Terms of Service
Effective date: August 13, 2026
These Terms of Service ("Terms") are an agreement between Valkyr Labs Inc. ("Valkyr," "we," "us") and the person or entity accepting them ("Customer," "you") and govern self-service use of Valkyr's websites, hosted services, APIs, developer tools, AI systems, agents, integrations, GrayMatter memory, marketplace, and related products ("Services").
If you use the Services for an organization, you represent that you can bind it. If you have an Order Form or other signed agreement with Valkyr, that agreement governs and these Terms do not apply to the covered Services. The Enterprise MSA is available for negotiated enterprise use. The Acceptable Use Policy, Privacy Policy, and applicable product or marketplace terms are incorporated here.
1. Eligibility and accounts
You must be at least 18 and legally capable of contracting. You will provide accurate information, protect credentials and API keys, use least privilege, and promptly notify us of suspected unauthorized access. You are responsible for Authorized Users and account activity except to the extent caused by our breach. You may not share an individual seat unless the plan permits it.
2. License and restrictions
During a paid or authorized term, Valkyr grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for internal business or personal purposes. Downloadable software is also subject to the EULA.
You may not sell or provide the Services as a service bureau; reverse engineer nonpublic Valkyr Technology except where law prohibits the restriction; bypass security, access, metering, or rate controls; remove notices; use nonpublic Service behavior or Confidential Information to reproduce the Services; systematically extract nonpublic outputs to train a substitute service; or violate the AUP. This does not prohibit lawful competition built independently without misuse of Valkyr Technology or Confidential Information.
3. Customer content, privacy, and training
You retain ownership of data, prompts, files, code, schemas, credentials, memory, and other content you submit ("Customer Content"). You grant Valkyr a limited license to process Customer Content to provide, secure, support, and comply with law regarding the Services. You represent that you have the rights, notices, and consents required for that processing.
Valkyr will not use Customer Content or customer Outputs to train generalized models or improve services for other customers unless you separately and expressly opt in under the Content Sharing Agreement. We may use deidentified, aggregated technical usage statistics that cannot reasonably identify you or another person. Our Privacy Policy explains our processing when we act as a controller; the DPA is available for qualifying business customers where we act as processor or service provider.
4. Outputs, Generated Deliverables, and ownership
"Output" means a result produced by an AI feature from your input. "Generated Deliverable" means customer-specific code, configuration, workflow, schema, documentation, or another exportable artifact generated for you, excluding Valkyr Technology and third-party materials.
As between you and Valkyr and to the extent permitted by law, you own Customer Content, Outputs, and Generated Deliverables after paying applicable fees. Valkyr assigns to you any rights it may have in them. Valkyr retains ThorAPI, ValkyrAI, GrayMatter, ValorIDE, generators, frameworks, templates, runtime components, libraries, APIs, methods, models, and other pre-existing or general-purpose technology ("Valkyr Technology").
If Valkyr Technology is embedded in a Generated Deliverable, you receive a worldwide, perpetual, royalty-free license to use, modify, host, distribute, and commercialize that embedded technology only as part of or to operate and support the Generated Deliverable, unless a purchase screen identifies a separately licensed runtime. Open-source and other third-party materials remain subject to their licenses. Outputs may not be unique; another user may receive a similar result without receiving rights in your Customer Content.
5. AI, agents, models, and integrations
AI Outputs may be inaccurate, incomplete, biased, insecure, infringing, or unsuitable. You are responsible for qualified human review, testing, security review, and legal compliance before relying on or deploying them. The Services do not provide legal, medical, accounting, or investment advice.
You authorize an agent or workflow to take external action only by configuring the relevant credential, scope, policy, and approval gate. An AI suggestion does not itself create authority. You are responsible for objectives, permissions, human approvals, transaction limits, monitoring, and rollback. You may not use fully automated decisions producing legal or similarly significant effects without legally required testing, notice, explanation, appeal, and meaningful human review.
Third-party models, integrations, MCP servers, and marketplace Items may have their own terms. When you supply an account or API key, you direct us to transmit selected Customer Content to that provider. We do not control third-party availability or independent processing, but remain responsible for providers we engage as subprocessors under an applicable DPA.
6. Fees, subscriptions, and credits
Prices, billing periods, renewal terms, usage rates, and taxes are shown at purchase. By starting a paid subscription, you authorize recurring charges until cancellation. You may cancel through the account controls or another method shown in the purchase acknowledgment; cancellation takes effect at the end of the paid period unless law requires otherwise. We will provide renewal, trial-ending, annual, and price-change notices when required by law. A material price increase applies no earlier than the next renewal.
Credits are contractual units for eligible Service usage, not money, stored value, a deposit, or property. Credits are non-transferable, have no cash value, and expire only if clearly disclosed before purchase. We will not retroactively reduce purchased credits. Metering, overage, hard limits, and auto-recharge are disclosed at purchase. Except where law or these Terms provide otherwise, fees and used credits are nonrefundable. You must raise a good-faith billing dispute within 60 days after the charge.
7. Service changes and availability
We may improve or change the Services. We will not materially reduce the core functionality of a paid Service during a committed term without providing a substantially equivalent replacement or a pro rata refund for the discontinued portion. Beta, preview, evaluation, and free Services may be changed or discontinued at any time and are provided without an SLA.
8. Suspension, termination, export, and deletion
We may suspend affected access to prevent a material security threat, unlawful activity, harm, AUP violation, or an undisputed payment more than 15 days overdue. When practicable, we will give notice and an opportunity to cure, limit suspension in scope and duration, and restore access promptly after resolution.
Either party may terminate these Terms. You may stop using free Services or cancel a subscription as described at purchase. We may terminate for a material breach not cured within 30 days after notice, or immediately for an incurable breach or legally required action.
After expiration or termination, you may export Customer Content and exportable Generated Deliverables for 30 days unless prohibited by law or needed to address a security incident. We then delete Customer Content from active systems within 30 days and backups within 90 additional days, subject to legal retention. Customer-owned Generated Deliverables already exported remain yours. Private or customer-managed deployments and copies you hold are your responsibility.
9. Confidentiality
Each party will use the other's nonpublic information only to perform these Terms, protect it with reasonable care, and disclose it only to personnel and providers with a need to know and confidentiality duties. These duties do not cover information lawfully public, already known without restriction, received lawfully from another source, or independently developed. Legally compelled disclosure will be limited and preceded by notice where permitted.
10. Warranties and disclaimers
We warrant that paid Services will perform in all material respects according to their documentation. Your exclusive remedy is correction or reperformance; if we cannot correct a material nonconformity within a reasonable time, you may terminate the affected paid Service and receive a pro rata refund of prepaid unused fees.
Except for that express warranty and to the maximum extent permitted by law, the Services, Outputs, Generated Deliverables, and third-party materials are provided "as is" and "as available." We disclaim implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. We do not warrant uninterrupted or error-free operation or the accuracy, legality, security, or uniqueness of an Output. Some jurisdictions do not allow certain disclaimers, so they apply only to the extent permitted.
11. Indemnification
For paid Services, Valkyr will defend you against a third-party claim that your authorized use of Valkyr Technology infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and pay finally awarded or approved settlement amounts. We may obtain continued use rights, modify or replace the affected item, or terminate it and refund prepaid unused fees. This obligation does not cover Customer Content, third-party materials, Outputs or Generated Deliverables, your modifications or combinations, unauthorized use, or continued use after we offer a noninfringing replacement.
You will defend and indemnify Valkyr against third-party claims arising from Customer Content violating another's rights or your material violation of the AUP or law. The indemnified party must provide prompt notice, reasonable cooperation, and control of defense, subject to approval of any settlement imposing fault or nonmonetary obligations.
12. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or business interruption. Each party's aggregate liability relating to the Services will not exceed the greater of $100 or amounts you paid Valkyr for the affected Services during the 12 months before the first event giving rise to liability.
The cap does not apply to payment obligations, fraud, willful misconduct, a party's infringement or misappropriation of the other's intellectual property, or liability that cannot lawfully be limited. Liability for confidentiality, indemnification, or breach of an applicable DPA is capped at two times the general cap. These allocations apply even if a remedy fails of its essential purpose.
13. Changes
We may update these Terms. We will give at least 30 days' notice of a material change, except an earlier change reasonably required for law or an urgent security or safety risk. A change will apply at your next renewal for a committed paid term unless you accept it earlier. Continued use of a free or month-to-month Service after the effective date constitutes acceptance. A signed agreement cannot be amended by these online Terms.
14. General
California law governs, without conflicts principles, and state and federal courts in San Francisco County, California have exclusive jurisdiction. You may not assign these Terms without our consent, except with a merger or sale of substantially all assets if the successor assumes them. We may assign on the same basis. Neither party is liable for delay beyond reasonable control, excluding payment. These Terms are the entire agreement for self-service use; invalid provisions are narrowed to the minimum extent necessary; waiver must be written; and electronic acceptance is effective.
Questions and legal notices: legal@valkyrlabs.com, Valkyr Labs Inc., 195 Tamal Vista Blvd #201, Corte Madera, CA 94925.