LOYD / ENTERTAINMENT INTELLIGENCE GROUP, INC.

Welcome to loyd. Please read these Terms of Use ("Terms") carefully, as they govern your access to and use of our website(s), products, services, applications, AI assistant and related tools (collectively, the "Services").

If you have any questions about these Terms or the Services, you can contact us at:

Email: support@loyd.ai

Address: Entertainment Intelligence Group, Inc.
401 Stoner Ave
Los Angeles, CA 90025

These Terms are a binding contract between you and Entertainment Intelligence Group, Inc. d/b/a loyd ("Entertainment Intelligence Group", "EIG", "loyd", "we", "us", or "our").

By accessing or using the Services in any way, you agree to be bound by these Terms. If you do not agree to all of the Terms, you may not access or use the Services.

These Terms include the provisions in this document as well as those in our Privacy Policy and any additional policies, rules or conditions that we may provide for specific features or Services ("Additional Terms"). Additional Terms are incorporated by reference into these Terms.

If you are agreeing to these Terms on behalf of an organization or other entity, you represent and warrant that you are authorized to bind that organization or entity to these Terms. In that case, references to "you" and "your" will refer to that organization or entity.

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. EXCEPT AS PROVIDED BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

PLEASE ALSO READ SECTION 9 CAREFULLY. loyd CAN TAKE ACTIONS IN YOUR NAME, INCLUDING SENDING MESSAGES TO OTHER PEOPLE AND PUTTING EVENTS ON YOUR CALENDAR. SECTION 9 EXPLAINS THE LIMITS ON THAT AUTHORITY AND YOUR RESPONSIBILITY FOR WHAT YOU APPROVE.

1. Changes to the Services

We are constantly improving and evolving the Services. We may add, modify, suspend, or discontinue any part of the Services at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Services.

You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part of them.

2. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on our website at https://www.loyd.ai/ and/or by sending you an email or other notice.

If you do not agree to the updated Terms, you must stop using the Services. If you continue to use the Services after the updated Terms become effective, you are agreeing to the updated Terms.

Except for changes made by us as described here, no other modification of these Terms will be effective unless it is in writing and signed by both you and us.

3. Privacy

Please review our Privacy Policy for information on how we collect, use, store, and disclose information about you, and our subprocessors page for the third parties we rely on to run the Services. Our Privacy Policy is incorporated into these Terms by reference.

By using the Services, you acknowledge that you have read and understand our Privacy Policy.

4. Eligibility: Children

You must be at least the age of majority in your jurisdiction (or have your parent or guardian's consent and supervision) to use the Services.

We do not knowingly collect or solicit personal information from children under 16 years of age. If you are under 16, please do not attempt to register for or use the Services or send any personal information to us.

If we learn that we have collected personal information from a child under 16, we will delete it as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at support@loyd.ai.

5. Your Account and Connected Accounts

To use certain features of the Services, you may be required to create an account and provide certain information, such as your name and contact details. You agree to provide accurate, complete, and up-to-date information and to keep it updated.

You may not:

• Use a name you do not have the right to use
• Use another person's name with the intent to impersonate that person
• Transfer your account to any other person without our prior written permission
• Share your account credentials or allow another person to use the Services as you

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or other security breach.

Connected Accounts

The Services work by connecting to accounts you already have, such as a Google or Microsoft account for email and calendar (each, a "Connected Account"). Email and calendar are granted together as one connection, because loyd needs the context of a conversation in order to schedule against it.

By connecting an account, you authorize us to access, use, and store information from that account, and to take actions in it, for the purpose of providing the Services as described in these Terms and our Privacy Policy. The specific permissions we request, and what each is used for, are itemized at loyd.ai/permissions.

You represent and warrant that you have all rights and permissions necessary to connect any account you use with the Services and to grant us access to the associated data, including under any policy of your employer or any agreement with a client. If you connect an account belonging to an organization, you represent that you are authorized to do so.

You can disconnect a Connected Account at any time in your loyd settings, or revoke our access from the provider's own security settings. Disconnecting removes our ongoing access; it does not by itself undo actions already taken.

6. Organizations and Workspaces

The Services can be used by an individual or by an organization such as a company, agency, or production ("Organization"). If you access the Services through an Organization:

• The Organization controls your access, may add or remove members, and may set what is shared within the workspace
• Records shared at the Organization level are visible to the members the Organization allows, and administrators may be able to view, export, or delete them
• The Organization is responsible for its members' use of the Services and for the instructions it gives us
• If your access is removed or the Organization's agreement ends, you may lose access to data held in that workspace

Where we process personal data on an Organization's behalf, we act as its processor or service provider. Organizations that need a data processing agreement can request one at privacy@loyd.ai. If there is a signed written agreement between us and an Organization covering the Services, that agreement controls over these Terms for that Organization to the extent they conflict.

7. Your Data, Permissions & Restrictions

The Services are designed to help coordinate and manage work, meetings, tasks, deals, and related workflows, including in entertainment industry contexts. When you use the Services, you may provide us with data and content, including:

• Emails, calendar information, and other communications from Connected Accounts
• Contact information and metadata about the people you work with
• Notes, tasks, pipelines, deals, comments, and other records you create, including spreadsheets and other files you import or upload
• Your messages to loyd, and the outputs generated in response

You are responsible for all data and content you provide or make available to us ("User Content"). You represent and warrant that:

• You have all rights, permissions, and consents necessary to provide the User Content to us and for us to use it as described in these Terms
• Your provision of User Content does not violate any law, contract, or third-party right
• Where User Content includes personal information about other people, you have the right to share it and to have us process it

No Sensitive Data

The Services are not intended for, and you agree not to deliberately upload, submit, or store:

• Payment card data or financial account numbers
• Government identifiers such as Social Security numbers, driver's license numbers, or passport numbers
• "Protected health information" or any health data regulated under HIPAA or similar laws
• Data regulated by the Gramm-Leach-Bliley Act or similar financial privacy laws
• Biometric data or precise geolocation data
• Highly sensitive client or confidential information that you are contractually prohibited from sharing
• Any other category of data classified as "sensitive" or similarly regulated under applicable law

We recognize that a mailbox you connect is not something you curate, and that such information may appear in a message loyd reads. That is different from putting it into the Services on purpose, and this restriction is about the latter. Either way, the Services are not designed to safeguard those categories to the standard those laws require, we make no representation that they are, and you are solely responsible for the consequences of providing such data.

You also agree that, when using the Services in connection with third parties (for example, your employer, clients, talent, or partners), you will ensure that you have all necessary consents and rights before exposing their information to the Services.

We may delete any User Content at any time, in our discretion, including to enforce these Terms or comply with law.

8. Permitted and Prohibited Use

You agree not to use the Services, or permit others to use the Services, in any way that:

• Infringes, misappropriates, or violates any third-party rights, including intellectual property or privacy rights
• Violates any applicable law or regulation, including export control, sanctions, anti-spam, wiretapping, or privacy laws
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable
• Sends bulk, unsolicited, or automated messages, or uses loyd to reach people who have not agreed to hear from you
• Uses loyd to impersonate another person, or to hide that a message was assisted by AI where disclosure is required by law
• Jeopardizes the security of your account or anyone else's, including by allowing another person to log in as you
• Attempts to obtain the account or security information of any other user
• Attempts to probe, scan, or test the vulnerability of any system or network, or circumvents or attempts to circumvent any security, approval, rate limit, or authentication measure
• Attempts to make loyd ignore its instructions or its approval steps, including through content designed to manipulate the underlying model
• Crawls, scrapes, or spiders any page, data, or portion of the Services or Content, by automated or manual means, except as permitted by us in writing
• Copies, stores, or uses any significant portion of the Services or Content in a way that is not expressly permitted by these Terms
• Uses the Services, or their outputs, to develop, train, or improve a competing product or any AI or machine learning model
• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services

We may suspend or terminate your access to the Services for any violation or suspected violation of this Section.

9. What loyd Does on Your Behalf

loyd is an assistant that acts, not just a tool that answers. It can read your calendar and the mailboxes you connect, write email in your name, put events on your calendar, update your records, and make bookings such as a restaurant reservation. This Section sets out the authority you grant, the limits on it, and who is responsible for the result.

(a) The authority you grant

By connecting an account and using the Services, you authorize loyd to act as your assistant within the scope of the permissions you granted and the instructions you give. loyd's actions taken within that authority are your actions, and are attributed to you as if you had taken them yourself.

(b) Reads happen without asking; actions in your name do not

loyd reads what it needs in order to answer you, without stopping to ask each time. Actions that commit you to something, such as sending a message to another person, booking an event or reservation, or otherwise acting outwardly in your name, are presented to you first with the specific thing loyd proposes to do, and they run only if you approve them. Your approval binds to that specific proposed action.

Some routine actions inside your own account, such as putting an event on your calendar at a time you already chose, are carried out directly because you already decided them.

(c) Work that continues after the conversation

Some tasks, such as arranging a meeting across several people, take days and continue while you are not watching. During that time loyd may send follow-ups within what you already approved, and it will report back to you. If it needs a new decision, it will ask, and it will ask again rather than act on a stale answer.

(d) Your responsibility

You are responsible for what you ask loyd to do and for what you approve. That includes reviewing a proposed message or booking before approving it, and it includes the consequences of an action you approved, such as a message sent to the wrong person because of an instruction or an approval you gave. Where loyd asks you to confirm, that confirmation is a real decision and not a formality.

(e) Stopping loyd

You may stop loyd at any time by declining a proposed action, disconnecting an account, or contacting us. We may also suspend loyd's ability to send on your behalf, in whole or in part, if we detect a fault, an abuse, or a risk of harm, and we may do so without notice.

(f) Limits

loyd is not authorized to, and you agree not to instruct it to, enter into binding contracts, make payments, transfer funds, make legal or regulatory filings, or make commitments on behalf of a third party. It does not negotiate the substance of a deal for you. Nothing loyd sends is an offer or acceptance on your behalf unless you have separately and expressly agreed with the counterparty that it is.

10. AI Features and Your Responsibility

The Services include features that use artificial intelligence and machine learning models (collectively, "AI Features"), including drafting, summarization, extraction, scheduling suggestions, research, and related functionality.

You understand and agree that:

• AI outputs may be inaccurate, incomplete, or inappropriate, and may not reflect current information or context
• Similar requests may produce different results, and AI Features are not deterministic
• AI outputs are not professional advice of any kind, including legal, financial, tax, medical, or employment advice, and must not be relied on as such
• You are solely responsible for reviewing, verifying, and approving any AI output before acting on it or sending it to third parties
• When loyd searches the web, it retrieves third-party content we do not control and cannot vouch for, and a citation is a pointer to a source rather than a guarantee that the source is correct

Who runs the models

Loyd does not build or operate its own AI models. AI Features run on the commercial APIs of third-party model providers, currently OpenAI and Anthropic, listed on our subprocessors page. We send those providers the conversation and the specific context needed to answer the request, and no more. We may change or add providers, and we will keep that page current.

No training on your content

We do not use your User Content to train, fine-tune, or improve AI or machine learning models, and our agreements with the model providers do not permit them to do so either.

To the extent permitted by law and subject to our Privacy Policy, you grant us a non-exclusive license to use your instructions, User Content, and related context for the limited purposes of:

• Providing and operating the Services, including taking the actions you ask for
• Improving the performance, safety, quality, and reliability of the Services, meaning our own software, prompts, and product, including by reviewing what happened when something failed

That license does not extend to training AI or machine learning models on your User Content.

Important Limitation — Google API Data

Notwithstanding anything to the contrary in these Terms, data received from Google APIs (including Gmail, Google Calendar, and any other Google service you connect) is expressly excluded from the license above. Specifically:

• Data received from Google APIs will never be used to train, fine-tune, or otherwise improve any AI or machine learning model, whether operated by us or by any third party. Because Loyd does not build or operate its own models, no Google API data is retained for model development of any kind.
• Data received from Google APIs will never be used for advertising or advertising-related purposes
• Data received from Google APIs will never be transferred to third parties for their independent use, except as necessary to provide or improve user-facing features of the Services, to comply with applicable law, or in connection with a merger or acquisition as described in our Privacy Policy

Our use of Google API data is governed by our Google API Services User Data Policy compliance disclosure and the Google API Services User Data Policy, including its Limited Use requirements.

We do not claim ownership of the underlying content you provide to us. Subject to these Terms, as between you and us, you own your User Content and any AI-assisted outputs you lawfully create using the Services. AI outputs may not be unique, and similar outputs may be generated for other users.

11. Text Messaging

If you give us your mobile number and choose to use loyd over text message, you consent to receive text messages from loyd at that number, including messages generated automatically, in order to provide the Services and for account and security notices.

• Message frequency varies with your use of the Services
• Message and data rates may apply, and your carrier is not liable for delayed or undelivered messages
• Reply STOP to end messages, and HELP for help
• Consent to text messages is not a condition of purchasing anything

You represent that the number you give us is yours and that you are permitted to receive messages at it. If your number changes or is reassigned, you must update or remove it. Do not use text messaging for urgent or emergency matters.

12. Ownership; License to Use the Services

Except for User Content, all materials, content, and components of the Services, including text, graphics, data, software, prompts, interfaces, designs, logos, and other elements (collectively, "Service Content") are owned by us or our licensors and are protected by intellectual property and other laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Service Content for your own internal business purposes or personal use, as applicable.

You may not:

• Copy, modify, distribute, sell, lease, or create derivative works based on the Services or Service Content
• Remove or alter any copyright, trademark, or other proprietary notices
• Use any trademarks, logos, or branding associated with loyd or Entertainment Intelligence Group without our prior written consent

User Content License to Us

By submitting, posting, or otherwise making User Content available through the Services, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, display, and perform that User Content as reasonably necessary to operate and provide the Services to you and to other users in the same Organization or workspace, if applicable.

You also grant us a non-exclusive, perpetual license to use any feedback, suggestions, or ideas you provide about the Services for any purpose, without compensation to you.

13. Third-Party Services and Integrations

The Services connect to and interoperate with third-party websites, services, products, and content that we do not own or control (collectively, "Third-Party Services"), including email and calendar providers, video conferencing tools, booking and reservation platforms, and other applications.

Your use of a Third-Party Service is governed by that provider's own terms and privacy policy, and it is your responsibility to comply with them. We do not endorse or assume responsibility for any Third-Party Service, and we are not responsible for a Third-Party Service being unavailable, changing its behavior, rate-limiting us, or terminating our access, any of which may cause a feature of the Services to stop working.

When you ask loyd to make a booking or reservation with a Third-Party Service, that provider receives the details needed to make it, the provider's own terms and cancellation policies apply, and a reservation may be held or made through an account we operate rather than one of yours. You are responsible for honoring or cancelling what you asked for.

Your dealings with third parties are solely between you and those third parties. We are not responsible for any loss or damage incurred as a result of any such dealings.

14. Early Access and Beta Features

Loyd is an early-stage product, and parts of the Services are offered as early access, preview, or beta features. Those features may be incomplete, may change or be withdrawn without notice, may not work reliably, and are provided without any service level commitment, warranty, or support obligation. Do not rely on them for anything critical, and keep your own record of anything you cannot afford to lose. We may enable or disable features for particular users, and access to the Services may be limited to invited users.

15. Fair Use and Service Limits

The Services are subject to limits, which we may set and change, on things such as the volume of requests, the number and size of file uploads, how much research or search a user may run in a day, and the amount of storage used. These limits protect the Services and keep costs sustainable, and we may apply them without notice.

You agree not to circumvent them, and not to use the Services in a way that places an unreasonable load on our systems or on a Third-Party Service we connect to. If your use materially exceeds normal use, we may contact you, throttle your use, or suspend access.

16. Fees and Paid Services

Some parts of the Services may be provided free of charge, while others may require payment ("Paid Services").

If you sign up for Paid Services, you agree to pay the fees and charges stated at the time of purchase or subscription, including any recurring subscription fees, taxes, and other charges. We may change our fees from time to time, and we will provide notice of changes as required by applicable law.

We use a third-party payment processor (currently Stripe) to process payments. Your use of the payment processor may be subject to its terms and privacy policy. We are not responsible for any errors or acts or omissions by any payment processor.

Unless stated otherwise:

• Subscription fees are billed in advance of the applicable subscription period
• Subscriptions will automatically renew at the end of each subscription term at the then-current rate unless you cancel through your account settings or we notify you otherwise
• Except where required by law or expressly stated by us, fees are non-refundable

You must provide current, complete, and accurate billing information and promptly update it if it changes. If your payment method fails, we may suspend or terminate your access to Paid Services.

17. Termination

You may stop using the Services at any time. You may request closure of your account by contacting us at support@loyd.ai. Please refer to our Privacy Policy for how we handle your personal data after account closure.

We may suspend or terminate your access to the Services or your account at any time, with or without notice, if we believe:

• You have violated these Terms or applicable law
• Your use of the Services creates risk or possible legal exposure for us or others
• We are required to do so by law

Account termination may result in the deletion of some or all User Content associated with your account. We may, but are not required to, retain or restore User Content. Terminating your account does not undo actions loyd already took at your direction, such as a message already sent or an event already created.

Sections of these Terms that by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnity, and arbitration provisions) will survive any termination.

18. Disclaimer of Warranties

To the fullest extent permitted by law, the Services and all Service Content, AI Features, and outputs are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory.

Without limiting the foregoing, we disclaim any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, secure, or error-free, or that any defects will be corrected. We do not warrant the accuracy, completeness, or reliability of any content or AI outputs provided through the Services, that any message, meeting, or booking will be sent, arranged, or completed correctly or at all, or that any third-party service the Services depend on will remain available.

You use the Services and any outputs or information obtained through the Services at your own discretion and risk.

19. Limitation of Liability

To the fullest extent permitted by law, in no event will Entertainment Intelligence Group, its affiliates, licensors, or service providers, or their respective directors, officers, employees, agents, or representatives (collectively, the "Company Parties") be liable to you or any third party for: any indirect, incidental, special, consequential, or punitive damages; any loss of profits, revenue, business opportunity, goodwill, data, or other intangible losses; any cost of substitute goods or services; or any damages arising from an action loyd took, failed to take, or took incorrectly, or from any message, meeting, booking, or record affected by it — arising out of or in connection with these Terms or your access to or use of, or inability to access or use, the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by law, the Company Parties' total liability to you for all claims arising out of or relating to these Terms or the Services will not exceed the greater of: the amounts you have paid to us for use of the Services in the twelve (12) months prior to the event giving rise to the claim, or one hundred U.S. dollars (US $100).

Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such jurisdictions, some of the above disclaimers, exclusions, or limitations may not apply to you to the extent prohibited by law.

20. Indemnification

You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: your access to or use of the Services; your User Content; the instructions you give loyd and the actions you approve; your violation of these Terms or any applicable law; or your violation of any third-party right, including any intellectual property or privacy right.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

21. Governing Law

These Terms and any dispute arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, and the Federal Arbitration Act, as applicable.

22. Arbitration Agreement and Class Action Waiver

Please read this Section carefully. It requires you to arbitrate certain disputes and limits how you can seek relief from us.

(a) Agreement to Arbitrate

You and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") will be resolved by binding individual arbitration, except that each party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property rights.

(b) Arbitration Rules and Forum

Arbitration will be administered by JAMS in accordance with its applicable rules (including the JAMS Streamlined Arbitration Rules and Procedures) then in effect, except as modified by this Section.

The arbitration will be conducted by a single arbitrator in Los Angeles County, California (or another location mutually agreed by the parties), in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

(c) Small Claims Court

Either party may bring an individual action in small claims court in Los Angeles County, California or any U.S. county where you live or work, if the action is within the jurisdiction of the small claims court.

(d) Waiver of Jury Trial

You and we waive any right to a jury trial in any dispute, whether in court or arbitration.

(e) Class and Representative Action Waiver

You and we may bring claims against each other only on an individual basis and not as plaintiff or class member in any purported class or representative action.

Unless you and we agree otherwise, the arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

If this class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that claim or request) must be brought in court and not in arbitration.

(f) Opt-Out

You may opt out of this arbitration agreement by sending written notice of your decision to opt out to: Entertainment Intelligence Group, Inc., 401 Stoner Ave, Los Angeles, CA 90025, within thirty (30) days of first accepting these Terms. Your notice must include your name, address, the email address associated with your account, and a clear statement that you want to opt out of arbitration.

23. Miscellaneous

These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior and contemporaneous agreements, proposals, or communications, whether oral or written, relating to the Services.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign or transfer these Terms at any time without restriction.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including outages or changes at a Third-Party Service or model provider the Services depend on.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms or your use of the Services.

Except as expressly stated in Section 22 (Arbitration Agreement) concerning third-party beneficiaries (our personnel), there are no third-party beneficiaries to these Terms.