your relationship with WALT Labs, the following order of precedence applies:

    (a) the Cloud Companion Subscription terms in Part III, for subscription-specific matters;

    (b) an executed Statement of Work (SOW);

    (c) the Service Level Agreement (SLA);

    (d) the Master Service Agreement (MSA); then

    (e) these Terms of Service (TOS) generally.

    3. Accounts, acceptance, and versioning

    You must provide accurate account information and keep your credentials secure. You are responsible for activity under your account. Failure to do so shall result in a material breach of the applicable governing contract as set forth above.

    Acceptance of these Terms is recorded against a specific version. When you create an account, activate a Subscription, or upgrade, we record your acceptance (including the version, the date and time, and the source IP address). When we publish a material change, we will ask you to accept the updated version before continuing use of the affected Services, as described in Section 10.

    4. Privacy and personal information

    We handle personal information in accordance with our Privacy Policy. For Cloud Companion, our processing of Customer Content is also governed by the Data Processing Addendum (DPA) referenced in Section 29. You are responsible for having the rights and consents needed for the data you provide to the Services. Except as required by applicable law, we assume no responsibility or liability for personal information you provide to us.

    5. Acceptable Use Policy

    You agree not to use the Services to do any of the following, and not to permit anyone else to:

    (a) violate any international, country, or local law, misappropriate or infringe any intellectual-property rights of any other party, or host or transmit illegal, harmful, or infringing content;

    (b) send spam or unsolicited bulk messages, consistent with our zero-tolerance spam policy;

    (c) evade rate limits, quotas, or usage caps, or otherwise place an undue burden on the Services or their APIs;

    (d) share, resell, or transfer credentials or access across organizations not entitled to the Subscription;

    (e) scrape, crawl, or harvest data from the Services except through interfaces we provide for that purpose;

    (f) reverse engineer, decompile, add to or modify, or attempt to derive source code or underlying models, except to the extent this restriction is prohibited by law;

    (g) use any AI or LLM features, except to invoke tools made available to the customer within the feature and to interact with their data for reasonable means as made available to them in our FinOps, CloudOps, and SecOps portal.

    (h) use any AI or LLM features to generate prohibited content, including content that is unlawful, abusive, deceptive, or that violates a third party's rights.

    Enforcement. For violations, we may, depending on severity, issue a warning, suspend access, or terminate the Services. We may suspend immediately without notice where, in our sole and absolute determination, a violation poses a security, legal, or operational risk.

    6. Customer Content and data

    You retain ownership of Customer Content. You grant us a limited license to host, process, and transmit Customer Content as needed to provide and support the Services. We may use aggregated and de-identified data to operate and improve the Services, provided it does not identify you or any individual.

    7. Fees, invoicing, and non-payment

    You agree to pay all fees stated in your Order. Unless an Order says otherwise, invoices are due within thirty (15) days of the invoice date, or as specifically stated on your active SoW or Order Form. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

    If an invoice is overdue more than thirty (30) days, we may suspend the affected Services after providing notice. For Cloud Companion, suspension is described in Section 26.

    8. Confidentiality

    Each party will protect the other's non-public information disclosed in connection with the Services, use it only to perform under these Terms, and not disclose it except to those who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully obtained from a third party.

    9. Intellectual property

    We and our licensors own the Services, Companion OS, Cloud Companion, and all related software, models, and documentation. Except for the limited rights expressly granted to use the Services, no rights are transferred to you. Feedback you provide may be used by us without restriction.

    10. Changes to these Terms

    We may update these Terms from time to time. We will post the updated version with a new effective date. For material changes, we will provide advance notice and, where required, request re-acceptance before the change applies to you. Your continued use of the Services after the effective date constitutes acceptance of any changes.

    11. Copyright and DMCA

    We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent at the address published on our legal page. We may remove content and terminate repeat infringers.

    12. Indemnification

    You will defend, indemnify and hold harmless WALT Labs against third-party claims arising from your Customer Content, your use of the Services in violation of these Terms, or your violation of any law or third-party rights, and pay resulting damages and reasonable legal costs.

    13. Disclaimer of warranties

    EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ANY AND ALL EXPRESSED OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AVAILABILITY COMMITMENTS, IF ANY, ARE ADDRESSED IN SECTION 27 AND THE SLA.

    14. Limitation of liability

    NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE. OUR TOTAL LIABILITY IS CAPPED AS FOLLOWS:

    (a) for claims arising from a Cloud Companion Subscription, the fees you paid for that Subscription during the twelve (12) months before the claim;

    (b) for claims arising from managed-services or hosting work, the fees you paid for the specific work during the six (6) months before the claim.

    These limits do not apply to your payment obligations, your indemnification obligations, or liability that cannot be limited by law.

    15. Term and termination

    These Terms apply while you use the Services. Either party may terminate these Terms or the governing contract for the other's material breach that remains uncured for more than 30 days after written notice. Subscription terms, renewal, and cancellation are governed by Part III of these Terms. Upon termination, your right to use the Services ends and you remain responsible for any amounts accrued and owed to us before termination.

    16. Governing law and forum

    These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The exclusive venue for disputes is the state and federal courts located in Harris County, Texas, and each party consents to this jurisdiction and venue.

    17. General provisions

    These Terms, together with any Order, MSA, SOW, SLA, and referenced policies, constitute the entire agreement on their subject matter. If a provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent, except to a successor in a sale of substantially all of your assets. Notices must be in writing and sent to the contact addresses on file. Any failure by us to enforce a provision of these Terms shall not be considered a waiver.

    Cloud Companion Subscription

    This Part applies only if you have a Cloud Companion Subscription. It controls over the General Terms for subscription-specific matters.

    18. The subscription and fees

    The Cloud Companion subscription fee is a separate, recurring fee for access to the Cloud Companion platform. It is distinct from, and additional to, Google Cloud and Google Workspace resale charges, managed-services fees under any SOW, and out-of-pocket reimbursements. The fee applies whether or not you also have an active SOW. Subscription fees will be stated on your Cloud Companion order form.

    19. Term and auto-renewal

    Your Subscription begins on the start date in your Order and continues for the initial term stated there (monthly or annual). It then renews automatically for successive terms of the same length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term for monthly Subscriptions, or sixty (60) days before the end for annual Subscriptions.

    20. Billing, proration, and price changes

    Fees are billed in advance on the cadence stated in your Order (monthly or annual). Mid-term upgrades are prorated for the remainder of the current term; downgrades take effect at the next renewal. We may change subscription pricing by providing ninety (90) days' prior written notice, effective at your next renewal after the notice period.

    21. Taxes

    Fees are exclusive of any taxes. You are responsible for all sales, use, value-added (VAT), goods-and-services (GST), and similar taxes, excluding taxes on WALT Labs' net income. Where we are required to collect such taxes, they will appear on your invoice.

    22. Refunds

    Subscription fees are non-refundable, including for partial terms and for periods after cancellation. The only exception is a pro-rata refund of prepaid, unused fees where you terminate for our uncured material breach under Section 15.

    23. Suspension of platform access

    If subscription fees are overdue, or if you violate the Acceptable Use Policy, we may suspend your access to the Cloud Companion platform — including login, API access, and scheduled jobs — after reasonable notice, except where immediate suspension is needed to address a security, legal, or operational risk. Suspension does not relieve you of fees accrued before or during the suspension.

    24. Service availability

    Cloud Companion is currently provided without a committed availability percentage. The SLA covers support-response times for managed-services packages and does not set a Cloud Companion uptime commitment.

    25. Beta and preview features

    Features identified as "Beta," "Preview," or similar in the product are provided AS IS with all faults and, without any service-level or implied or expressed warranty, and may be changed or discontinued at any point by us without notice. A failure or withdrawal of a Beta feature is not a breach of these Terms.

    26. Data processing and sub-processors

    Our processing of Customer Content through Cloud Companion — which may include cloud billing data, configuration data, and security findings — is governed by the Data Processing Addendum (DPA) on our legal page. The DPA lists the sub-processors we use. We will give at least thirty (30) days' notice before adding a new sub-processor, during which you may object on reasonable data-protection grounds.

    27. Cancellation

    You may cancel your Subscription through the cancellation option in your account settings or by written notice to support@waltlabs.io, in either case, the effective day will be the end of the current term and subject to the non-renewal notice periods in Section 22. We will stop generating renewal invoices for a Subscription cancelled in accordance with this section.

    28. Order of precedence (Cloud Companion)

    For subscription-specific matters, this Part III controls the General Terms, the SOW, the SLA, and the MSA, in the order set out in Section 2.