This schedule is one half of the agreement for GroundSlate. The other half is the COEY Master Terms, which carry the licence grant, the liability cap and the arbitration clause. Read them together.

Schedule 1: GroundSlate

Last updated: 3 September 2026

This Schedule forms part of the COEY Master Terms and, together with them, is the Agreement between you and Royler, LLC, d/b/a COEY for the GroundSlate application. Capitalised terms not defined here have the meaning given in the Master Terms. Where this Schedule cannot be reconciled with the Master Terms, this Schedule governs, for GroundSlate only. See Section 23.2 of the Master Terms.

PLEASE NOTE:

Section S2 imposes obligations on you regarding faces and biometric data in the media you process, including other people's.
Section S3 describes what an AI assistant connected to GroundSlate can see and send onward.
Section S5 governs media you generate, including the voices, faces, and likenesses in it.

S1. The Software

"Software" means, for this Schedule, the GroundSlate application for macOS, including its bundled server software, tools, templates, and documentation, and any update or new version COEY makes available to you.

Permitted installations. A paid license permits one (1) Mac running the full Software, plus one (1) additional Mac running the Software in bridge mode, connecting to the first. A license offered at no charge permits one (1) Mac running the full Software and no bridge Mac. Every machine must be one you own or control, and you must be the only person who uses them. Further bridge Macs are sold as an addition to an existing paid subscription, and a further Mac running the full Software requires its own license.

What each license includes. GroundSlate is offered on two terms, and this paragraph is the whole of the difference between them.

A license offered at no charge, under Section 3.7 of the Master Terms, has no fee and no term. It permits the one Mac above, and it covers the full application and the whole of its tool interface. It holds up to 2,500 items in its catalog, up to two (2) watch folders, and one (1) profile, and renders you make under it carry a COEY mark.

A paid subscription removes those three limits, adds the bridge Mac, and produces renders without the mark. Additional bridge Macs are sold as an addition to it.

The COEY mark named here is a visible mark composited into the picture when the render is made. It is not the provenance record Section S5.6 describes, it is not a content credential, and it does nothing to say whether what you made is synthetic.

COEY may soften any of those limits without amending this Schedule, because they are numbers the Software is told rather than numbers built into it, and softening a limit takes nothing away. Tightening one, or adding a new one, is an amendment to this Schedule.

When a paid subscription ends. If a paid subscription is cancelled, refunded, or simply not renewed, the Software keeps running under Section 3.3 of the Master Terms, on the terms of the license offered at no charge above. The three limits apply again to what you add from then on, the bridge Mac stops being covered, and renders you make from then on carry the mark.

Nothing you already have is taken away. A catalog already larger than the limit is not truncated, nothing is un-indexed or deleted, files you have already rendered are not changed or marked afterwards, and your media stays where you put it. The limits stop growth and reach nothing else.

A failed renewal payment is not a cancellation. Your subscription keeps every entitlement above for fourteen (14) days after the payment was due, so a card problem does not put the mark back while you fix it.

Where it runs, and what COEY receives. GroundSlate runs on your own Mac. Your Content is held on computers and storage you control: there is no COEY-hosted library and no synchronisation of Your Content to COEY.

GroundSlate is local-first: indexing, transcription, face recognition, and rendering run on your own computer.

COEY does not receive, host, or have access to Your Content, and does not receive Biometric Data, transcripts, or location data, through any mechanism in the Software. Sections 10.1 and 13 of the Master Terms both leave this question to the Schedule, because COEY may offer hosted products for which the answer is different. For GroundSlate it is answered here, in terms, and Section 1.3 of the Master Terms makes a Schedule an operative part of the Agreement rather than a gloss on it.

Nothing in the COEY Privacy Policy, the GroundSlate Privacy Supplement, or any other document COEY publishes narrows this paragraph. It is a term of this Agreement and only an amendment to this Schedule can change it. Section 17.5 keeps it alive after termination or expiry.

The Software does not require a network connection to run once it is activated. It contacts COEY to license itself, and it contacts third parties during setup and when you ask it to. Those connections, and what each party sees, are described in the GroundSlate Privacy Supplement.

Your media, and what deleting reaches. Indexing does not move, rename, or alter the media in your watch folders. It reads those folders and builds its own catalog from them, and your originals stay exactly where you put them. That is why a clip on a drive you have disconnected is marked as offline rather than treated as lost. Media is copied into the Software's own library only when you explicitly add it, and anything the Software produces, such as extracted clips and finished renders, is written to its own folders. The one exception is Transfer Library, which relocates your source files to a disk you choose, and only when you run it. The Software deletes files only when you ask it to, or when an assistant you have connected asks it to on your behalf, and Section S3.7 explains why reviewing what an assistant does is your responsibility.

An AI assistant you connect can call tools that delete media, delete people, and delete entire profiles. Section 12.1 of the Master Terms makes backing up your own content your responsibility, and this is the reason it matters most.

Recoverable rather than destructive: quarantining a person, and some correction and rebuild operations, retain the underlying records so the action can be undone. Deleting a profile archives it rather than erasing it. Section 12.3 of the Master Terms states the bound that matters: deletion inside the Software does not reach anything that has already left it.

S2. Face Recognition and Biometric Data

The Software generates Biometric Data, which is regulated under laws including the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas Capture or Use of Biometric Identifier Act (Tex. Bus. and Com. Code section 503.001, as amended by HB 149), the Colorado Privacy Act as amended by HB 24-1130, the Washington My Health My Data Act, and the EU and UK GDPR (collectively, "Biometric Laws").

S2.1 Disabling Face Recognition; Deletion

Face detection and recognition run as part of indexing unless you turn them off, for the whole profile or for an individual watch folder, in the Software's settings. Each profile has its own setting. Turned off before you index anything, the Software does not create Biometric Data for that profile. If you have already indexed media, you may permanently delete the People catalog and all Biometric Data at any time.

S2.2 No Collection by COEY

COEY does not collect, receive, store, possess, or have access to any Biometric Data generated by the Software, and no part of the Software transmits it to COEY. COEY does not and will not sell, lease, trade, or otherwise profit from it.

S2.3 You Are the Operator

All face processing occurs locally on your Mac at your direction. As between you and COEY, you alone are the party collecting and processing biometric data, and you alone are responsible for compliance with all Biometric Laws, including any obligation to inform each person and obtain a written release before capture, to publish a written retention and destruction policy, to protect the data with a reasonable standard of care, and to destroy it when the purpose is satisfied.

COEY is not your lawyer and this Agreement is not legal advice. If your use is anything other than personal media of people who have agreed to it, consult counsel.

S2.4 Media Containing Minors

The Software is frequently used on family footage. A minor cannot give the release Section S2.3 requires. If you index media containing minors, you are responsible for obtaining any consent required from a parent or legal guardian, and you should assume that a minor's biometric data attracts heightened protection under many Biometric Laws.

S2.5 Storage and Protection

Biometric Data, and the catalog holding your titles, descriptions, dates and locations, are stored as ordinary files on your Mac. The Software does not add encryption of its own. Where the filesystem holding your library supports file permissions, the Software sets those files to your own user account; some volumes, including many external and network volumes, do not support file permissions at all, and on those volumes no such restriction exists. Their protection at rest is your Mac's full-disk encryption, FileVault, which is the same protection other professional media applications on this platform rely on for their libraries.

Where it can, the Software reports what protects your library at rest. You will find what it found in MCP Connect, under Security. Two cases matter:

FileVault is off. Anyone who takes your Mac can read the faces and names in your library. Turn it on in System Settings, under Privacy and Security.
Your library is on another drive. FileVault protects your startup disk only. If you have moved your library to an external or network drive, that drive needs its own encryption. Where the Software can read that drive it reports what it finds, and it says so when it cannot tell. Do not treat the absence of a warning as confirmation.

No at-rest protection, ours or the operating system's, covers your Mac while you are signed in.

These statements describe the Software's design and current behaviour as of the date of this Agreement. They are not a warranty or a guarantee of security, and Sections 18 and 19 apply to them in full.

S2.6 Export and Import

If you export Biometric Data, you are solely responsible for the security, transmission, storage, and lawful handling of the exported data. If you import Biometric Data exported from another installation, you represent that all legally required notices and consents cover your possession and processing of it. Export and import of Biometric Data are user-initiated actions inside the app and are not available to AI assistants.

S2.7 Business and Client Use

If you use the Software on media you did not create for purely personal purposes, including client media permitted by Section 6, you should assume you are a "controller" under the GDPR and UK GDPR and are outside the household exemption, and that you may owe notice under Articles 13 and 14, explicit consent under Article 9(2)(a), and a data protection impact assessment under Article 35. COEY is not your processor and does not act on your instructions.

S2.8 Do Not Transmit Biometric Data to COEY

Do not send COEY Biometric Data, face images, People catalogs, or export bundles, including as support attachments. If you do, COEY will delete them and will not use them for any purpose.

S3. AI Assistants and Data Transmission

S3.1 The Tool Interface

The Software exposes a local tool interface (MCP) that third-party AI applications you choose to connect, for example Claude or ChatGPT, may use at your direction to search your catalog, read transcripts, look up people, pull clips, and produce videos.

S3.2 Transmission to Third-Party Providers

Most AI assistants run in the cloud. When you connect one, information the Software returns to it is transmitted from your Mac to that assistant's provider, where it is handled under that provider's terms and privacy policy, not COEY's. Depending on what is asked, that can include:

the names you have assigned to people, and names spoken aloud in your recordings;
the family and personal relationships you have recorded, including derived kinship;
GPS coordinates and place names, including, for a named person, the places that person has been recorded;
transcript text, scene descriptions, titles, summaries, and notes;
capture dates and times; and
file names and full file paths on your Mac.

S3.3 No Guarantee of Local-Only Processing

The Software is designed to keep processing local, and COEY builds it that way deliberately. COEY does not represent, warrant, or guarantee that data never leaves your Mac, because you can direct it to leave, and connecting an AI assistant is exactly such a direction.

S3.4 Scope of Your Control

You choose which assistants to connect, whether to connect any at all, whether to assign real names to people, and what to ask an assistant to do, and you can disconnect an assistant at any time.

The Software also gives you two controls over what an assistant learns about people, described in the Software under MCP Connect.

Privacy Mode, set for each profile, replaces the names in your People catalog with opaque identifiers before a response is sent to an assistant. It works from the names you have recorded in the Software, and where such a name appears, whether in a field, in a description, or in a file path, it is replaced. It does not replace a name the Software has no record of. That includes people you have not added to your People catalog, nicknames and short forms of names you have added, and names spoken aloud in your recordings.

A per-person exclusion removes one individual from everything an assistant receives, in either mode. Neither control affects anything already sent.

You should also understand what the Software does not give you: it does not let you choose which of its tools a connected assistant may call. An assistant you connect can reach the tools the Software exposes to assistants, which include tools that delete media, delete people, and delete profiles. A small number of tools, including export and import of Biometric Data, are not exposed to assistants at all.

S3.5 Configuration During Setup

The Software's setup offers to configure several third-party AI applications to connect. Configuring them is a choice you make at setup and can reverse at any time. Some of those applications have their own file-reading tools that do not pass through the Software at all. Because the Software returns file and folder paths, an assistant with file access can read files in your library directly, outside the Software's control. Restrict your assistant's file access accordingly.

S3.6 Third-Party Applications

COEY does not control, endorse, or take responsibility for any AI assistant, model provider, or client you connect, for their security, for how long they retain what they receive, for whether they use it to train models, or for their availability. Read their terms.

S3.7 Automation Risk

An AI assistant can call tools that create, modify, move, and delete data in your library, and it can act on instructions it finds in the content it reads. You are responsible for what you authorise an assistant to do and for reviewing its work.

S4. Third-Party Software, Models, and Services

S4.1 Bundled Components

The Software includes third-party software and data identified in the Third-Party Notices or otherwise distributed with or downloaded by the Software. Each is licensed to you under its own terms, and you agree to comply with them. COEY makes no warranty of any kind with respect to third-party components.

S4.2 Downloaded Components

During setup or at your direction, the Software downloads third-party components to your Mac, for example model weights such as Gemma from services such as Hugging Face, and the Chromium render engine. Downloaded components are licensed to you directly by their providers under their own terms and are not part of the Software. You agree to comply with those terms, including, for Gemma models obtained via the optional Ollama engine, the Gemma Terms of Use and Gemma Prohibited Use Policy (https://ai.google.dev/gemma/terms), and, for the LTX video model, the LTX-2.x Community License and its Acceptable Use Policy (Section S5.7). Downloading contacts the provider's servers, which will observe your IP address under their own privacy policies.

S5. AI Output and Generated Media

S5.1 Analytical Output

AI Output is generated automatically and probabilistically and may be inaccurate, incomplete, offensive, or misattributed, including incorrect identification of people. Face recognition produces false matches and missed matches, and its accuracy varies across individuals and demographic groups. Do not rely on it as proof that a person is or is not present.

You are solely responsible for reviewing AI Output before relying on it or publishing it, and you agree not to rely on it as a sole basis for any decision with legal, financial, safety, or reputational consequences. COEY disclaims all liability arising from AI Output.

S5.2 Generated Media

"Generated Media" means images, video, music, sound effects, synthetic speech, and other media the Software creates from a written description or from media you supply, as distinct from the analytical AI Output described in Section S5.1. Generated Media is AI Output for the purposes of this Agreement, and Section S5.1 applies to it.

Generation runs on your Mac. The models are bundled with the Software or downloaded to your Mac under Section S4.2, and they run locally. Your description, the media you supply, and the result are not sent to COEY, and not sent to any generation provider.

S5.3 No Warranty of Originality or Non-Infringement

The models were trained on material COEY did not select, does not hold, and cannot audit. Generated Media may resemble existing works, styles, voices, or likenesses, and COEY does not clear rights in it and gives no warranty that it is original, or that using it infringes no one's rights. Clearing whatever rights your use requires is yours to do, and Section 20 applies.

Generated Media is not exclusive to you. Another person giving a similar description may receive similar output. COEY grants you no exclusive right in Generated Media and does not undertake that any output is unique.

Purely machine-generated material may not be protectable by copyright in the United States and in some other jurisdictions, whoever made it. If the protectability of your output matters to your business, take advice. As between you and COEY, COEY claims no ownership of Generated Media you produce, and Section 10.3 governs your use of it.

S5.4 Voices, Faces, and Likeness

Designing a voice from a written description involves no real person, and nothing in this Section restricts it.

Cloning a voice from a recording of a real person is different, and the Software treats it differently. It is available only to you, in the app, and it is deliberately not available to an AI assistant connected to the Software. It requires you to affirm that the person whose voice it is has consented, and that affirmation is recorded against the voice with the date it was made. A cloned voice may be Biometric Data under the laws described in Section S2, and Section S2 applies to it.

For any real person's voice, face, likeness, or performance that you clone, generate, animate, or place into Generated Media, you represent that you hold every right and consent that use requires, including under right of publicity, personality, digital replica, and electronic likeness laws. Those laws differ by state and by country, several are recent, and some require consent in a specific written form. Consent recorded in the Software is a record that you made an affirmation. It is not legal advice, not a substitute for the consent the law requires, and not COEY's determination that you have it.

S5.5 Prohibited Uses of Generated Media

In addition to Section 11.3, you shall not use the Software to create, and shall not publish or distribute, Generated Media that:

depicts a real, identifiable person saying or doing something they did not say or do, in a manner likely to deceive a reasonable viewer, unless its synthetic nature is clearly disclosed;
is sexual or intimate imagery of a real, identifiable person created without that person's consent, or any sexual imagery of a minor, whether or not a real minor is depicted;
falsely depicts a real person committing a crime, or attributes to them a statement, endorsement, or affiliation they did not give;
is intended to deceive voters, defraud any person, or impersonate any person or organisation; or
has had provenance, watermarking, or synthetic-content information removed or falsified.

Each of these is a condition of, and a limitation on the scope of, the license granted in Section 2.1. A breach of this Section is also a breach of Section 11.3, and may be treated as incurable and terminated immediately under Section 17.2.

S5.6 Disclosure and Provenance

Law in a growing number of places requires synthetic media to be disclosed as synthetic, and that obligation falls on the person who publishes it, which is you and not COEY. Article 50 of the EU AI Act is the example to know if you publish into the European Union. Some platforms impose their own labelling rules on top. COEY does not monitor what you publish and cannot discharge these obligations for you.

The Software records that a file was generated, in your own catalog on your own Mac. That record is a database entry beside the file. It is not a watermark and not a cryptographic content credential: it is not written into the media, and it does not survive export, re-encoding, or upload to any service. Do not rely on it to tell anyone downstream that a file is synthetic, and do not treat its absence on a file from elsewhere as evidence that the file is real.

S5.7 LTX Video Model

The AI Video feature generates video using the LTX 2.5 model, whose weights you download from a third party and which are licensed to you directly by Lightricks Ltd. under the LTX-2.x Community License, not by COEY. That license incorporates the LTX Acceptable Use Policy and its attachments, as in effect at the time of your use, and the Software will not download the model until you have been shown that license and accepted it.

Your use of the LTX model is subject to those terms and to this Section, which is an enforceable provision of this Agreement. In addition to Section 11.3 and Section S5.5, and without limiting either, you shall not use the LTX model to create:

sexually explicit content, including depictions of sex acts and sexual fetishes, incest, or bestiality;
sexual violence, or any non-consensual sexual depiction;
content that promotes terrorism, violent extremism, or self-harm;
gratuitous gore, or content that promotes or facilitates fraud, malware, or other unlawful activity; or
content for weapons development, military application, or any other use prohibited by the LTX Acceptable Use Policy or its attachments.

You shall not circumvent, disable, or interfere with any safety feature, content filter, watermark, or provenance mechanism implemented in the LTX model or in the Software. Section S5.5's last bullet says the same thing about Generated Media generally; this says it about the model.

Where the LTX terms require it, you shall accompany video you generate with the LTX model and then disseminate with an intelligible disclosure that it was machine-generated. Section S5.6 describes what the Software does and does not record, and that description applies here: the catalog entry is not a watermark and does not survive export.

The eligibility conditions in the LTX-2.x Community License, including any revenue ceiling, apply to you and are yours to satisfy. COEY makes no representation that you are eligible under that license and cannot determine it for you.

Compliance with this Section is your responsibility. Any refusal, filtering, or acceptance of a request by the Software is not a determination that your use does or does not comply with this Section or with the LTX terms.