SIDERO LABS, INC.

OMNI END USER LICENSE AGREEMENT

Version 1.0  ·  Effective March 2026

IMPORTANT — READ CAREFULLY BEFORE USING THE SERVICES

BY CLICKING “I ACCEPT,” CHECKING A BOX INDICATING ACCEPTANCE, ACCESSING, DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SIDERO LABS OMNI PLATFORM OR SERVICES (INCLUDING ANY SELF-HOSTED DEPLOYMENT), YOU (A) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ACTING, AND (B) AGREE THAT SUCH ENTITY IS LEGALLY BOUND BY THIS END USER LICENSE AGREEMENT (“AGREEMENT”) WITH SIDERO LABS, INC., A DELAWARE CORPORATION (“SIDERO LABS” OR “COMPANY”). IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

If your organization has accepted Sidero Labs’ Terms of Service or Omni MSA at account creation, or has a separately negotiated Master Services Agreement with Sidero Labs or a Sidero Labs-authorized reseller, those terms supplement this Agreement; in the event of conflict, those terms control. Acceptance of this Agreement does not modify, supersede, or replace any such previously accepted or negotiated agreement.

1. DEFINITIONS

As used in this Agreement:

(a) “Services” means, collectively, the Omni SaaS Services and/or the Self-Hosted Services, together with any associated documentation, APIs, and updates provided by Sidero Labs.

(b) “SaaS Services” means the proprietary Omni management platform hosted and operated by Sidero Labs through which Customer manages Kubernetes clusters and Talos Linux distributions.

(c) “Self-Hosted Services” means the Sidero Labs-provided code, software, and management tools that Customer installs and operates on Customer-controlled or Customer-managed infrastructure.

(d)        “Platform” means the Services and all underlying proprietary and third-party software, algorithms, technology, documentation, training materials, updates, enhancements, intermediate and partial versions thereof, and other intellectual property made available by Sidero Labs.

(e) “Customer” or “you” means the entity or individual that has accepted this Agreement.

(f) “Authorized Users” means Customer’s employees, contractors, and agents authorized by Customer to use the Services on Customer’s behalf.

(g) “Customer Data” means all data, content, and information submitted to the Services by Customer or its Authorized Users.

(h) “Documentation” means the official technical documentation for the Services made available by Sidero Labs at siderolabs.com or within the Services.

(i) “Order Form” means an ordering document, electronic order, or self-service subscription enrollment specifying the Services, subscription tier, and fees, whether executed directly with Sidero Labs, completed through Sidero Labs’ online account or billing system (including subscriptions processed through a third-party payment processor such as Stripe), or issued through an authorized reseller. For self-service customers, the subscription details as reflected in Customer’s account and billing records shall constitute the applicable Order Form.

(j) “Open-Source Software” means software components (including Talos Linux) distributed under open-source licenses such as the Mozilla Public License 2.0 (MPL-2.0), which are not part of the proprietary Platform.

2. LICENSE GRANT

2.1  SaaS Services.

Subject to Customer’s compliance with this Agreement and the applicable Order Form, Sidero Labs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, terminable license during the subscription term to access and use the SaaS Services solely for Customer’s internal business operations and in accordance with the Documentation.

2.2  Self-Hosted Services.

Subject to Customer’s compliance with this Agreement and the applicable Order Form, Sidero Labs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, terminable license during the subscription term to install and use the Self-Hosted Software on Customer’s own infrastructure solely for Customer’s internal business operations and in accordance with the Documentation.

2.3  Usage Limitations.

Customer may permit Authorized Users to access and use the Services on Customer’s behalf, provided Customer remains fully responsible for all Authorized User actions. Customer’s license includes management of the Services at Customer’s clients’ worksites when done as part of Customer’s internal managed services operations. No other rights or licenses are granted except as expressly set forth herein.

2.4  Open-Source Components.

The Services incorporate or interoperate with Open-Source Software, including Talos Linux (MPL-2.0). Nothing in this Agreement restricts Customer’s rights to use, modify, or distribute such Open-Source Software in accordance with its respective open-source license. However, any Customer modifications to Open-Source Software are expressly excluded from the scope of Sidero Labs’ Support Services.

2.5  Relationship to the Business Source License.

The Self-Hosted Services incorporate source code made available under the Business Source License 1.1 (“BUSL”), a copy of which is available at /legal/busl/. Nothing in this Agreement restricts Customer’s rights to use, copy, or modify that source code to the extent permitted by the BUSL. This Agreement governs Customer’s use of the Services, the commercial relationship between the parties, and all obligations relating to restrictions, intellectual property, and support, regardless of whether Customer has an applicable Order Form.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1  License Restrictions.

Customer shall not, and shall ensure its Authorized Users do not:

(a) copy, modify, adapt, translate, or create Derivative Works of the Platform or any proprietary component of the Services, except as expressly permitted herein or in writing by Sidero Labs;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, object code, or underlying structure of any proprietary element of the Platform;

(c) sublicense, sell, resell, transfer, assign, or otherwise make the Services available to any third party except Authorized Users;

(d) use the Services for timesharing, service bureau, software-as-a-service for third parties, or any purpose other than Customer’s internal business operations;

(e) remove or obscure any proprietary notices, labels, or branding on the Platform;

(f) use the Services in violation of applicable law, Sidero Labs’ Acceptable Use Policy, or in a manner that interferes with the integrity or performance of the Services; or

(g) use the Services to develop competing products or services.

“Derivative Work” means any modification, extension, or adaptation of any proprietary software, process, or work of authorship included in the Platform.

3.2  Self-Hosted Infrastructure Responsibility.

For Self-Hosted Services, Customer is solely responsible for: (a) infrastructure provisioning, configuration, and security; (b) cloud provider selection and costs; (c) network configuration; (d) identity and access management; (e) backup, redundancy, and disaster recovery; and (f) compliance with applicable laws relating to Customer’s infrastructure. Sidero Labs shall not be liable for downtime, security breaches, or data loss resulting from Customer’s infrastructure, third-party services, or Customer configuration choices.

3.3  Security Vulnerability Disclosure.

If Customer discovers a potential security vulnerability in Talos Linux, the Platform, or any other Sidero Labs technology, Customer shall report it directly to Sidero Labs via the channels specified in Sidero Labs’ published Security Policy. Customer shall follow coordinated vulnerability disclosure practices and provide Sidero Labs at least ninety (90) days to address and patch the vulnerability before any public disclosure.

3.4  Compliance with Laws.

Customer represents and warrants that it will use the Services only in compliance with Sidero Labs’ then-current Acceptable Use Policy and all applicable laws and regulations. Customer shall indemnify and hold Sidero Labs harmless from any damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from any third-party claim resulting from Customer’s violation of the foregoing or Customer’s willful misconduct.

4. INTELLECTUAL PROPERTY

4.1  Sidero Labs Ownership.

Sidero Labs owns and retains all right, title, and interest in and to the Platform and Services, including all proprietary software, algorithms, designs, documentation, training materials, techniques, and all improvements and enhancements thereto, and all intellectual property rights in the foregoing (collectively, “Company Technology”). For the avoidance of doubt, Company Technology does not include Open-Source Software distributions governed by their respective open-source licenses.

4.2  Customer Ownership.

Customer retains all right, title, and interest in and to Customer Data and all intellectual property Customer created prior to or independent of this Agreement. Customer grants Sidero Labs a limited, non-exclusive license to process Customer Data solely to provide and improve the Services in accordance with this Agreement.

4.3  Feedback.

If Customer provides Sidero Labs with any suggestions, ideas, or feedback regarding the Services (“Feedback”), Sidero Labs may use and incorporate such Feedback without restriction, compensation, or obligation to Customer.

5. DATA AND PRIVACY

5.1  Data Roles.

With regard to the processing of Personal Data in connection with the Services, Customer is the data controller and Sidero Labs is the data processor acting on Customer’s instructions. Both parties shall comply with all applicable privacy and data protection laws, including GDPR and CCPA where applicable.

5.2  Data Processing Addendum.

To the extent Sidero Labs processes Personal Data on Customer’s behalf, the parties agree to comply with the Sidero Labs Data Processing Addendum (DPA), incorporated herein by reference and available at /data-processing-addendum/. The DPA includes appropriate safeguards for cross-border transfers, including Standard Contractual Clauses where applicable.

5.3  Usage Data.

Notwithstanding the foregoing, and except with respect to Self-Hosted Services, Sidero Labs may collect and analyze aggregated, anonymized data relating to the performance and use of the Services. Sidero Labs may use such data to improve the Services and may disclose it solely in anonymized, aggregated form that does not identify Customer or any individual.

5.4  Privacy Policy.

Customer acknowledges that Sidero Labs’ collection, use, and disclosure of personal information related to Customer’s use of the Services (including administrative account information and usage telemetry) is governed by Sidero Labs’ Privacy Policy, available at /privacy-policy/, as updated from time to time.

6. CONFIDENTIALITY

6.1  Mutual Confidentiality.

Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose non-public business, technical, or financial information (“Proprietary Information”). Sidero Labs’ Proprietary Information includes non-public features, functionality, performance, and security information about the Services. Customer’s Proprietary Information includes Customer Data. The Receiving Party agrees to: (a) take reasonable precautions to protect such Proprietary Information; and (b) not use or disclose such Proprietary Information to any third party except as permitted herein. The foregoing does not apply to information that: (i) becomes publicly available through no breach hereof; (ii) was lawfully in the Receiving Party’s possession prior to receipt; (iii) was lawfully disclosed without restriction by a third party; or (iv) was independently developed without use of the Proprietary Information.

6.2  Survival.

The confidentiality and non-use obligations of each Receiving Party shall survive expiration or termination of this Agreement for five (5) years; except that such obligations shall survive indefinitely with respect to each Disclosing Party’s software, algorithms, and technology-based trade secrets for so long as they remain trade secrets under applicable law.

7. WARRANTIES AND DISCLAIMER

7.1  Service Warranty.

Sidero Labs shall use reasonable efforts consistent with prevailing industry standards to maintain the SaaS Services and shall perform any Support Services and Professional Services in a professional and workmanlike manner. In the case of a breach of this warranty, Customer’s sole and exclusive remedy shall be for Sidero Labs, at its option, to re-perform the applicable Services or issue a pro-rata refund for the non-conforming portion.

7.2  Open-Source and Self-Hosted Disclaimer.

Open-Source Software distributions (including Talos Linux and Kubernetes) are provided “AS IS” pursuant to their respective open-source licenses. While Sidero Labs will use commercially reasonable efforts to provide security updates and backports, such updates are subject to upstream project support. Sidero Labs does not warrant that such software will be uninterrupted or error-free, or that all vulnerabilities can or will be patched.

7.3  Security Disclaimer.

Sidero Labs maintains a security program that includes administrative, technical, and organizational safeguards assessed pursuant to SOC 2 Type II audit. Customer acknowledges that no system can be guaranteed completely secure. Except for Sidero Labs’ gross negligence or willful misconduct, liability for security incidents is subject to the limitations in Section 9. Sidero Labs is not responsible for security incidents arising from Customer configuration, Customer credentials, Self-Hosted infrastructure, third-party integrations, or Open-Source Software.

7.4  Regulatory Compliance Disclaimer.

Except as expressly stated herein, Sidero Labs does not represent or warrant that the Services comply with, or will enable Customer to comply with, any specific law, regulation, or industry standard, including HIPAA, FedRAMP, ITAR, or PCI-DSS. Customer is solely responsible for ensuring its use of the Services meets its specific legal and regulatory obligations.

7.5  General Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS.” SIDERO LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SIDERO LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

8. INDEMNIFICATION

8.1  Sidero Labs Indemnity.

Subject to Customer maintaining a current paid subscription under an applicable Order Form, Sidero Labs shall indemnify, defend, and hold Customer harmless from third-party claims resulting from infringement by the proprietary elements of the Services of any copyright or misappropriation of any trade secret, provided that Sidero Labs is: (a) promptly notified in writing of the claim; (b) given sole control over defense and settlement; and (c) provided with reasonable cooperation and assistance.

8.2  Indemnity Exclusions.

Sidero Labs’ indemnity obligations do not apply to claims arising from: (i) Open-Source Software (including Talos Linux or Kubernetes); (ii) modifications to the Services made by Customer or any third party; (iii) combination of the Services with other products not provided by Sidero Labs where the alleged infringement relates to such combination; (iv) Customer’s continued use after written notice of alleged infringement; (v) Customer’s Self-Hosted infrastructure, network configuration, or third-party integrations; or (vi) use of the Services not in accordance with this Agreement.

8.3  Infringement Remedy.

If the Services are held by a court to be infringing, Sidero Labs may, at its option and expense: (a) replace or modify the Services to be non-infringing while maintaining substantially similar functionality; (b) obtain for Customer a license to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and refund any prepaid, unused fees.

8.4  Sole Remedy.

THE FOREGOING CONSTITUTES SIDERO LABS’ ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

8.5  Customer Indemnity.

Customer shall indemnify, defend, and hold Sidero Labs harmless from any third-party claims, damages, losses, costs, and reasonable attorneys’ fees arising from: (a) Customer’s violation of this Agreement or applicable law; (b) Customer’s or its Authorized Users’ use of the Services; (c) Customer Data; or (d) Customer’s Self-Hosted infrastructure or configuration.

9. LIMITATION OF LIABILITY

9.1  Aggregate Liability Cap.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS’, AFFILIATES’, REPRESENTATIVES’, CONTRACTORS’, OR EMPLOYEES’ AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT — WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE — EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SIDERO LABS DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. EACH PARTY’S AGGREGATE LIABILITY FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 SHALL NOT EXCEED THREE (3) TIMES SUCH AMOUNT.

9.2  Exclusion of Consequential Damages.

NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (A) LOSS OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF BUSINESS; OR (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3  Open-Source and Self-Hosted Limitation.

CUSTOMER ACKNOWLEDGES THAT TALOS LINUX AND KUBERNETES ARE COMMUNITY-SUPPORTED OPEN-SOURCE PROJECTS. SIDERO LABS SHALL NOT BE LIABLE FOR DAMAGES, SYSTEM FAILURES, OR SECURITY BREACHES RESULTING FROM THE USE OF OPEN-SOURCE SOFTWARE OR FROM THE SELF-HOSTED SERVICES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF SIDERO LABS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9.4  Essential Purpose.

The parties acknowledge that the limitations and exclusions of liability in this Section 9 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. These limitations apply even if any remedy fails of its essential purpose.

10. TERM AND TERMINATION

10.1  Term.

This Agreement is effective from the date Customer accepts it and continues for the duration of the subscription term set forth in the applicable Order Form, unless earlier terminated. For self-service customers whose subscription is managed through Sidero Labs’ online billing system, the subscription term is month-to-month or annual as reflected in Customer’s account and billing records, and renews automatically until canceled in accordance with Sidero Labs’ then-current cancellation policy. If Customer obtained access through a reseller, this Agreement remains effective for so long as the applicable reseller arrangement remains active.

10.2  Termination for Cause.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and such breach: (a) is capable of cure but remains uncured for thirty (30) days after written notice specifying the breach in reasonable detail; or (b) is not capable of cure.

10.3  Termination for Insolvency.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or admits inability to pay its debts as they become due; (b) makes a general assignment for the benefit of creditors; or (c) becomes the subject of any voluntary or involuntary bankruptcy or insolvency proceeding not dismissed within sixty (60) days of filing.

10.4  Effect of Termination.

Upon termination: (a) all licenses granted herein shall immediately terminate; (b) Customer shall promptly cease all use of the Services and, for Self-Hosted Services, destroy or return all copies of the Software; (c) Customer will pay all accrued fees through the termination date; and (d) if Sidero Labs terminates without cause, Sidero Labs will refund any prepaid, unused fees. Sections 4, 6, 7.5, 8, 9, 10.4, 11, 12, and 13 shall survive termination.

11. EXPORT CONTROL

Technical data, software, and the Platform provided by Sidero Labs are subject to U.S. export control laws, including the U.S. Export Administration Regulations (EAR) and all applicable U.S. sanctions programs administered by OFAC. Customer agrees: (a) not to export, re-export, or transfer any technical data, software, or access to the Services in violation of such laws; (b) not to export or re-export the foregoing to any country, region, entity, or individual restricted or prohibited by U.S. law; and (c) to comply with all applicable international import and export laws in Customer’s jurisdiction.

12. UPDATES TO THIS AGREEMENT

Sidero Labs reserves the right to update or modify this Agreement at any time. Sidero Labs will provide at least thirty (30) days’ prior notice of material changes by posting an updated version at siderolabs.com/legal or via the Services. Customer’s continued use of the Services after the effective date of any modification constitutes acceptance of the updated Agreement. If Customer does not agree to any modification, Customer’s sole remedy is to discontinue use of the Services.

13. GENERAL

13.1  Governing Law.

This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the federal and state courts located in Santa Barbara County, California, for any disputes arising hereunder. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.

13.2  Dispute Resolution.

Before pursuing formal legal action (excluding requests for injunctive or other equitable relief), the parties shall use commercially reasonable good-faith efforts to resolve any dispute through direct discussions between senior representatives within thirty (30) days after one party notifies the other in writing of the dispute.

13.3  Entire Agreement.

This Agreement, together with the applicable Order Form, the DPA, and Sidero Labs’ Acceptable Use Policy, constitutes the complete and exclusive statement of the mutual understanding of the parties with respect to the Services. In the event of any conflict: (i) any applicable Order Form controls as to specific Services, fees, and capacity; (ii) the Acceptable Use Policy controls as to prohibited use; (iii) any Master Services Agreement, Terms of Service, or Omni MSA accepted or executed by authorized representatives of both parties (whether by click-through at account creation or by written signature) controls over this Agreement; and (iv) this Agreement otherwise controls. Acceptance of this Agreement by an individual user at product provisioning shall not be construed as an amendment to any previously accepted or executed agreement, and does not require signature or acceptance by an individual with contracting authority beyond what is required at account creation.

13.4  Severability.

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

13.5  Assignment.

Customer may not assign or transfer this Agreement or any rights hereunder without Sidero Labs’ prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer’s assets, provided the acquiring entity agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is void. Sidero Labs may assign this Agreement to an affiliate or in connection with a Change in Control without Customer’s consent.

13.6  Waiver.

The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

13.7  Force Majeure.

Neither party shall be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, fire, flood, governmental actions, labor disputes, or internet or telecommunications outages. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13.8  Relationship of Parties.

No agency, partnership, joint venture, or employment relationship is created by this Agreement. Customer does not have authority to bind Sidero Labs in any respect.

13.9  Notices.

All legal notices under this Agreement shall be in writing and directed to [email protected] for Sidero Labs, and to the contact designated in the applicable Order Form for Customer. Notices are effective upon confirmed electronic delivery.

13.10  U.S. Government Rights.

The Services are “commercial items” as defined in 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as used in 48 C.F.R. § 12.212. Any use, modification, reproduction, or disclosure of the Services by or for the U.S. Government is subject to restrictions set forth in this Agreement.

Questions?

Sidero Labs, Inc.  ·  5662 Calle Real #471, Goleta, CA 93117  ·  [email protected]  ·  (888) 488-2567

Legal notices: [email protected]  ·  Privacy/DPA inquiries: [email protected]

Visit siderolabs.com for the current version of this Agreement, the Acceptable Use Policy, and the Data Processing Addendum.