The agreement that governs use of this website and the LouDNAi Services.

Acceptance & scope

By accessing or using the website at loudnai.ai, the LouDNAi customer portal, the LouDNAi Services, or by entering into any LouDNAi Statement of Work, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not access or use the website or Services.

These Terms constitute a binding agreement between you and LouDNAi, Inc. ("LouDNAi," "we," "us"), a Delaware corporation. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

Specific Services have additional terms (the MSA, the BAA, the DPA). Where there is conflict between these public Terms and an executed agreement, the executed agreement controls for the customer that signed it.

Services & agreements

LouDNAi offers three productized service tiers:

• Operational DNA Scan — a 21-day diagnostic for $9,500 fixed-fee. Detailed at /operational-dna-scan.html.
• Instant Agent — a single named agent deployed in 14 days for $7,500 fixed-fee. Detailed at /instant-agent.html.
• Agent Fleet — three to five named agents with continuous monitoring at $4,500+/month. Detailed at /agent-fleet.html.

Each engagement is governed by a signed SOW that incorporates the LouDNAi MSA by reference. Healthcare engagements processing PHI additionally require an executed BAA. EU customer engagements require an executed DPA. Sample MSA, BAA, and DPA documents are available on request to legal@loudnai.ai.

Account & user obligations

To access the LouDNAi customer portal or use deployed agents, you must maintain an account in good standing. You agree to:

• Provide accurate, current, and complete account information.
• Maintain the security of your authentication credentials.
• Notify LouDNAi immediately at security@loudnai.ai of any unauthorized access or security incident.
• Be responsible for all activity occurring under your account.
• Comply with all applicable laws and regulations in your use of the Services.
• Not share account credentials, authentication tokens, or session cookies with third parties.

Acceptable use

You agree NOT to use the LouDNAi website or Services to:

• Violate any law, regulation, or third-party right.
• Generate content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of privacy.
• Distribute malicious code, viruses, ransomware, or any technology designed to disrupt LouDNAi systems or third-party systems.
• Attempt to gain unauthorized access to any LouDNAi system, customer tenant, or sub-processor system.
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except where expressly permitted by law.
• Use the Services to develop a competing AI agent product or service.
• Resell, sublicense, or redistribute access to the Services without prior written consent.
• Generate content used to make medical, legal, financial, or life-safety decisions without human review by an appropriately licensed professional.
• Use the Services in violation of US export control laws or in jurisdictions subject to US sanctions (Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, Donetsk and Luhansk regions, and Sudan).

LouDNAi reserves the right to suspend or terminate access for violation of acceptable use, with notice where reasonable and operationally feasible.

Fees & payment

Fees are set forth in the applicable SOW or order form. LouDNAi's standard payment terms:

• Fixed-fee engagements (DNA Scan, Instant Agent): 50% upfront on contract execution, 50% on delivery.
• Recurring engagements (Agent Fleet): monthly billing in advance, Net-15 payment terms.
• Late payment: 1.5% monthly interest on overdue balances, plus reasonable collection costs.
• Auto-renewal: Fleet engagements after the 6-month minimum term auto-renew month-to-month with 30 days written notice for cancellation.
• Taxes: fees exclude applicable sales, use, value-added, withholding, or other taxes; Customer is responsible for taxes other than those imposed on LouDNAi's net income.
• Refunds: non-refundable except as expressly stated in the SOW or required by applicable law.

The DNA Scan fee ($9,500) is fully credited toward Agent Fleet billing if Customer signs a Fleet engagement within 60 days of dossier delivery. Credit applies as a deduction against Fleet invoices until exhausted.

Intellectual property

LouDNAi's IP

LouDNAi retains all right, title, and interest in and to the LouDNAi Services, including the agent archetypes, the eval suites, the prompt scaffolding, the orchestration framework, and any improvements or derivatives thereof. Customer is granted a non-exclusive, non-transferable, revocable license to use the Services solely for Customer's internal business operations during the term of the SOW.

Customer IP

Customer retains all right, title, and interest in and to its data, content, and configurations. Customer grants LouDNAi a non-exclusive, royalty-free license to use Customer Data solely as necessary to provide the Services. LouDNAi will not use Customer Data to train models that benefit other customers.

Customer feedback

If Customer provides feedback, suggestions, or feature requests regarding the Services, LouDNAi may incorporate such feedback into the Services without obligation or compensation. Customer represents that any feedback is provided voluntarily and is not Customer's confidential information.

Third-party IP

The Services use third-party software and AI models (see the sub-processor list at /legal/subprocessors.html). Customer's use of the Services is subject to the terms applicable to those third parties to the extent passed through. LouDNAi makes commercially reasonable efforts to maintain those terms in good standing.

AI outputs & customer review

No professional advice

LouDNAi does not provide medical, legal, financial, tax, or other professional advice. AI outputs in regulated domains (Healthcare, Financial, Legal) require review and approval by appropriately licensed professionals before any decision is made affecting a patient, client, or transaction.

Human-in-the-loop gates

The Services enforce in-code human-in-the-loop (HITL) gates on the following actions: patient charting, prior authorization submissions, contract execution, financial transactions, legal advice, tax filings, and any communications that materially commit the Customer or its end-users to action. These gates cannot be disabled by Customer configuration.

Customer responsibility for downstream use

Customer is responsible for its lawful use of AI outputs, including compliance with applicable AI laws (EU AI Act, Colorado AI Act, NYC bias audit law, and other applicable jurisdiction-specific AI regulations). LouDNAi provides the technical and contractual scaffolding; downstream use is Customer's responsibility.

Confidentiality

Each party agrees to: (a) use the other party's Confidential Information solely to perform under the SOW, (b) protect Confidential Information using the same degree of care as it uses for its own confidential information of like kind (and in no event less than reasonable care), (c) not disclose Confidential Information to third parties except permitted sub-processors and professional advisors under confidentiality obligations.

Confidentiality obligations survive termination for three years (perpetual for trade secrets). Information that becomes publicly known through no breach, was independently developed, or is required to be disclosed by law (with notice to the disclosing party where lawful) is excluded.

Warranties & disclaimers

LouDNAi warranties

LouDNAi warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. LouDNAi warrants that it has the right and authority to enter into the SOW and provide the Services.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE EXECUTED MSA/SOW, THE LOUDNAI SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LOUDNAI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LOUDNAI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR FIT FOR ANY PARTICULAR PURPOSE.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LOUDNAI UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this section do not apply to: (a) Customer's payment obligations, (b) breaches of confidentiality obligations, (c) infringement of the other party's intellectual property rights, (d) gross negligence or willful misconduct, (e) indemnification obligations, or (f) any liability that cannot be excluded by applicable law.

Indemnification

By LouDNAi

LouDNAi will defend Customer against any third-party claim alleging that the LouDNAi Services, as provided by LouDNAi and used by Customer in accordance with these Terms and the SOW, infringe such third party's intellectual property rights, and will pay damages and costs finally awarded against Customer or agreed in settlement. LouDNAi's indemnification obligations exclude claims arising from (a) Customer Data, (b) Customer's modifications to the Services, (c) Customer's combination of the Services with non-LouDNAi products, or (d) Customer's use of the Services in violation of these Terms.

By Customer

Customer will defend LouDNAi against any third-party claim arising from (a) Customer Data, (b) Customer's use of AI-generated outputs, including any downstream decisions made on the basis of such outputs, (c) Customer's violation of applicable laws or regulations, including AI-specific laws, (d) Customer's breach of these Terms or the SOW, or (e) Customer's combination of the Services with non-LouDNAi products. Customer will pay damages and costs finally awarded against LouDNAi or agreed in settlement.

Procedure

The indemnified party must (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement requires admission of liability or payment by the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

Term & termination

These Terms take effect when you first access the website or Services and continue until terminated. Customer-specific engagements are governed by the SOW.

Termination for convenience

Fixed-fee engagements: non-refundable after 50% deposit; Customer may cancel before deposit clears with no liability beyond expenses already incurred. Fleet engagements: 6-month minimum term, then 30-day notice for cancellation.

Termination for cause

Either party may terminate the SOW immediately upon written notice if the other party (a) materially breaches these Terms or the SOW and fails to cure within 30 days of notice, (b) becomes insolvent, files for bankruptcy, or has a receiver appointed, or (c) ceases doing business.

Effect of termination

Upon termination: (a) Customer's right to use the Services ends immediately, (b) LouDNAi will delete Customer Data within 30 days of termination unless legally required to retain (deletion certificate available on request), (c) Customer remains responsible for fees accrued through the effective termination date, (d) provisions that by their nature should survive termination — including IP, confidentiality, warranties, liability cap, indemnification, governing law — survive.

Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any action arising under these Terms.

Before filing any legal action, the parties will attempt to resolve disputes informally for at least 30 days through good-faith discussion at the executive level. Subject to applicable law, claims may be subject to binding arbitration on mutual agreement of the parties.

Customer waives any right to participate in a class action against LouDNAi to the maximum extent permitted by applicable law.

Changes to these Terms

LouDNAi may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and (where Customer has provided contact information) communicated by email at least 30 days in advance of taking effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For signed customers, the executed MSA controls over these Terms; modifications to the MSA require mutual written agreement between the parties.

Contact us

Legal notices, contract requests, dispute notifications: legal@loudnai.ai

Security inquiries: security@loudnai.ai

General inquiries: hello@loudnai.ai

Postal address: LouDNAi, Inc. — address to be appended on entity formation completion.