Effective Date: January 1, 2025
This Master Services Agreement ("Agreement") is entered into by and between Walkway, Inc. ("Walkway"), a Delaware corporation with its principal place of business at [Insert Address], and the customer identified in the applicable Order Form ("Customer"). This Agreement governs the access and use of Walkway's Services and is effective as of the date set forth in the first Order Form executed by both parties (the "Effective Date").
2.1 Access and Use. Subject to the terms and conditions of this Agreement and the applicable Order Form, Walkway hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.
2.2 Restrictions. Customer shall not (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services; (b) use the Services to build a competitive product; or (c) sublicense, sell, or lease the Services to any third party.
3.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. All payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise expressly provided in this Agreement.
3.2 Invoicing and Payment. Unless otherwise stated in the Order Form, fees are due net thirty (30) days from the invoice date. All payments shall be made in the currency specified on the Order Form.
3.3 Late Payments. Overdue amounts may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Walkway may suspend access to the Services for overdue invoices.
3.4 Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes associated with its purchases.
4.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated as set forth herein.
4.2 Subscription Term. The term of each subscription to the Services shall be as specified in the applicable Order Form and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.
4.3 Termination. Either party may terminate this Agreement or any Order Form for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.
4.4 Effect of Termination. Upon termination, all rights and licenses granted herein shall terminate, and Customer shall cease using the Services. Sections 3, 4.4, 8, 9, and 10 shall survive termination.
5.1 Standard Support. Walkway will provide standard support to Customer via email during normal business hours, including bug fixes, patches, and general troubleshooting.
5.2 Premium Support. If specified in the Order Form, Walkway shall provide premium support, including dedicated success managers, SLAs, and prioritized response times.
5.3 Uptime. Walkway shall use commercially reasonable efforts to ensure Services are available 99.5% of the time per calendar month, excluding scheduled maintenance.
6.1 Security. Walkway implements and maintains industry-standard administrative, physical, and technical safeguards to protect Customer Data. Walkway is committed to practices aligned with SOC 2 and ISO 27001 frameworks.
6.2 Data Privacy. Walkway shall process Customer Data in accordance with its Privacy Policy and applicable data protection laws, including the GDPR where applicable. A separate Data Processing Addendum (DPA) is available upon request.
7.1 Performance Warranty. Walkway warrants that the Services will perform materially in accordance with the applicable documentation. Customer must report any non-conformity within thirty (30) days of discovery.
7.2 Disclaimer. Except as expressly provided in this Section, the Services are provided "AS IS" and Walkway disclaims all warranties, express or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether orally, in writing, or otherwise, and that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, product roadmaps, financial information, pricing, technical data, Customer Data, and business strategies.
8.2 Obligations of Confidentiality. The Receiving Party agrees to (a) use the Confidential Information solely for the purposes of this Agreement; (b) not disclose the Confidential Information to any third party, except to its affiliates, employees, contractors, and agents who have a legitimate need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
8.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is disclosed by a third party legally entitled to make such disclosure; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.
8.4 Return or Destruction. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such destruction in writing, except that Receiving Party may retain one archival copy.
8.5 Audit Rights. In the event of a suspected breach involving Confidential Information, Walkway may audit Customer's systems and records with reasonable notice and during normal business hours to determine the scope of any such breach.
8.6 Equitable Relief. The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party may seek injunctive or equitable relief in any competent jurisdiction without the necessity of posting bond.
8.7 Duration. The obligations in this Section 8 shall remain in effect for five (5) years after termination of this Agreement, except for trade secrets which shall be protected for as long as they remain a trade secret under applicable law.
9.1 Customer Data. Customer retains all rights in Customer Data. Walkway shall not use Customer Data for any purpose other than to provide the Services and support Customer, except as explicitly permitted herein.
9.2 Aggregated and Anonymized Data. Walkway may use anonymized and aggregated data derived from Customer’s use of the Services (including Customer Data) to (a) develop, enhance, and improve the Services; (b) perform analytics and benchmarking; and (c) generate insights, models, or reports for internal or commercial use. Such Derived Data shall not identify Customer or its users.
9.3 Derived Data Ownership. Walkway retains all rights, title, and interest in and to any Derived Data. Customer agrees that Walkway may use such data without restriction, provided that it does not include any personally identifiable or Customer-specific information.
10.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
10.2 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties.
10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force.
10.4 Amendments. No modification of this Agreement shall be effective unless in writing and signed by both parties.
If you have any questions, contact us at Hello@Walkway.ai