These Terms and Conditions (these “Terms”) form a legally binding agreement between you and Spenat Labs Inc. (d/b/a Walk and Code) (“Walk and Code,” “Company,” “we,” “us,” or “our”) governing your access to and use of the Walk and Code website located at walkandcode.com, our web application, and any related software, features, voice features, recordings, integrations, APIs, plugins, extensions, desktop or mobile applications, future products, content, functionality, and services we make available (collectively, the “Service”).

By clicking to accept these Terms, creating an account, accessing the Service, or using the Service in any way, you agree to these Terms. If you do not agree, do not access or use the Service.

1. Eligibility

You may use the Service only if:

1. you are at least 18 years old;
2. you have the legal capacity to enter into a binding contract; and
3. your access to and use of the Service does not violate any applicable law, regulation, contractual restriction, employer policy, confidentiality obligation, or third-party right.

If you use the Service on behalf of a business or other entity, you represent and warrant that you are authorized to bind that entity to these Terms, and “you” will include both you and that entity.

2. The Service

Walk and Code provides AI-assisted, voice-enabled, text-enabled, and automation-enabled coding and software workflow tools. The Service may, depending on the features enabled, user settings, connected systems, and our product design at the time:

• access, review, process, copy, store, transmit, analyze, or otherwise interact with your code, repositories, files, prompts, project materials, transcripts, settings, chats, metadata, logs, credentials, development environments, and related information;
• use voice, text, automation, third-party models, coding agents, and other tools to interpret user instructions and perform or attempt to perform actions;
• modify, overwrite, refactor, generate, rename, move, restructure, or delete code, files, configurations, prompts, branches, assets, logs, data, or other content;
• execute or attempt to execute terminal commands, scripts, package installations, integrations, external tool actions, deployment-related steps, or workflow steps;
• connect to and act through third-party products, services, and environments, including coding agents, model providers, repositories, development tools, cloud providers, and related systems; and
• store or process data on our systems or through third-party vendors.

The Service may evolve over time. We may add, remove, suspend, replace, modify, test, discontinue, or limit any feature, functionality, integration, model, provider, voice, pricing component, plan, workflow, or part of the Service at any time, with or without notice, and without liability.

3. Important Nature of the Service; Your Risk; No Reliance

The Service is a tool and assistant only. It is not a substitute for human judgment, review, testing, change management, deployment controls, backups, information security procedures, legal review, compliance review, professional advice, or other safeguards.

You acknowledge and agree that:

1. You use the Service entirely at your own risk.
2. The Service may access your codebase, repositories, files, databases, configurations, terminals, tools, prompts, and related materials.
3. The Service may make changes that are unintended, incorrect, harmful, incomplete, insecure, irreversible, or destructive.
4. The Service may permanently alter, overwrite, corrupt, or delete part or all of your code, repositories, files, data, databases, prompts, configurations, logs, chat history, settings, development environments, or other materials.
5. The Service may produce output that is inaccurate, incomplete, misleading, hallucinated, insecure, nonfunctional, outdated, offensive, biased, non-unique, or otherwise incorrect.
6. Any action taken by the Service, including actions taken through third-party coding agents or models, is undertaken at your risk and remains your responsibility.
7. You are solely responsible for reviewing, validating, testing, approving, supervising, and deciding whether to rely on, implement, deploy, or act on any output, recommendation, code, command, workflow, patch, refactor, analysis, or other result generated by or through the Service.
8. You must maintain your own backups, version control, restore points, audit logs, access controls, staging environments, test environments, approval processes, rollback procedures, and other safeguards appropriate to your use case.
9. You must not use the Service in production, mission-critical, safety-relevant, high-risk, or otherwise sensitive environments unless you have implemented safeguards that you determine are adequate.
10. We are not responsible for any loss, damage, corruption, deletion, downtime, malfunction, business interruption, missed opportunity, security incident, legal issue, or other consequence arising from or relating to your use of the Service.

You are solely responsible for protecting yourself against loss. You should not use the Service unless you are willing and able to accept these risks.

4. AI, Automation, and Third-Party Model Disclaimer

The Service may use our own systems and orchestration, as well as third-party coding agents, model providers, voice providers, infrastructure providers, repository tools, and other vendors, all of which may change at any time and without notice.

The Service may choose, route, invoke, orchestrate, or interact with models, voices, coding agents, providers, tools, and workflows at our discretion.

You acknowledge and agree that:

• AI and automated systems are probabilistic and error-prone by nature;
• outputs may contain bugs, security vulnerabilities, incorrect assumptions, unsafe commands, defective logic, inaccurate statements, invalid citations, infringing material, or other defects;
• the same input may produce different outputs at different times;
• we do not guarantee that outputs will be correct, reliable, secure, lawful, useful, fit for purpose, unique, or non-infringing; and
• any complaints, disputes, or issues concerning third-party tools, models, providers, their availability, their pricing, their separate terms, or their output may also implicate those third-party providers, although nothing in these Terms limits any protection available to us under these Terms.

You are solely responsible for all review and decision-making with respect to outputs. You must independently check all output before using it.

5. Audio Recording, Transcription, Monitoring, and Consent

The Service includes voice-enabled functionality. By accepting these Terms, completing onboarding, using voice features, or participating in an active session, you expressly consent to the recording, collection, storage, transcription, analysis, review, monitoring, and other processing of your microphone audio during active sessions.

You acknowledge and agree that:

• after onboarding and your acceptance of these Terms, microphone audio may be recorded during active sessions;
• recordings may be stored by us or by our vendors;
• recordings, transcripts, metadata, behavioral data, session data, analytics, derivative data, and related materials may be retained indefinitely unless and until you explicitly request deletion by emailing hello@walkandcode.com, subject to our rights to retain data as permitted or required by law, for security, integrity, dispute, operational, backup, compliance, and business purposes;
• recordings and related data may be used for live operation of the Service, transcription, quality assurance, support, analytics, debugging, abuse prevention, fraud prevention, safety, product improvement, model improvement, service development, internal research, training, business operations, and other purposes described in our Privacy Policy or otherwise permitted by law; and
• recordings and related data may be reviewed by humans and shared with, processed by, or stored with third-party vendors, cloud providers, infrastructure providers, analytics providers, model providers, contractors, and service providers.

You are solely responsible for ensuring that your use of the Service, including any recording or transmission of audio, complies with applicable law and with any obligations you may have to other persons.

6. Accounts and Access

To use certain features, you may need to create an account. You agree to provide accurate information and keep it current.

Your account is personal to you and non-transferable. You may not share your account, credentials, seats, or access with any other person unless we expressly authorize it in writing. If we determine, in our sole discretion, that account sharing has occurred or may have occurred, we may suspend or terminate your account immediately and without liability.

You are responsible for all activity occurring through your account or credentials, whether or not authorized by you.

7. Fees, Billing, Renewals, Credits, and No Refunds

The Service may be offered under paid subscriptions, usage-based billing, included usage credits, overage pricing, free access, promotional access, or any combination thereof.

If you purchase a paid plan:

1. you authorize us and our payment processors to charge your selected payment method for all applicable fees, charges, taxes, overages, and other amounts;
2. subscriptions automatically renew on the monthly or annual cycle applicable to your plan unless canceled before renewal;
3. included credits, quotas, or usage amounts may reset on the schedule we specify and may not roll over unless we expressly state otherwise;
4. usage beyond included amounts may result in additional charges;
5. all amounts are due when charged and are non-refundable, except where required by applicable law; and
6. we may change pricing, packaging, plans, usage calculations, credit structures, or billing terms at any time, with such changes taking effect as stated in the Service or at renewal, unless we specify otherwise.

If you cancel a subscription, your cancellation will take effect at the end of the then-current paid term unless we specify otherwise. You will not receive any pro rata or other refund for unused time, unused credits, or partial periods.

If payment cannot be collected, or if we believe there is a payment issue, billing dispute risk, abuse risk, or fraud risk, we may suspend or terminate access immediately. Upon suspension or termination for nonpayment or risk-related reasons, your data, code, recordings, transcripts, chats, settings, history, stored materials, or other content may be deleted immediately and without liability.

8. Third-Party Services and Separate Relationships

The Service may interoperate with or depend on third-party services, including coding agents, model providers, repositories, cloud providers, IDEs, editors, communications platforms, authentication providers, storage providers, payment processors, analytics providers, and other external tools and vendors.

Your access to and use of third-party services are governed by your separate agreements with those providers, not by these Terms. Third-party pricing, availability, features, quotas, output, performance, security, terms, and policies may change at any time and are outside our control.

We are not responsible or liable for any third-party service, including any outage, pricing change, terms change, data loss, output defect, policy enforcement, security incident, account action, suspension, termination, or other issue relating to any third-party service.

You acknowledge that the Service may use third-party subscriptions, tools, sessions, credentials, APIs, or environments connected by you or available through your setup to complete tasks at our discretion.

9. Your Responsibilities

You are solely responsible for:

• all inputs, prompts, code, repositories, files, data, content, instructions, materials, and accounts you submit to, connect to, or use with the Service;
• maintaining complete and current backups and version history;
• reviewing, testing, and approving all output and actions;
• implementing appropriate human oversight and safeguards;
• ensuring you have all rights, permissions, and legal authority needed to upload, connect, process, access, record, use, modify, and authorize the Service to interact with any code, repository, account, environment, dataset, file, voice input, system, or content;
• complying with applicable law, export controls, sanctions, trade restrictions, contracts, workplace obligations, confidentiality obligations, repository restrictions, open-source licenses, third-party license terms, intellectual property restrictions, privacy obligations, and security requirements; and
• all consequences of your use of the Service and of any output generated by or through the Service.

You represent and warrant that you will connect only systems, repositories, accounts, tools, content, and environments that you are legally entitled to use and authorize with the Service.

10. Ownership; User Code; Recordings; Service Rights

10.1 Your Code and Repositories

As between you and us, and subject to the rights granted in these Terms, you retain whatever rights you may have in your code, repositories, and other content that you own and lawfully submit to the Service.

10.2 Walk and Code Ownership

We and our licensors own all rights, title, and interest in and to the Service, including all software, interfaces, workflows, orchestration, prompts, prompt structures, tool routing, analytics, logs, datasets, derivative data, improvements, enhancements, model tuning, service output formatting, usage data, recordings, transcripts, compilations, annotations, documentation, trademarks, branding, and all intellectual property rights therein.

To the maximum extent permitted by law, recordings of microphone audio collected through the Service, transcripts, annotations, analytics, derivative data, session data, operational data, and service improvement data are owned by us or our licensors, subject only to any non-waivable rights you may have under applicable law.

10.3 License to Us

You grant us and our affiliates, vendors, contractors, service providers, successors, and assigns a worldwide, non-exclusive, transferable, sublicensable, irrevocable (to the fullest extent permitted by law), royalty-free license to host, store, copy, reproduce, process, transmit, adapt, modify, create derivative works from, analyze, display, perform, use, and otherwise exploit any inputs, prompts, code, repositories, audio, recordings, transcripts, usage data, feedback, and other materials you provide to or through the Service for any purpose related to operating, providing, supporting, securing, enforcing, developing, training, improving, marketing, analyzing, or expanding the Service and our related products, models, technologies, and business.

For clarity, this license includes the right to use such materials for model training, model improvement, service improvement, internal research, quality assurance, analytics, safety, abuse prevention, and future product development, whether or not we are currently doing so.

10.4 Output

Subject to your compliance with these Terms and subject to the rights of third parties and our underlying rights in the Service, as between you and us we assign to you our right, title, and interest, if any, in output generated specifically for you by the Service that directly modifies your code, repositories, or project materials. We do not assign and expressly retain all rights in the Service itself, in our models, systems, workflows, prompts, analytics, derivative data, recordings, transcripts, learnings, and service improvements.

We do not guarantee that any output is unique, protectable, available for exclusive use, non-infringing, or free of third-party claims.

10.5 Feedback

If you provide suggestions, ideas, comments, improvements, or feedback, you grant us a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free right to use them for any purpose without restriction or compensation.

11. Privacy

Your use of the Service is also subject to our Privacy Policy, which may be updated from time to time. If these Terms and the Privacy Policy conflict, these Terms control to the extent of the conflict unless the Privacy Policy expressly states otherwise.

12. Acceptable Use Restrictions

You may not, and may not permit any other person to, use the Service:

1. in violation of any law, regulation, court order, sanctions regime, export control rule, or trade restriction;
2. to create, facilitate, promote, transmit, store, test, improve, or deploy malware, ransomware, spyware, credential theft tools, exploit kits, destructive code, unauthorized access tools, or any illegal or harmful software;
3. to engage in harassment, fraud, deception, abuse, infringement, stalking, impersonation, unlawful surveillance, or any other unlawful, harmful, or wrongful conduct;
4. to process or access systems, code, files, or accounts without proper authorization;
5. to infringe, misappropriate, or violate intellectual property rights, privacy rights, publicity rights, confidentiality rights, or other rights of any person;
6. to reverse engineer, probe, scrape, benchmark, copy, replicate, frame, mirror, or attempt to discover source code, underlying components, security measures, rate limits, access controls, or model behavior except as expressly permitted by us;
7. to bypass, defeat, or circumvent any usage limits, technical restrictions, authentication measures, or safety features;
8. to overload, disrupt, degrade, interfere with, or compromise the Service or any third-party system;
9. to rely on the Service as a substitute for professional advice, legal review, compliance review, security review, or human oversight; or
10. in any manner that we determine, in our sole discretion, is illegal, harmful, abusive, high-risk, inappropriate, or likely to expose us, our users, vendors, or others to liability, harm, disruption, or reputational damage.

We may investigate suspected violations and may suspend or terminate access immediately, report conduct to authorities, cooperate with investigations, preserve evidence, and take any other action we deem appropriate, all in our sole discretion and without liability.

13. Experimental Features

Although the Service is offered in production, some features, integrations, models, workflows, or components may be experimental, newly released, unstable, incomplete, or under testing. Such features are provided entirely at your own risk and may be changed, disabled, or removed at any time without notice or liability.

14. Suspension and Termination

We may suspend, restrict, or terminate your access to the Service, any account, any feature, or any connected integration at any time, with or without notice, for any reason or no reason, including for suspected misuse, nonpayment, risk, legal concerns, technical concerns, security concerns, complaints, account sharing, excessive load, harmful conduct, or violation of these Terms.

You may stop using the Service and cancel your subscription at any time. Cancellation does not entitle you to any refund.

Upon suspension, cancellation, or termination:

• your right to access and use the Service may end immediately;
• we may immediately disable access to your account and connected systems;
• we may delete any account data, stored code, recordings, transcripts, chats, settings, history, and other materials immediately and without liability; and
• we may retain any data as we determine necessary or appropriate for legal, contractual, operational, dispute, fraud, abuse, security, backup, tax, accounting, enforcement, or compliance purposes.

15. Disclaimers

16. Limitation of Liability

17. Release

To the maximum extent permitted by law, you release and discharge the Walk and Code Parties from all claims, demands, causes of action, damages, losses, liabilities, and expenses arising out of or relating to your use of the Service, your reliance on any output, your connected systems or accounts, third-party services, or any action taken or not taken based on the Service.

If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

18. Indemnification

You will defend, indemnify, and hold harmless the Walk and Code Parties from and against any and all claims, demands, actions, proceedings, investigations, damages, judgments, awards, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. your access to or use of the Service;
2. your inputs, code, repositories, files, data, recordings, prompts, instructions, or content;
3. any output generated by or through the Service that you use, share, rely on, deploy, distribute, or cause to be used;
4. your breach of these Terms;
5. your violation of any law, regulation, sanctions regime, export control, contractual restriction, confidentiality obligation, or third-party right;
6. your connection to or use of third-party accounts, systems, repositories, or tools; or
7. any dispute between you and any third party.

We may assume exclusive control of the defense of any matter subject to indemnification by you, and you will cooperate fully with us.

19. Copyright Complaints; DMCA

If you believe content made available through the Service infringes your copyright, you may submit a notice to hello@walkandcode.com with the following information:

• a physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• identification of the copyrighted work claimed to have been infringed;
• identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it;
• your contact information;
• a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
• a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

We may remove or disable access to material alleged to be infringing and may terminate repeat infringers in our sole discretion.

20. Communications; Electronic Notices; Digital-Only Communications

You agree that all notices, disclosures, agreements, records, receipts, updates, legal notices, and other communications between you and us may be provided electronically, including by email, in-product message, posting through the Service, or posting on our website, and that such electronic communications satisfy any legal requirement that communications be in writing.

All communications with us, including legal notices, must be sent digitally to hello@walkandcode.com, unless we specify another digital contact method.

21. Export Controls and Sanctions

You may not access, use, export, re-export, or allow use of the Service in violation of any applicable export control law, sanctions law, or trade restriction. You represent and warrant that you are not located in, ordinarily resident in, organized under the laws of, or owned or controlled by any person located in a country or territory subject to comprehensive sanctions to the extent such use would be prohibited by applicable law, and that you are not identified on any applicable government restricted-party list that would make your use unlawful.

22. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights.

22.1 Informal Resolution First

Before filing any claim, you and we agree to attempt to resolve the dispute informally for at least 30 days. To start this process, the complaining party must send a written notice describing the dispute and requested relief to hello@walkandcode.com. If we cannot resolve the dispute within 30 days after notice is received, either party may initiate arbitration as described below.

22.2 Binding Arbitration

Except for the claims described in Section 22.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and us shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its applicable consumer or commercial arbitration rules, as applicable. The arbitration shall be conducted in California, United States, unless the applicable AAA rules require otherwise or the parties agree otherwise.

The arbitrator, and not any court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable, except that a court of competent jurisdiction may determine issues relating to the enforceability of the class action waiver in Section 22.3.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

22.3 Class Action Waiver; Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE PROCEEDING.

Unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form of class, collective, coordinated, consolidated, representative, or private-attorney-general proceeding.

22.4 Exceptions; Injunctive Relief

Nothing in this Section prevents either party from:

• bringing an individual claim in small claims court if it qualifies;
• seeking temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to prevent or stop actual or threatened misuse of the Service, breach of confidentiality, infringement or misappropriation of intellectual property, circumvention of security or access restrictions, account sharing, fraud, abuse, or other conduct that may cause immediate or irreparable harm; or
• seeking enforcement of an arbitration award in court.

22.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

22.6 Opt-Out

You may opt out of this arbitration agreement only by sending a digital notice to hello@walkandcode.com within 30 days after first accepting these Terms. Your notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, the class action waiver and jury trial waiver shall still apply to the maximum extent permitted by law.

23. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of California, without regard to conflict of laws principles, except to the extent federal law governs the arbitration provisions.

24. Changes to These Terms

We may modify these Terms at any time, in our sole discretion. Updated Terms become effective when posted, unless we state otherwise. By continuing to access or use the Service after updated Terms become effective, you agree to the updated Terms.

25. Publicity

We will not publicly identify you as a customer without your consent, except as required by law or as otherwise permitted by applicable law.

26. Miscellaneous

26.1 Entire Agreement

These Terms, together with any policies or supplemental terms we reference or make available through the Service, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings relating to the Service.

26.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

26.3 No Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

26.4 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without our prior written consent. We may assign, transfer, or delegate these Terms, in whole or in part, at any time without notice or restriction.

26.5 No Third-Party Beneficiaries

Except as expressly stated in these Terms, these Terms do not create any third-party beneficiary rights.

26.6 Force Majeure

We are not liable for any delay, failure, or interruption resulting from causes beyond our reasonable control, including failures of third-party providers, internet outages, infrastructure failures, labor disputes, acts of God, war, terrorism, pandemics, governmental action, civil unrest, or power failures.

26.7 Survival

Any provisions of these Terms that by their nature should survive suspension, cancellation, or termination will survive, including provisions relating to ownership, licenses, recordings, fees owed, disclaimers, limitations of liability, release, indemnification, dispute resolution, arbitration, class action waiver, jury trial waiver, governing law, publicity, and miscellaneous terms.

26.8 Consumer Rights Savings Clause

Nothing in these Terms limits any rights you may have that cannot be waived under applicable law.

27. Contact

For questions, notices, or other communications, contact:

Spenat Labs Inc. (d/b/a Walk and Code)
Email: hello@walkandcode.com