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Enterprise Master Services Agreement

Version date: August 13, 2026

This Enterprise Master Services Agreement (the "MSA") is between Valkyr Labs Inc., a Delaware corporation with offices at 195 Tamal Vista Blvd #201, Corte Madera, California 94925 ("Valkyr"), and the customer identified in an Order Form that references this MSA ("Customer"). This MSA becomes effective on the effective date of the first Order Form signed by both parties ("Effective Date"). Each party may be referred to as a "Party" and together as the "Parties."

This public MSA is Valkyr's standard enterprise form. It does not bind either party until an authorized representative of each party signs an Order Form or other agreement expressly incorporating it.

1. Contract structure and precedence​

1.1 Agreement components​

The "Agreement" consists of this MSA and each mutually executed order form ("Order Form"), statement of work ("SOW"), Data Processing Agreement ("DPA"), and product, source-code, support, security, or marketplace addendum that expressly incorporates this MSA. The Acceptable Use Policy ("AUP") applies to use of hosted Services.

1.2 Order of precedence​

An amendment signed by both Parties controls over all other Agreement documents. In a conflict, the following order applies: (a) the applicable Order Form; (b) the applicable SOW, but only for the Professional Services it covers; (c) the DPA, but only for Processing of Customer Personal Data; (d) an applicable source-code, marketplace, security, support, or product addendum, but only for its subject; (e) this MSA; and (f) the AUP and Documentation. A lower-ranking document does not modify a higher-ranking document unless it identifies the provision being changed and expressly states the Parties' intent to override it. A purchase order is administrative only and its additional or inconsistent terms are void.

1.3 Excluded online terms​

The public Terms of Service and EULA do not apply to Customer's enterprise use under this Agreement. A click-through term presented to an Authorized User will not amend this Agreement.

2. Definitions​

  • "Affiliate" means an entity controlling, controlled by, or under common control with a Party, where control means ownership of more than 50% of voting interests or the power to direct management.
  • "Authorized User" means an employee, contractor, agent, or other individual Customer authorizes to use the Services for Customer's benefit.
  • "Customer Data" means electronic data, content, prompts, files, records, credentials, memory, and other information submitted to or collected by the Services for Customer, excluding Usage Data.
  • "Customer Materials" means Customer Data and specifications, schemas, code, models, business rules, designs, trademarks, and other materials supplied by or for Customer.
  • "Documentation" means Valkyr's then-current user and technical documentation for the Services.
  • "Generated Deliverable" means customer-specific source code, object code, configuration, workflow, schema, documentation, or other artifact expressly identified as a deliverable in an Order Form or SOW or made available by the Services for Customer to export and deploy independently. Generated Deliverables exclude Valkyr Technology and Third-Party Materials.
  • "Model Provider" means a third party that supplies an artificial-intelligence or machine-learning model used with the Services.
  • "Output" means content or a result produced by an AI-enabled feature from Customer Materials. An Output may be a Generated Deliverable if it satisfies that definition.
  • "Professional Services" means implementation, configuration, development, migration, training, or consulting services described in an SOW.
  • "Services" means the hosted, downloadable, or privately deployed products identified in an Order Form, which may include ThorAPI, ValkyrAI, GrayMatter, ValorIDE, agentic workflows, integrations, APIs, and marketplace functionality.
  • "Third-Party Materials" means software, models, data, content, connectors, MCP servers, libraries, or services owned or provided by a third party, including open-source components.
  • "Usage Data" means technical telemetry and aggregated statistics about operation and use of the Services that do not identify Customer, an Authorized User, or any individual and cannot reasonably be linked to Customer.
  • "Valkyr Technology" means the Services, Documentation, Valkyr's models, generators, frameworks, templates, runtime components, libraries, APIs, methods, algorithms, tools, interfaces, designs, know-how, and all modifications and improvements to them, excluding Customer Materials and Customer-owned Generated Deliverables.

3. Services and access​

3.1 Provision of Services​

Subject to the Agreement and payment of applicable fees, Valkyr will provide the Services during the applicable subscription term. Valkyr grants Customer a non-exclusive, non-transferable (except under Section 16.2) right for Authorized Users to access and use hosted Services for Customer's internal business purposes and to exercise any deployment, distribution, or commercialization rights expressly granted for Generated Deliverables.

3.2 Affiliates and contractors​

Customer Affiliates may use the Services only if identified in an Order Form or permitted by the applicable usage scope. Customer is responsible for its Authorized Users and for any contractor's compliance with the Agreement. An Affiliate may sign its own Order Form, in which case it and Valkyr are the contracting parties for that Order Form and no other entity is jointly liable.

3.3 Accounts​

Customer will provide accurate account information, protect credentials and API keys, apply least-privilege access, and promptly notify Valkyr of suspected unauthorized access. Customer is responsible for activity under its accounts except to the extent caused by Valkyr's breach of the Agreement.

3.4 Changes​

Valkyr may improve the Services during a subscription term but will not materially reduce the core functionality, security, or support commitment of a paid Service during that term. Valkyr may discontinue a material Service on at least 90 days' notice and will provide a pro rata refund of prepaid fees for the discontinued portion if no substantially equivalent replacement is offered.

4. Customer responsibilities and restrictions​

4.1 Customer responsibilities​

Customer is responsible for: (a) Customer Materials and instructions; (b) configuring permissions, integrations, approval policies, retention, and deployment environments; (c) obtaining required rights, notices, and consents; (d) testing and validating Outputs and Generated Deliverables before production use; and (e) complying with law and the AUP.

4.2 Restrictions​

Except to the extent a restriction is prohibited by law or expressly permitted in an Order Form, Customer will not: (a) sell, sublicense, or provide the Services as a service bureau; (b) reverse engineer or seek source code or nonpublic underlying structure of Valkyr Technology; (c) bypass access, usage, security, or rate controls; (d) use nonpublic Valkyr Technology or Confidential Information to reproduce the Services; (e) systematically extract nonpublic Service behavior, metadata, or Outputs to train or improve a model or service that substitutes for a material Service capability; (f) remove proprietary notices; (g) conduct or publish benchmark or security-test results that identify Valkyr without first giving Valkyr a reasonable opportunity to review the methodology and remediate a reported vulnerability; or (h) use the Services in violation of the AUP. This Section does not prohibit Customer from developing a competing product using Customer's independent technology, Customer Materials, or Customer-owned Generated Deliverables without misuse of Valkyr Technology or Confidential Information.

5. Customer Data, privacy, and security​

5.1 Customer Data​

As between the Parties, Customer owns Customer Data. Customer grants Valkyr a non-exclusive, worldwide, limited-term license to host, copy, transmit, display, modify, and otherwise process Customer Data only to provide, secure, support, and comply with law regarding the Services and as otherwise documented in the Agreement.

5.2 No training by default​

Valkyr will not use Customer Data, Customer Materials, Outputs, or Generated Deliverables to train generalized models or improve services for other customers unless Customer expressly opts in through a signed Content Sharing Agreement or an authorized administrator setting that clearly describes that use. Service operation, abuse prevention, customer-directed fine-tuning, and generation of Usage Data are not generalized-model training.

5.3 DPA and security​

The DPA applies when Valkyr Processes Customer Personal Data as a processor or service provider. Valkyr will maintain reasonable administrative, technical, and physical safeguards described in the DPA or an applicable Security Exhibit. Customer acknowledges that private or customer-managed deployments divide security responsibilities as described in the Order Form.

5.4 Usage Data​

Valkyr may create and use Usage Data to operate, secure, support, and improve its products and business, provided Valkyr does not disclose Usage Data in a manner that identifies Customer or any individual except as required by law.

6. AI, models, agents, and integrations​

6.1 AI limitations​

AI features are probabilistic. Outputs may be inaccurate, incomplete, biased, insecure, infringing, or non-unique. Customer will apply qualified human review and appropriate testing before relying on an Output for production, safety-critical, legal, employment, credit, housing, insurance, healthcare, financial, or other consequential use. The Services do not provide legal, medical, accounting, or investment advice.

6.2 Agent authorization​

Customer authorizes configured agents and workflows to access Customer-selected systems and take actions within the credentials, scopes, policies, and approval gates Customer enables. Customer is responsible for defining authorized objectives, permissions, human approvals, spending or transaction limits, and rollback or incident procedures. Valkyr is responsible for causing hosted agents to honor documented technical controls configured by Customer. Neither a suggestion nor an AI-generated plan expands an agent's authorization.

6.3 High-impact and unlawful use​

Customer will not use the Services to make a decision producing legal or similarly significant effects about a person without legally required notice, review, testing, documentation, and human oversight. Prohibited uses are further described in the AUP.

6.4 Integrations and Model Providers​

Customer may enable Third-Party Materials. If Customer supplies its own account or key, Customer directs Valkyr to transmit relevant Customer Data to that provider and the provider's terms govern its service. If Valkyr supplies the provider account, the provider is a subprocessor where applicable and the DPA governs. Valkyr is not responsible for third-party changes, suspension, output, or availability outside Valkyr's reasonable control, but Valkyr remains responsible for its obligations regarding approved subprocessors.

7. Intellectual property​

7.1 Customer Materials​

Customer and its licensors retain all right, title, and interest in Customer Materials. Customer represents that it has sufficient rights to provide Customer Materials and direct their use under the Agreement.

7.2 Generated Deliverables​

As between the Parties and subject to payment of applicable fees, Customer owns all right, title, and interest in Generated Deliverables created specifically for Customer. To the extent Valkyr acquires any such rights, Valkyr hereby assigns them to Customer upon creation and agrees to execute reasonable confirmatory documents at Customer's expense. This assignment does not transfer Valkyr Technology or Third-Party Materials.

7.3 Embedded Valkyr Technology​

If Valkyr Technology is incorporated into or required to use a Generated Deliverable, Valkyr retains ownership of that Valkyr Technology and grants Customer a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, display, perform, host, and create derivative works of that embedded Valkyr Technology solely as part of or to develop, operate, support, distribute, or commercialize the Generated Deliverable. An Order Form may identify separately licensed runtime components, seat limits, or support rights.

7.4 Outputs and non-uniqueness​

As between the Parties and to the extent permitted by law, Customer owns Outputs generated for Customer, subject to Sections 7.3 and 7.5. Valkyr assigns any rights it may have in those Outputs to Customer. Similar or identical output may be generated for others; ownership does not give Customer rights in another customer's materials or outputs.

7.5 Third-Party Materials​

Third-Party Materials are governed by their applicable terms. Valkyr will identify material Third-Party Materials and applicable license notices when reasonably practicable. Nothing in the Agreement limits rights granted under an open-source license.

7.6 Valkyr Technology and feedback​

Valkyr and its licensors retain all rights in Valkyr Technology. Customer may provide feedback voluntarily. Valkyr may use feedback without restriction or payment, but may not identify Customer as its source or disclose Customer Confidential Information. Valkyr may use general skills and know-how retained in unaided memory, provided it does not use Customer Materials, Customer-owned Generated Deliverables, or Customer Confidential Information.

8. Professional Services​

Each SOW will describe scope, deliverables, assumptions, dependencies, fees, acceptance criteria, and change control. Unless an SOW states otherwise, a deliverable is accepted when Customer uses it in production or does not provide a reasonably detailed rejection notice identifying unmet acceptance criteria within 10 business days after delivery. Valkyr will correct a valid nonconformity and resubmit the deliverable. Customer-caused delay may adjust the schedule and fees through change control.

9. Fees, credits, taxes, and renewal​

9.1 Fees and payment​

Customer will pay fees in the Order Form. Unless stated otherwise, invoices are due 30 days from receipt, fees are in U.S. dollars, and payment obligations are non-cancelable and nonrefundable except as expressly stated in the Agreement. Customer may withhold a disputed amount if it gives good-faith written notice before the due date and timely pays undisputed amounts.

9.2 Usage and credits​

Usage-based charges are measured as described in the Order Form or Documentation. Credits are a contractual unit for consuming eligible Services, not money, stored value, a deposit, or property; they are non-transferable, have no cash value, and expire only as disclosed at purchase or in the Order Form. Valkyr will not retroactively reduce purchased credits. Overage rates, hard limits, auto-recharge, and any credit expiration must be stated before purchase. Customer is responsible for usage generated through its accounts, subject to reasonable correction for demonstrable metering error or unauthorized use caused by Valkyr.

9.3 Taxes​

Fees exclude taxes. Customer will pay applicable sales, use, value-added, and similar transaction taxes, excluding taxes on Valkyr's net income. If withholding is legally required, Customer will provide documentation and cooperate to reduce it where lawful.

9.4 Renewal​

Each Order Form states its term and renewal mechanics. Unless an Order Form states otherwise, it renews for successive one-year periods unless either Party gives at least 30 days' written notice before the current term ends. Renewal pricing may increase only on at least 60 days' notice and will not change during a committed term.

10. Confidentiality​

10.1 Definition and duties​

"Confidential Information" means nonpublic information disclosed by a Party that is marked confidential or reasonably should be understood as confidential, including Customer Materials, security information, source code, product plans, pricing, and the Agreement. The receiving Party will: (a) use it only to perform or exercise rights under the Agreement; (b) protect it with at least reasonable care; and (c) disclose it only to personnel, Affiliates, professional advisers, and subcontractors who need to know it and are bound by confidentiality duties at least as protective.

10.2 Exclusions and compelled disclosure​

Confidential Information excludes information the receiving Party can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from another source without restriction; or (d) is independently developed without use of the discloser's Confidential Information. A receiving Party compelled to disclose will, if legally permitted, give prompt notice and reasonable assistance and disclose only what is legally required.

10.3 Equitable relief​

Unauthorized use or disclosure may cause irreparable harm for which damages are inadequate. A Party may seek appropriate equitable relief without waiving other remedies.

11. Warranties​

11.1 Mutual warranties​

Each Party warrants that it has authority to enter the Agreement. Valkyr warrants that during a paid subscription term: (a) hosted Services will perform in all material respects according to Documentation; (b) Professional Services will be performed professionally and competently; and (c) Valkyr will not materially diminish its security safeguards. Customer's exclusive remedy for breach is for Valkyr to reperform or correct the affected Service or Professional Service and, if Valkyr cannot do so within a reasonable time, Customer may terminate the affected Order Form or SOW and receive a pro rata refund of prepaid unused fees.

11.2 Disclaimers​

Except for the express warranties in the Agreement, and to the maximum extent permitted by law, the Services, Outputs, Generated Deliverables, and Third-Party Materials are provided "as is" and "as available." Valkyr disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing or usage of trade. Valkyr does not warrant uninterrupted or error-free operation, that an Output is accurate or unique, or that an Output or Generated Deliverable will be lawful or suitable for Customer's particular deployment without Customer review and testing. These disclaimers do not limit an express indemnity.

12. Indemnification​

12.1 Valkyr IP indemnity​

Valkyr will defend Customer against a third-party claim that Customer's authorized use of the paid Services or Valkyr Technology infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement. Valkyr may: (a) obtain continued use rights; (b) modify or replace the affected item without materially reducing functionality; or (c) terminate the affected item and refund prepaid unused fees if neither option is commercially reasonable.

Valkyr has no obligation for claims caused by Customer Materials, Third-Party Materials, an Output or Generated Deliverable except to the extent expressly covered in an Order Form, Customer modifications, combination with items not supplied or required by Valkyr, use contrary to the Agreement or Documentation, or continued use after Valkyr offers a noninfringing replacement.

12.2 Customer indemnity​

Customer will defend Valkyr against a third-party claim arising from: (a) Customer Materials or Customer's instructions infringing, misappropriating, or violating another's rights; or (b) Customer's use of the Services in material violation of the AUP or law, and will pay damages and costs finally awarded or agreed in settlement. Customer has no obligation to the extent a claim is caused by Valkyr's breach of the Agreement.

12.3 Process​

The indemnified Party must promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party's expense, and give it control of the defense and settlement. Delay relieves obligations only to the extent materially prejudicial. No settlement may admit fault by or impose nonmonetary obligations on the indemnified Party without its consent, not to be unreasonably withheld.

13. Limitation of liability​

13.1 Excluded damages​

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or business interruption, even if advised of their possibility. This exclusion does not apply to amounts payable to a third party under a covered indemnity, Customer's payment obligations, or a Party's infringement or misappropriation of the other Party's intellectual property rights.

13.2 General cap​

Except as provided in Section 13.3, each Party's aggregate liability arising out of or relating to the Agreement will not exceed fees paid or payable by Customer under the affected Order Forms during the 12 months before the first event giving rise to liability.

13.3 Supercap and exclusions​

Each Party's aggregate liability for breach of confidentiality, its indemnification obligations, or breach of the DPA or security obligations will not exceed two times the general cap. The caps do not limit Customer's payment obligations or liability that cannot lawfully be limited, or liability for fraud, willful misconduct, or a Party's infringement or misappropriation of the other Party's intellectual property rights.

13.4 Allocation​

The limitations apply regardless of legal theory and are an essential allocation of risk. Multiple claims do not enlarge a cap. A limit applies only to the extent permitted by applicable law.

14. Suspension, term, termination, and data return​

14.1 Suspension​

Valkyr may suspend affected access to prevent a material security threat, unlawful activity, harm to the Services or others, violation of the AUP, or undisputed fees more than 15 days overdue. When reasonably practicable, Valkyr will give notice and an opportunity to cure before suspension. Valkyr will limit suspension in scope and duration, continue working in good faith to resolve the cause, and restore access promptly after it is resolved. Valkyr will not suspend for a good-faith billing dispute under Section 9.1.

14.2 Termination​

Either Party may terminate an affected Order Form or the Agreement for material breach not cured within 30 days after written notice, except a breach incapable of cure may be terminated immediately. Either Party may terminate if the other enters insolvency proceedings not dismissed within 60 days. Termination of the Agreement terminates active Order Forms unless the Parties agree otherwise.

14.3 Effect and export​

On expiration or termination, Customer's access ends except that, unless prohibited by law or required to address a security incident, Customer may export Customer Data and exportable Generated Deliverables for 30 days at no additional charge using then-available export functionality. Valkyr will not condition access to Customer-owned Generated Deliverables on renewal after applicable fees are paid.

14.4 Deletion​

After the export period, Valkyr will delete Customer Data from active systems within 30 days and from backups within 90 additional days, unless law requires retention. Retained data remains protected and isolated and will not be used for another purpose. Customer-managed deployments and copies held by Customer are Customer's responsibility. Sections that by nature should survive will survive, including accrued payment, ownership, confidentiality, disclaimers, indemnities, liability limits, and general terms.

15. Compliance​

Each Party will comply with laws applicable to its own performance. Customer will not access or use the Services in violation of U.S. export controls or sanctions and represents it is not a prohibited party or located in a comprehensively sanctioned territory. Customer is responsible for industry-specific compliance and will not submit protected health information unless the Parties sign a business associate agreement or other required addendum.

16. General​

16.1 Notices​

Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation to the addresses in the applicable Order Form, with a copy to Valkyr at legal@valkyrlabs.com. Notices are effective on receipt. Routine operational notices may be sent through the Services or email.

16.2 Assignment​

Neither Party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except to an Affiliate or in connection with a merger, reorganization, or sale of substantially all assets or voting securities, provided the assignee is not a direct competitor of the nonassigning Party and assumes the Agreement. An invalid assignment is void.

16.3 Publicity​

Neither Party may use the other's name, marks, or logo in publicity without prior written consent. Valkyr may identify Customer as a customer only if an Order Form expressly permits it.

16.4 Independent contractors; no third-party beneficiaries​

The Parties are independent contractors. The Agreement creates no partnership, franchise, fiduciary, employment, or agency relationship and has no third-party beneficiaries except as expressly stated in the DPA.

16.5 Force majeure​

Neither Party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The affected Party will use reasonable efforts to mitigate and resume performance. If a material force-majeure event continues for more than 60 days, either Party may terminate the affected Order Form and Customer will receive a pro rata refund of prepaid unused fees.

16.6 Governing law and venue​

California law governs without regard to conflicts rules. The state and federal courts in San Francisco County, California have exclusive jurisdiction, and each Party consents to venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Either Party may seek injunctive relief in any court of competent jurisdiction.

16.7 Miscellaneous​

The Agreement is the entire agreement on its subject and supersedes prior proposals and understandings. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. Headings are for convenience. "Including" means "including without limitation." Electronic signatures and counterparts are effective. Neither Party drafted the Agreement for purposes of construing ambiguities against a drafter.