SIDERO LABS, INC.

Support Services Terms

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT,” ACCESSING SUPPORT SERVICES, OR SUBMITTING A SUPPORT REQUEST, YOU AGREE TO BE BOUND BY THESE SIDERO LABS, INC. SUPPORT SERVICES TERMS (“AGREEMENT”) AND ANY UPDATED VERSIONS SIDERO LABS MAY POST AT /support-services-terms/. SIDERO LABS WILL PROVIDE NOTICE OF MATERIAL CHANGES BY EMAIL OR BY POSTING NOTICE AT /support-services-terms/ AT LEAST THIRTY (30) DAYS BEFORE THE CHANGES TAKE EFFECT. YOUR CONTINUED RECEIPT OF SUPPORT SERVICES AFTER THE EFFECTIVE DATE OF ANY CHANGES CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS. IF YOU DO NOT AGREE TO THE UPDATED TERMS, YOU MAY TERMINATE THIS AGREEMENT BEFORE THE EFFECTIVE DATE OF THE CHANGES. THE ENTITY OR INDIVIDUAL ACCEPTING THESE TERMS IS REFERRED TO HEREIN AS “CUSTOMER.” IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO RECEIVE OR ACCESS SUPPORT SERVICES. AN INDIVIDUAL ACCEPTING THESE TERMS ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. SUPPORT SERVICES ARE PROVIDED IN CONNECTION WITH A SUPPORT SUBSCRIPTION OBTAINED THROUGH AN AUTHORIZED SIDERO LABS RESELLER; THESE TERMS GOVERN THE RELATIONSHIP BETWEEN CUSTOMER AND SIDERO LABS WITH RESPECT TO THAT SUPPORT. IF YOUR ORGANIZATION HAS A SEPARATELY NEGOTIATED MASTER SERVICES AGREEMENT WITH SIDERO LABS, THAT AGREEMENT GOVERNS AND CONTROLS IN THE EVENT OF ANY CONFLICT.

These Support Services Terms (these “Terms”) are entered into between Sidero Labs, Inc., a Delaware corporation (“Company”), and the entity or individual accepting these Terms (“Customer”), and are effective as of the date Customer accepts these Terms.

Customer has obtained the right to receive Support Services for Talos Linux through a reseller or value-added reseller (“VAR”). Company will provide Support Services directly to Customer, and these Terms govern the relationship between Company and Customer with respect to those Support Services. These Terms do not establish any payment obligations between Customer and Company; all payment obligations are between Customer and the VAR.

1. SUPPORT SERVICES

1.1 Support Services. Subject to these Terms, Company will provide Customer with technical support services for Talos Linux (the “Support Services”) in accordance with the Support Services Terms attached as Exhibit A. The scope and tier of Support Services shall be as communicated to Customer by the VAR.

1.2 Service Standards. Company will provide Support Services in a professional and workmanlike manner consistent with prevailing industry standards. Customer acknowledges that because the supported software is licensed under open-source licenses (e.g., MPL-2.0), Company’s obligations are limited to providing technical guidance, bug fixes, and security advisories as described in the applicable Support Tier matrix.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Open-Source Compliance. Customer acknowledges that Talos Linux is provided under the Mozilla Public License 2.0 (MPL-2.0). Nothing in these Terms restricts Customer’s rights to use, modify, or distribute the software in accordance with the MPL-2.0.

2.2 Supportability of Modifications. While Customer may modify the software under the MPL-2.0, any such modifications or derivative works are excluded from the scope of Support Services. Company shall have no obligation to provide support for any version of the software that has been modified by Customer or a third party.

2.3 Service Use Restrictions. Customer shall not use the Support Services for the benefit of a third party (e.g., providing support assistance to entities not covered by these Terms).

2.4 Security Vulnerability Disclosure. If Customer discovers a potential security vulnerability in Talos Linux or other Company technology, Customer agrees to report it directly to Company via its published Security Policy and to follow coordinated vulnerability disclosure practices, providing Company at least ninety (90) days to address the vulnerability before any public disclosure.

2.5 Export Control. Technical data and support provided by Company are subject to U.S. export control laws, including the U.S. Export Administration Regulations and all applicable U.S. sanctions. Customer agrees not to export or re-export any technical data or software provided by Company in violation of such laws.

2.6 Customer Infrastructure. Customer is solely responsible for obtaining and maintaining all equipment and ancillary services needed to install, run, and connect to the supported software, including hardware, servers, operating systems, and networking.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

2.7 Compliance and Indemnity. Customer represents and warrants that it will use the Support Services only in compliance with Company’s standard published policies and all applicable laws and regulations. Customer is solely responsible for ensuring that its use of the supported software and its infrastructure complies with all applicable legal requirements. Customer shall indemnify, defend, and hold Company harmless from any third-party claims, damages, losses, liabilities, settlements, and reasonable attorneys’ fees arising from: (i) Customer’s material breach of Section 2 of these Terms; (ii) any material misrepresentation made by Customer to Company in connection with the Support Services; or (iii) Customer’s willful misconduct.

3.1 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose non-public business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding Support Services, technical documentation, and performance benchmarks. Proprietary Information of Customer includes non-public data or logs provided to Company to enable Support Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information except as permitted herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no breach hereof by Receiving Party, or (b) was lawfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was lawfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. The confidentiality and non-use obligations of each Receiving Party under these Terms will survive expiration or termination of these Terms for a period of five (5) years; except that such obligations shall survive thereafter with respect to each Disclosing Party’s software, algorithms and technology-based trade secrets so long as they remain trade secrets under prevailing law (without regard to any breach of the Receiving Party).

3.2 Company Ownership. Company owns and retains all right, title, and interest in and to (a) Company’s techniques, analyses, modules, training materials, and consulting methods; (b) any software, applications, or tools developed by Company in connection with the Support Services; and (c) all intellectual property rights related to the foregoing (collectively, “Company Technology”). For the avoidance of doubt, Company Technology does not include the open-source software distributions (e.g., Talos Linux) supported under these Terms, which are governed by their respective open-source licenses.

3.3 Customer Ownership. Customer retains all right, title, and interest in and to any intellectual property Customer created prior to or separate from these Terms.

3.4 Data Processing. To the extent Company processes personal data on Customer’s behalf in connection with the Support Services (for example, diagnostic data, log files, or other information provided by Customer that contains personal data of Customer’s end users), the parties agree to comply with the Sidero Labs Data Processing Addendum (DPA), which is incorporated by reference and available at /data-processing-addendum/, as updated from time to time.

4. WARRANTY AND DISCLAIMER

4.1 Service Warranty. Company shall perform the Support Services in a professional and workmanlike manner consistent with prevailing industry standards. In the case of a breach of this warranty, Customer’s sole and exclusive remedy shall be for Company, at its option, to re-perform the Services.

4.2 Open-Source & Upstream Security. The software distributions supported under these Terms (including Talos Linux and Kubernetes) are provided “AS IS” pursuant to their respective open-source licenses. While Company will use commercially reasonable efforts to provide security updates and backports, Customer acknowledges that such fixes are subject to upstream project support; Company does not warrant that the software will be uninterrupted or error-free, or that all vulnerabilities can or will be patched.

4.3 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

5. INDEMNITY

5.1 Company Indemnity. Company shall indemnify, defend, and hold Customer harmless from liability to third parties based upon claims resulting from infringement by the Support Services (including any proprietary Company tools used to deliver the Services) of any copyright or misappropriation of any trade secret owned by such third party. This indemnity is provided on the condition that Company is promptly notified of such claims and given reasonable assistance and sole control over the defense and settlement.

5.2 Exclusions. Company’s indemnity obligations do not apply to: (i) the underlying open-source software (e.g., Talos Linux or Kubernetes); (ii) portions or components of the environment not supplied or configured by Company; (iii) modifications to the software made by Customer or third parties; or (iv) use of the Support Services in a manner not in accordance with these Terms.

5.3 Sole Remedy. THE FOREGOING CONSTITUTES COMPANY’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO THIRD-PARTY CLAIMS OF INFRINGEMENT.

6. LIMITATION OF LIABILITY

6.1 Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO COMPANY ON BEHALF OF CUSTOMER (WHETHER BY CUSTOMER DIRECTLY OR THROUGH THE VAR) DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. EACH PARTY’S AGGREGATE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3 SHALL NOT EXCEED THREE (3) TIMES SUCH AMOUNT.

6.2 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR: (A) LOSS OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, 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.

6.3 Open-Source Software. Customer acknowledges that Talos Linux is a community-supported, open-source project distributed under the MPL-2.0. While Company will use commercially reasonable efforts to address bugs or vulnerabilities as part of the Support Services, Company shall not be liable for any damages, system failures, or security breaches resulting from the use of the software, except to the extent such damages are a direct result of Company’s gross negligence or willful misconduct in the performance of the Support Services. The limitations in Sections 6.1 and 6.2 apply to all claims related to the software and the Support Services.

7. TERM AND TERMINATION

7.1 Term. These Terms are effective from the Effective Date and shall remain in effect for so long as the VAR arrangement under which Customer receives Support Services remains active, unless earlier terminated as set forth herein (the “Term”).

7.2 Termination for Cause. Either party may terminate these Terms: (i) upon written notice to the breaching party specifying the nature of such breach in reasonable detail, if such material breach (A) is capable of cure and remains uncured for thirty (30) days after receipt of such written notice, or (B) is not capable of cure; (ii) if the other party becomes insolvent or admits in writing its inability to pay its debts as they mature or makes an assignment for the benefit of creditors; or (iii) if a petition under the United States Bankruptcy Act or any similar law of any other jurisdiction is filed concerning the other party.

7.3 Termination of VAR Arrangement. These Terms shall automatically terminate upon the expiration or termination of the underlying VAR arrangement pursuant to which Customer receives Support Services, unless the parties enter into a direct agreement.

7.4 Effect of Termination. All sections of these Terms which by their nature should survive termination will survive, including without limitation: confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

8. MISCELLANEOUS

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

8.2 Assignment. Except in connection with a merger, acquisition, or sale of substantially all of its assets, these Terms are not assignable or transferable by either party without the other party’s prior written consent.

8.3 Entire Agreement. These Terms, together with Exhibit A, constitute the complete and exclusive statement of the mutual understanding of the parties with respect to the Support Services provided hereunder. Any modifications must be in a writing signed by both parties.

8.4 Relationship of Parties. No agency, partnership, joint venture, or employment is created as a result of these Terms. Customer does not have any authority to bind Company in any respect whatsoever.

8.5 Notices. All notices will be in writing and deemed duly given when received if personally delivered, or when receipt is electronically confirmed if sent via e-mail.

8.6 Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including strikes, riots, war, acts of terrorism, public health emergencies, fires, floods, or Internet outages.

8.7 Governing Law and Jurisdiction. These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties agree to the exclusive jurisdiction of the federal and state courts in Santa Barbara County, California. In any action to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

8.8 Dispute Resolution. Excluding actions seeking injunctive or other equitable relief, before taking formal action, the parties will use reasonable efforts to resolve any dispute through good-faith discussions within thirty (30) days from the date of notification.

EXHIBIT A

Support Services Terms

1. Support Subscription. If Customer receives Support Services pursuant to these Terms, Company will provide such support in accordance with these terms. All capitalized terms not defined herein have the meaning given in the End User Support Terms.
2. Scope of Coverage. Support includes assistance with the following components:

Talos Linux Operating System: Troubleshooting, configuration guidance, and bug fixes.

Talos Linux Management Tools: Assistance with CLI and automation tools.

Kubernetes Control Plane: Support for the Kubernetes lifecycle as defined below.

3. Support Lifecycle.

Talos Linux: Full support (including technical guidance and bug fixes) is provided for the two latest minor releases of Talos Linux.

Security & CVE Policy: Company provides security updates for the two latest minor releases of Talos Linux. Security backports for the “N-1” release are limited to high-severity CVEs and are strictly subject to upstream project support (e.g., Linux kernel, runc, and Kubernetes).

Kubernetes: Support is provided for the most current 5 stable releases of Kubernetes.

Stable Releases: Support is limited to stable releases, defined as those not labeled ‘alpha’ or ‘beta’ on the Sidero Labs GitHub releases page.

4. Support Tier and Response Times. The response time SLA and mode of communication depend upon the Support Subscription tier communicated to Customer by the VAR. Company will provide services and responses according to the Support Tier matrix below, using commercially reasonable efforts to respond within the applicable timeframes.

Company reserves the right to re-classify the Severity Level of any support request at its reasonable discretion based on the technical impact described by the Customer.

5. Customer Collaboration. Company’s ability to deliver high-quality Support Services is conditioned upon Customer: (a) providing Company with all reasonable assistance, diagnostic data, and information necessary to resolve the issue; (b) providing appropriate contact information for the technical personnel requiring support; and (c) utilizing Company’s published support guidance and FAQs prior to escalating common configuration issues.
6. Exclusions. The following are excluded from standard Support Services but may be addressed via a separate Professional Services engagement: (a) implementation of new features or hardware device support; (b) troubleshooting or configuration of third-party components (e.g., specific storage or ingress controllers); (c) architectural design and workload-specific Kubernetes debugging; and (d) support for software that has been modified or altered by Customer.