Terms of Service

These Terms of Service ("Terms") are an agreement between Layercode, Inc. ("Layercode", "we", "us", or "our") and you or the organization you represent ("Customer", "you", or "your"). They govern your use of Toyo AI and all related tools, documentation, and services (the "Services"). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you are agreeing to these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not have that authority, do not agree to these Terms.

1. Definitions

"Agent" means the AI-powered software that operates within your Environment to perform tasks on your behalf.

"Customer Content" means all data, files, databases, conversations, voice recordings, transcripts, configurations, and other content that you or your Agents create, upload, or store within your Environment.

"Environment" means the isolated virtual machine, databases, filesystem, and associated infrastructure provisioned for your organization.

"Outputs" means any content, code, text, data, or other materials generated by the Agent in response to your inputs or instructions.

"Connected Services" means third-party services (such as Google, Salesforce, Slack, GitHub, or Microsoft 365) that you authorize the Agent to access on your behalf.

"Usage Data" means metadata about how you interact with the Services, including session data, task records, and token consumption metrics.

2. The Services

Toyo is an Agent Native Work OS. You describe work in plain language, and AI Agents perform tasks, build tools, and operate within a unified Environment. The Services include:

• An isolated virtual machine and workspace for your organization
• AI Agent capabilities powered by third-party models
• A web browser, filesystem, and databases accessible to your Agents
• OAuth integrations with third-party services
• Scheduled agent tasks, webhooks, and workflow automation
• Voice interactions, including onboarding and in-app calls with AI
• A web-based interface for interacting with Agents, managing tasks, and configuring your Environment

The Services are provided on an "as is" and "as available" basis. We may update, modify, or discontinue features at any time without notice at our sole discretion.

3. Accounts and Eligibility

3.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business use only.

3.2 Account registration

You must provide accurate and complete information when creating your account. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account, including actions taken by Agents.

3.3 Organizational accounts

If you create an account on behalf of an organization, that organization is the Customer. Multiple users within the same organization share a single Environment. You are responsible for ensuring that all users within your organization comply with these Terms.

3.4 Access

We may operate a waitlist and grant access to the Services at our sole discretion. Being on the waitlist does not guarantee access or any particular timeline for access.

4. Agent Actions and Your Responsibilities

By using the Services, you acknowledge that you understand and agree that Agents can take real actions with real consequences.

4.1 Agents act on your behalf

When you use the Services, you direct Agents to perform tasks. Agents operate within your Environment and, where you have granted access, within Connected Services. Actions taken by Agents will be treated as actions taken by you and you accept responsibility for these actions.

4.2 Human-in-the-loop

By default, Agents request your approval before taking actions that may have significant or unintended consequences (e.g., sending messages, modifying data in Connected Services, running commands). You control how much autonomy your Agents have. If you choose to expand Agent autonomy, you accept responsibility for the actions your Agents take without your explicit approval.

4.3 Nature of AI

AI systems are inherently unpredictable. Agents are powered by probabilistic models that may produce errors, take unintended actions, or handle data in unexpected ways. By using the Services, you acknowledge and accept the inherent risks of AI-assisted operations, including the possibility that Agents may share, modify, or delete data in ways you did not intend. You are the human in control of the Agent, and you are responsible for monitoring its actions and correcting errors.

4.4 Your obligation to review

You are responsible for reviewing Agent actions and Outputs before relying on them. Agents may produce content that is inaccurate, incomplete, or inappropriate. You should independently verify any factual claims, calculations, code, or recommendations before using them in your business operations.

4.5 Connected Services

When you authorize the Agent to connect to third-party services via OAuth, you grant the Agent permission to read, write, and take actions within those services on your behalf. You acknowledge that:

• You are responsible for the permissions you grant and the actions your Agent takes within Connected Services.
• We are not responsible for any data loss, unauthorized modifications, sent communications, or other consequences resulting from Agent actions within Connected Services.
• The terms of service of each Connected Service also apply to your use. You are responsible for ensuring that your use of Agents within those services complies with their terms.
• You can revoke Agent access to any Connected Service at any time.

4.6 Internet access

Agents have internet access through their virtual machine, including a web browser. This enables web research, data enrichment, and interaction with web-based services. Agents may visit websites, submit forms, and interact with web content on your behalf. You are responsible for ensuring these activities comply with applicable laws and the terms of the websites being accessed.

4.7 Voice interactions

All voice interactions with Toyo, including onboarding calls and in-app voice communications, are recorded and transcribed. Recordings and transcripts are stored as part of your Customer Content. By using voice features, you consent to this recording and acknowledge that it is necessary for the Services to function. You are solely responsible for informing any third parties who may be present during a voice interaction that the call is being recorded, where required by applicable law.

5. Customer Content and Intellectual Property

5.1 Your content

You retain ownership of your Customer Content. We do not claim ownership of any data, files, or other content you create or store within your Environment.

5.2 License to us

You grant us a worldwide, non-exclusive license to host, process, transmit, and display your Customer Content solely as necessary to provide and improve the Services.

5.3 Agent Outputs

You own the Outputs generated by your Agents, subject to the following:

• Outputs are generated by third-party AI models. We make no representations about whether Outputs are protectable under intellectual property laws.
• Outputs may be similar to outputs generated for other customers using the same underlying models. We do not guarantee uniqueness.
• You are responsible for ensuring that your use of Outputs complies with applicable laws, including, but not limited to, intellectual property laws.

5.4 Use of data to improve Services

Your Customer Content and interactions with the Services, including text and audio, may be used to improve Toyo and the AI models that power it. Our third-party AI providers may also use data processed through their APIs to improve their models, subject to their own terms. We take reasonable steps to request that our providers do not use your data for model training, but we cannot guarantee compliance by all providers in all cases. See our Privacy Policy at toyo.ai/privacy for details.

5.5 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, worldwide, royalty-free license to use that feedback for any purpose without any obligation to you.

5.6 Our intellectual property

We retain all rights to the Services, including our software, infrastructure, documentation, and branding. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services as described here.

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights.
• Generate, store, or distribute content that is illegal, harmful, defamatory, or promotes violence or discrimination.
• Attempt to gain unauthorized access to our systems, other customers' Environments, or any infrastructure supporting the Services.
• Reverse engineer, decompile, or attempt to extract the source code or underlying models of the Services.
• Use the Services to develop a competing product or to benchmark the Services for competitive purposes without our written consent.
• Circumvent any security measures, access controls, or rate limits.
• Use the Agents to send spam, conduct phishing, or engage in any form of automated abuse.
• Use the Services in a way that could harm, disable, or impair the Services or interfere with other customers' use.
• Misrepresent Agent-generated content as human-generated where laws or regulations require disclosure of AI involvement.

We reserve the right to suspend or terminate your account if we determine, in our sole judgment, that you have violated this section.

7. Fees and Billing

7.1 Subscription and usage fees

The Services include a base subscription fee and usage-based pricing for Agent compute (AI processing consumed by your Agents). Current pricing is available at toyo.ai/pricing or as communicated to you directly. We may also offer optional professional services engagements under separate terms.

7.2 Payment

Fees are billed in advance for the subscription period. Usage fees are billed in arrears based on actual consumption. Payment is due within 30 days of invoice unless otherwise agreed. All fees are in US dollars unless otherwise stated.

7.3 Price changes

We may change our pricing with written or published notice. Price changes take effect at the start of your next billing period after the notice is published or sent, whichever is earlier.

7.4 Taxes

Fees do not include taxes. You are responsible for all applicable taxes regardless of whether they appear on your invoice or are collected at the time of payment, except for taxes based on our net income.

7.5 Late payment

If payment is overdue, we may suspend access to the Services after providing 10 days' written notice. Suspension does not relieve you of your obligation to pay outstanding amounts.

8. Confidentiality

Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own confidential information (but no less than reasonable care). "Confidential Information" means information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction.

Your Customer Content is your Confidential Information. We will only access or use it as necessary to provide the Services, as described in our Privacy Policy, or as you direct.

All communication between you and us during any non-public beta period is considered Confidential Information.

9. Privacy and Data Protection

Our collection and use of personal information is described in our Privacy Policy at toyo.ai/privacy, which is incorporated into these Terms by reference.

When we process Customer Content on your behalf, we act as a data processor. When we process your account and usage information, we act as a data controller.

If you require a Data Processing Agreement for GDPR or other regulatory compliance, contact privacy@toyo.ai.

A current list of our sub-processors is available upon request by emailing privacy@toyo.ai.

10. Data Breach Notification

In the event of a confirmed security breach involving unauthorized access to Customer Content by an external actor, we will notify affected customers and relevant authorities as required by applicable law. For customers subject to GDPR, this means notification within 72 hours of becoming aware of the breach. Notification will include the nature of the breach, the categories of data affected, and the steps we are taking in response.

Unintended data handling resulting from Agent actions (such as an Agent sharing data with an unintended recipient) is not considered a security breach under this section. Risks associated with AI Agent behavior are addressed in Section 4.3.

11. Third-Party Services and Models

11.1 AI model providers

The Services use third-party AI models. We do not develop or control these models. Changes to third-party models may affect the quality, behavior, or capabilities of Agent Outputs. We are not liable for the actions, omissions, or policies of third-party model providers and you waive any claims against us for changes made by third-party model providers.

11.2 Infrastructure providers

The Services run on third-party infrastructure. We are not liable for outages, data loss, or service disruptions caused by our infrastructure providers, though we will use commercially reasonable efforts to minimize such disruptions. By using the Services, you acknowledge this and you waive any claims against us for any issues caused by third-party infrastructure providers.

11.3 Connected Services

Your use of Connected Services is governed by those services' own terms. We facilitate the connection but are not a party to your relationship with those services.

12. Service Availability

We aim to keep the Services available and reliable, but we do not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. We will provide reasonable notice for planned maintenance when possible.

We may impose usage limits or rate limits to maintain service quality for all customers.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• Agent Outputs will be accurate, complete, reliable, or error-free.
• Agent actions will always perform as intended or produce the desired results.
• The Services will meet your specific requirements.
• The Services will be uninterrupted, timely, secure, or free of viruses or other harmful components.
• Data processed by Agents will be handled exactly as intended in all cases.

13.1 AI-specific disclaimers

You acknowledge that:

• Agents are powered by probabilistic AI models that may produce errors, hallucinations, or unexpected behavior.
• Agent Outputs do not constitute professional advice of any kind, including legal, financial, medical, or tax advice.
• The underlying AI models may change over time, which may affect the quality or characteristics of Outputs.
• Similar inputs may produce different Outputs at different times.
• Agents with internet access may interact with third-party websites and services in ways that are difficult to fully predict or control.
• Agents may handle, transmit, or expose data in unintended ways as a result of model behavior, and this is an inherent risk of using AI-powered services.

14. Limitation of Liability

14.1 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.2 Exclusion of consequential damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THESE TERMS, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Agent actions

WITHOUT LIMITING THE ABOVE, WE ARE NOT LIABLE FOR ANY DAMAGES RESULTING FROM ACTIONS TAKEN BY AGENTS WITHIN YOUR ENVIRONMENT OR CONNECTED SERVICES, INCLUDING BUT NOT LIMITED TO DATA LOSS, DATA EXPOSURE, UNAUTHORIZED MODIFICATIONS, SENT COMMUNICATIONS, UNINTENDED SHARING OF PERSONAL OR CONFIDENTIAL INFORMATION, OR ANY OTHER CONSEQUENCES OF AGENT BEHAVIOR. AI SYSTEMS ARE INHERENTLY UNPREDICTABLE. YOU ARE THE HUMAN IN CONTROL OF THE AGENT. YOU ARE RESPONSIBLE FOR REVIEWING AND APPROVING AGENT ACTIONS AND FOR ANY CONSEQUENCES OF AGENT ACTIONS YOU APPROVE, DIRECT, OR ALLOW TO PROCEED AUTOMATICALLY.

14.4 Exceptions

The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) your payment obligations; or (d) liability that cannot be limited under applicable law.

15. Indemnification

15.1 Your indemnification

You will indemnify, defend, and hold harmless Layercode and our officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your Customer Content; (c) actions taken by Agents on your behalf, including within Connected Services; (d) your violation of these Terms; or (e) your violation of any applicable law or third-party rights.

15.2 Our indemnification

We will indemnify, defend, and hold harmless you from any third-party claims that the Services (excluding Customer Content, Outputs, and third-party components) infringe that third party's intellectual property rights, provided you give us prompt notice, reasonable cooperation, and sole control of the defense.

16. Term and Termination

16.1 Term

These Terms are effective when you first access the Services and continue until terminated.

16.2 Termination by you

You may terminate these Terms at any time by deleting your account. Deletion triggers our automated account deletion process, which permanently removes your Environment, all Customer Content, conversations, databases, files, and connected service tokens. This process is irreversible. We recommend exporting your data before deleting your account.

16.3 Termination by us

We may suspend or terminate your access to the Services if: (a) you breach these Terms; (b) your payment is overdue (after the notice period in Section 7.5); (c) we are required to do so by law; or (d) we reasonably determine that your use poses a security or business risk to the Services or other customers. Where possible, we will provide notice and an opportunity to cure before termination.

16.4 Inactive accounts

Accounts with no login activity for 12 months may be deleted. We will notify you by email before any deletion occurs, giving you 30 days to log in and retain your account. If no action is taken, the account and all associated data will be permanently deleted.

16.5 Data retention

Agent session data (conversation histories and related metadata) is retained for up to 12 months from creation. Sessions older than 12 months may be automatically deleted. See our Privacy Policy for full retention details.

16.6 Effect of termination

Upon termination: (a) your right to access the Services ends immediately; (b) your Customer Content is deleted per our account deletion process; (c) you remain liable for any outstanding fees; and (d) Sections 5 (IP), 8 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 18 (General) survive termination.

16.7 Wind-down

In the event that we discontinue the Services entirely, we will provide at least thirty (30) days' notice to provide you an opportunity to export your data and transition to alternative solutions.

17. Changes to These Terms

We may update these Terms from time to time. We will provide at least ten (10) days' notice for material changes, either via email or through publishing the changes either on our website or through the Services. Continued use of the Services after the notice period constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate your account before the changes take effect.

18. General Provisions

18.1 Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.

18.2 Dispute resolution

Any disputes arising from these Terms will be resolved exclusively in the state or federal courts located in Delaware. Both parties consent to the personal jurisdiction of these courts.

18.3 Assignment

Neither party may assign these Terms without the other party's written consent, except that either party may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor assumes all obligations under these Terms.

18.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

18.5 Entire agreement

These Terms, together with our Privacy Policy at toyo.ai/privacy and any order forms or statements of work executed between the parties, constitute the entire agreement between you and us regarding the Services. They supersede all prior agreements and understandings.

18.6 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

18.7 Force majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, or internet or infrastructure failures.

18.8 Notices

Notices to us should be sent to privacy@toyo.ai. We may send notices to the email address associated with your account.

18.9 Export compliance

You agree to comply with all applicable export control and sanctions laws. You represent that you are not located in a country subject to a US government embargo and that you are not on any US government restricted party list.

19. Contact Us

Legal and Privacy inquiries may be emailed to privacy@toyo.ai