Terms of Service

These Terms of Service ("Terms") are an agreement between you and [LEGAL ENTITY NAME] ("AYOLAB", "we", "us", "our") governing your access to and use of the AYO desktop application, the AYO website at https://heyayo.com, the early-access waitlist, the Free plan, the Pro subscription (including the founders discount), and any related services we provide (together, the "Service").

By creating an account, joining the waitlist, downloading the app, starting a subscription, or using any part of the Service, you accept these Terms. If you do not accept them, do not use the Service.

The Service is offered under two plans:

• Free. The core AYO experience at no cost, subject to feature and usage limits described on the heyayo.com pricing page. The Free plan stays free.

• Pro (paid subscription). Unlocks the full AYO experience, including higher usage limits and Pro-only features described on the heyayo.com pricing page. Pro is offered as a recurring subscription (monthly or annual).

The Service is currently in early access. This means:

• It is beta software. Features may break, change significantly, be added, or be removed at any time without notice.

• There is no formal uptime commitment or service-level agreement during early access. We will work in good faith to keep the Service available and to give notice of major changes.

• Plans, pricing, and feature inclusion may change. If we change the price or the contents of a plan, we will give you notice as described in Section 6 (Payment). Existing Pro subscribers on the founders discount keep their locked-in rate as described in Section 5 (Founders Discount).

We may modify, suspend, or discontinue the Service (or any part of it) at any time. Where we discontinue a paid feature you are using, we will refund the unused portion of your prepaid period on a pro-rata basis.

To use the Service you must:

• be at least 16 years old (or the minimum age of digital consent in your country, whichever is higher);

• be legally able to enter into this agreement, and able to enter into a paid subscription if you choose Pro;

• use AYO only on hardware you own or are authorized to use, in compliance with your employer's or institution's policies if you are using it on a work-managed device;

• not be located in, or a resident of, any country subject to a comprehensive embargo by the jurisdiction in which [LEGAL ENTITY NAME] operates, and not be on any applicable restricted-party list.

To use AYO you create an account. You are responsible for:

• giving us a real, working email you actually check;

• not creating duplicate waitlist entries or duplicate accounts;

• keeping any credentials we issue you (such as a sign-in link or password) confidential;

• promptly telling us if you suspect any unauthorized use of your account or your subscription.

If you joined the early-access waitlist before creating an account, your waitlist entry rolls over into your account and your eligibility for the founders discount is recorded on it (see Section 5).

We may refuse, suspend, or delete any waitlist entry, account, or subscription that we reasonably believe violates these Terms or is being used to abuse the Service.

5.1Pricing.The current price of Pro, the billing intervals (monthly and annual), and the contents of each plan are listed on the heyayo.com pricing page. The price shown there at the time you subscribe is the price that applies to you, subject to the founders discount in Section 5.3.

5.2Trial.If we offer a free trial of Pro, the terms of the trial — its duration, what it includes, and what happens at the end — are stated at the point of sign-up. Unless otherwise stated, a trial converts automatically to a paid subscription at the end of the trial period.

5.3Founders discount.If you joined the early-access waitlist, you qualify for the founders discount on Pro. The discount:

• applies to the standard Pro price published at the time you first start your Pro subscription;

• is locked in for as long as your Pro subscription remains continuously active under the same account (no cancellation, no payment failure that goes unresolved, no plan downgrade);

• is non-transferable to another person or another account;

• lapses if your subscription is cancelled, expires, or is suspended for non-payment, and reverts to the then-current standard price if you resubscribe later.

The exact discount amount and any cap on the discounted period are stated on the heyayo.com pricing page and on your subscription confirmation. Where the page and the confirmation differ, the confirmation controls.

5.4Currency and taxes.Prices are shown in the currency selected at checkout. Prices are exclusive of any applicable sales tax, VAT, GST, or similar tax unless explicitly stated as "tax included". Paddle, as merchant of record, calculates and collects the tax that applies in your jurisdiction and remits it to the relevant authority.

5.5Price changes.For renewals, we may change the standard published price of Pro from time to time. If we change the price that would apply to your subscription, we will give you at least 30 days' written notice by email before the change takes effect. The founders discount follows Section 5.3 — if your subscription stays continuously active under the same account, your discounted rate stays locked in.

6.1Merchant of record.Paddle.com Market Limited ("Paddle") is the merchant of record for all paid AYO subscriptions. Paddle handles checkout, payment processing, billing, invoicing, sales-tax / VAT collection, and refunds. Paddle's name will appear on your card or bank statement. Your payment information is held by Paddle, not by AYOLAB.

6.2Payment authorization.By starting a Pro subscription you authorize Paddle (and the payment networks they use) to charge your selected payment method for the subscription fee, plus any applicable taxes, for each billing period until you cancel.

6.3Auto-renewal.Subscriptions renew automatically at the end of each billing period (monthly or annual) at the then-current price applicable to you (see Section 5.3 for how the founders discount affects this) until you cancel. You can cancel at any time as described in Section 7.

6.4Failed payments.If a payment fails, Paddle will retry the charge over a short window. If the payment cannot be collected, your Pro subscription may be paused or downgraded to Free. The founders discount may lapse as described in Section 5.3.

6.5Receipts and invoices.Paddle issues an automated receipt or invoice for each successful charge to the email on your account. You can request a duplicate at any time from us or directly from Paddle.

6.6Pricing errors.If a price is published incorrectly, we and Paddle may cancel any order placed at the incorrect price and refund any amount already charged.

7.1Cancelling Pro.You can cancel your Pro subscription at any time from your AYO account settings or by emailing hello@heyayo.com. When you cancel:

• the cancellation takes effect at the end of your current paid period;

• you keep Pro access until that period ends;

• your account drops to the Free plan when the period ends;

• the founders discount lapses as described in Section 5.3.

7.2Refunds.Outside any statutory refund right (see 7.3), we generally do not refund partial billing periods. We may refund or pro-rate a payment in genuine good-faith cases, including: (a) a Service outage that materially prevented you from using Pro for a sustained period, (b) duplicate charges, (c) a billing error on our or Paddle's side, or (d) where we discontinue a paid feature you were specifically using. Email hello@heyayo.com to request a refund. Approved refunds are issued by Paddle to the original payment method.

7.3Statutory cooling-off rights.If you are a consumer in a jurisdiction that grants a statutory cooling-off right (for example the EU/EEA or the UK 14-day right of withdrawal for distance contracts), that right applies to your purchase. By starting to use Pro within the cooling-off period you may be agreeing to the loss of that right; where you are, the prompt at checkout will tell you so. To exercise a statutory right, contact us within the applicable period at hello@heyayo.com.

7.4Termination by us.If we terminate your subscription for a violation of these Terms (Section 18), we may, at our discretion, withhold a refund of the unused portion of the period.

7.5Service deprecation refunds.If we permanently discontinue the Pro plan as a whole, we will refund the unused portion of your prepaid period on a pro-rata basis.

Subject to these Terms and your active plan, AYOLAB grants you a personal, limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the AYO desktop application and the Service for your personal use or your own internal business use.

That is the whole license. It does not grant you any right to:

• resell, rent, lease, or sublicense the Service;

• offer the Service to third parties as a hosted or managed service;

• share a single account or subscription across multiple individuals;

• modify, adapt, or create derivative works from the Service (other than customizations the app itself permits);

• reverse engineer, decompile, or disassemble any part of the Service, including the wake-word models, the on-device pipeline, the overlay, or the Memory Map, except to the limited extent that applicable law expressly forbids restricting you from doing so;

• remove or obscure any copyright, trademark, or other proprietary notices;

• use the Service to build a competing product or to benchmark the Service for publication without our written permission.

All rights not expressly granted are reserved.

You agree not to use AYO to do any of the following, or to ask AYO's agent tools to do any of the following on your behalf:

• anything illegal, or anything that would be illegal if you did it directly;

• harass, threaten, defame, or impersonate any person;

• access, damage, or disrupt any system, account, or network you do not have permission to use, or engage in any form of unauthorized scraping, credential stuffing, or denial of service;

• create, distribute, or promote malware, spyware, ransomware, or other hostile code;

• generate or distribute sexual content involving minors, non-consensual sexual content, or content intended to sexually exploit any real person;

• collect personal data about people without a lawful basis, or use AYO to surveil individuals without their consent;

• infringe anyone's intellectual-property rights, or use the Service to do so;

• circumvent any technical safeguard, rate limit, plan-tier restriction, or abuse-prevention measure we put in place, including using multiple accounts or payment methods to evade Free-plan limits.

We may refuse, limit, or remove any content or request that violates this Section 9, or that we reasonably believe violates these Terms or applicable law.

"Your Content" means anything you create with AYO or feed into it — the notes, tasks, reminders, outputs, summaries, the text on your screen that AYO sees, your voice, and the contents of any file AYO reads or edits at your request.

As between you and AYOLAB, you own Your Content. We do not claim any ownership in it.

You grant AYOLAB a narrow, worldwide, royalty-free license to process Your Content only as needed to:

• respond to a specific request you have made (for example: transmitting your question, voice audio, screenshot, or context summary to the sub-processors listed in the Privacy Policy to produce an answer);

• operate, maintain, and secure the Service; and

• comply with the law.

We do not use Your Content to train our models or the models of our sub-processors, except where those sub-processors' default terms apply to transient processing needed to serve your request.

Data AYO stores locally on your computer (the Memory Map, Workspace data, settings) is controlled by you. You can view, edit, and delete it from inside the app at any time.

The Service relies on third-party sub-processors (listed in the Privacy Policy, Section 4: OpenAI, Fish Audio, Anthropic, AWS, Supabase, Vercel, Paddle, and analytics). Your use of those services, through AYO, is subject to their own terms of service and privacy policies. AYOLAB is not responsible for third-party services and does not control them.

If you use AYO's agent tools to interact with other services (GitHub, a shell, a search engine, a productivity app), those interactions are between you and the operator of that service.

AYOLAB and its licensors own the Service and all intellectual-property rights in it, including the AYO name, logo, the animated AYO mark, the wake-word models, the overlay and orb visuals, source code, website copy, and documentation. Nothing in these Terms transfers any of those rights to you, beyond the limited license in Section 8.

"AYO" and "AYOLAB" are trademarks of [LEGAL ENTITY NAME]. You may not use them without our prior written permission, except for fair descriptive uses (for example, telling someone "I use AYO").

If you send us suggestions, bug reports, feature ideas, or other feedback, you grant AYOLAB a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose, including building it into the Service, without any obligation or compensation to you. You do not have to send us feedback — but if you do, this is how it works.

The Service is provided "AS IS" and "AS AVAILABLE".

To the maximum extent permitted by law, AYOLAB disclaims all warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, and any warranty that the Service will be uninterrupted, secure, or error-free.

You use AYO at your own risk. AYO is not:

• a medical, legal, financial, tax, or professional advisor. Any answer that looks like advice is information, not advice. Check with a qualified professional before acting on it.

• a substitute for your own judgment. Its emotion and tone cues are heuristics, not a diagnosis.

• guaranteed to be correct. Language models make mistakes. Treat AYO's output as a draft.

Nothing in this section excludes or limits any warranty, right, or remedy that cannot legally be excluded under applicable consumer-protection law.

To the maximum extent permitted by law:

• AYOLAB, its officers, employees, contractors, and licensors are not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of the Service.

• AYOLAB's total aggregate liability to you, for any and all claims arising out of or relating to the Service or these Terms, is capped at the greater of (a) the total fees you have paid to AYOLAB (through Paddle) in the twelve (12) months before the event giving rise to the claim, or (b) one hundred US dollars ($100).

Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, the limitations above apply only to the extent permitted by law, and nothing in these Terms limits liability for fraud, gross negligence, death, or personal injury, where the law forbids such a limit.

You agree to defend, indemnify, and hold harmless AYOLAB and its officers, employees, contractors, and licensors from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• your use of the Service, including any content or request you send through it;

• any actions AYO takes on your instruction, including agent tasks;

• your violation of these Terms or of any applicable law; or

• your violation of any third-party right, including intellectual-property or privacy rights.

You may stop using the Service at any time by cancelling your subscription as described in Section 7, uninstalling the app, deleting your account, and asking us to remove your waitlist entry at hello@heyayo.com.

We may suspend or terminate your access to all or part of the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, you are using the Service in a way that risks harm to the Service or to other users, your subscription has gone unpaid after reasonable retries, or we are required to do so by law.

On termination:

• the licenses granted to you in Section 8 end immediately;

• your founders discount lapses as described in Section 5.3;

• sections that by their nature should survive termination will survive (including Sections 7, 10, 12, 13, 14, 15, 16, 17, 20, and this Section 18);

• local data on your machine remains on your machine until you delete it or uninstall the app;

• we will delete your account and waitlist entry on request, subject to billing and tax record retention described in the Privacy Policy.

We may update these Terms from time to time. When we make a material change, we will update the "Last updated" date at the top and email anyone with an active waitlist entry, account, or subscription. If you do not agree to the new Terms, stop using the Service and cancel any active subscription. Continuing to use AYO after an update means you accept the updated Terms.

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of [JURISDICTION], without regard to its conflict-of-laws rules.

Before filing any formal proceeding, you agree to try to resolve the dispute informally by emailing hello@heyayo.com and giving us 30 days to respond. If we cannot resolve it that way, any formal proceeding will be brought exclusively in the courts of [JURISDICTION], and you consent to the personal jurisdiction of those courts.

Nothing in this Section 20 prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction, and nothing in it overrides any mandatory consumer-protection forum that applies to you under the law of your country of residence.

• Entire agreement. These Terms, together with the Privacy Policy and any plan-specific terms presented at checkout, are the entire agreement between you and AYOLAB about the Service and replace any earlier agreement on the same subject.

• Severability. If any part of these Terms is found unenforceable, the rest stays in force.

• No waiver. Our failure to enforce any right or provision is not a waiver.

• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor as part of a merger, acquisition, or sale of assets.

• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

• No agency. These Terms do not create any agency, partnership, joint venture, or employment relationship between you and AYOLAB.

Questions about these Terms, your subscription, or your account:

Email: hello@heyayo.com Entity: [LEGAL ENTITY NAME] Address: [COMPANY ADDRESS]

For payment-specific questions (receipts, refunds, invoices, tax), you can also contact Paddle as the merchant of record at https://www.paddle.com/.

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