Layer.ai

" Notwithstanding the foregoing, Layer may increase the Creative Unit rates of a Model immediately, without a minimal prior notice in case of events outside of Layer's control, including emergency Model provider changes, outages, significant unilateral price increases made by the Model provider to Layer and Force Majeure Events. In such case, Layer will notify Customer of the changes as soon as reasonably possible, via email or in-Platform notice.  15.3. Force Majeure. Neither party shall be liable to the other party for any failure to perform any of its obligations under the Agreement (not including Customer’s payment obligations) during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond the affected party’s reasonable control including fire, flood, war, pandemic or any other public health crisis, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, embargo, strike, riot, civil unrest, or disputes with suppliers or vendors (each, a “ Force Majeure Event ”). Each party will promptly provide the other party with written notice of the Force Majeure Event. Each party will use commercially reasonable efforts to avoid or mitigate the effects of a Force Majeure Event and will resume performance of any suspended obligation as soon as reasonably practicable after termination of such Force Majeure Event. "

"Therefore, Layer's  aforementioned assignment does not extend to other customers’ and their users' output. You are solely responsible for verifying the accuracy, legality, and appropriateness of any Generated Content before using or sharing it with a third party, and you should conduct independent human review of the Generated Content as you deem necessary. In addition, the Generated Content and its use may be subject to the respective Models' license and use restrictions, and Layer will provide you with transparency and election as to which Model(s) you use via the Platform. 7.3. Custom Assets. As part of the Services, Layer may enable you to upload, create, configure, organize, or generate project-specific materials and contextual resources within the Platform, including reference sets, brand kits, IP packs, workflows, LoRAs (low-rank adaptations) and other Model adjustments, visual, audio and voice references, scripts, text, code, creative assets, instructions, and other materials or configurations associated with your projects or workspaces (collectively " Custom Assets "). As between you and Layer, Custom Assets are treated as follows: (i) Custom Assets created, generated, configured, trained or fine-tuned within the Platform are deemed Generated Content; and (ii) raw materials uploaded by Customer without any changes via the Platform are deemed Input. For the avoidance of doubt, Workspace Memory does not fall under the Custom Assets definition, and is governed by Section ‎‎7.9. "

" 3.1. Account and Users. In order to use the Services, you must register and create an account with Layer (“ Account "), which may be used by individuals authorized by you (who may include your employees and contractors) (" Users "), If Customer is an individual, unless otherwise agreed by us in writing, the sole User is Customer itself.  Users must be at least 18 years old or the minimum age required in Customer's jurisdiction to use or consent to use the Platform. 3.2. Corporate Domains. If you create an Account using an email address owned by an organization (for example, your employer), that Account may be added to the organization's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account to the organization, (unless your organization has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organization shall be deemed the Customer for purposes of the Account and its administrator will be able to control your Account, including being able to access Customer Content. restrict or remove your access to the Account. 3.3. SSO Registration. You may register an Account with Layer by logging into your account with certain third-party service accounts (“ SSO ”) including Google (each such account, an “ SSO Account ”), by either: (i) providing Customer's SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable SSO terms and conditions that govern your SSO Account. "

" 2.1. Collection of Information We collect the following categories of information from our users: Contact information: name, email address, phone number. Device information: IP address, unique identifiers (e.g. MAC address and UUID) and other information which relates to your activity through the Website or Service and cookie use, subject to your consent where needed. Billing information, to the extent you purchase a product or service from us. We may also collect information which cannot be associated with a specific user, such as prompts or aggregated usage information and technical information transmitted by your device. If we associate Non-personal Information with Personal Information, we will treat such information as Personal Information as long as they are combined. 2.2. How is the Personal Information used? With Whom do we share Personal Information? We do not rent, sell, or share Users' information with third parties except as described in this Privacy Policy. We may use Personal Information for the following purposes: Providing you with our Website and Service. Communicating with you – If you have contacted us, for any reason, we will use your information in order to further communicate with you. Conducting statistical and analytical purposes, intended to improve the Site. Informing you on new products, features and other news related to the Website or Services. In addition to the different uses listed above, we may transfer or disclose Personal Information to our subsidiaries, affiliated companies and subcontractors. "

" Layer has the right to update the Creative Unit rate of Models on the Rate Card In case of the addition of new Models or Creative Unit price or rate increases, Layer shall provide Customer with a 30 days’ prior written notice (through email or via the Platform), other than in the events listed in clause ‎(iv). All Model and Rate Card pricing changes shall become effective prospectively."

" We reserve the right to periodically amend or revise the Privacy Policy. Material changes will be effective immediately upon the display of the revised Privacy policy. The last revision will be reflected in the "Last Updated" section. Your continued use of the Website or any of our services, following the notification of such amendments on our Website, constitutes your acknowledgment and consent of such amendments to the Privacy Policy and your agreement to be bound by the terms of such amendments."

"Notwithstanding the foregoing, if we terminate the Subscription Term for any reason other than your breach or alleged breach, we will provide you with 7 days’ prior written notice of the termination and refund you a pro-rated of any prepaid fees for the unused portion of the remaining Subscription Term. From the date of termination, you and your Users will no longer be able to access the Account, and we will delete the Account and any Customer Content stored on the Platform, including any retained Workspace Memory. 13.4. Suspension. Without detracting from any of its other rights, Layer may suspend Customer’s use of and access to the Platform (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in a manner that may impose a security risk or may cause harm to the Company or any third party, including Layer’s other customers; (ii) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of Section 7.8 (Restricted Use) or the AUP; or (iii) if the Company is unable to charge the Fees through Customer’s approved payment means or if any payment is or is likely to become overdue. Layer will make reasonable efforts to provide you with advance notice prior to suspension, and will restore your access to the Account and Platform once it has determined, in its sole discretion, that the circumstances detailed in clauses (i-iii) no longer exist 13.5. "

" Layer has the right to change the Fees for Layer’s own Services at any time, but Layer shall provide Customer with a 30 days’ prior written notice and such change will only become effective on Customer’s next billing cycle;"

" 5.1. Fees. In consideration of the subscription, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees set forth in the Pricing page (the “ Fees ”). Unless expressly indicated otherwise, Fees are stated in US$. Customer hereby authorizes the Company, either directly or through the Company's payment processing services or applicable online marketplace, channel partner or reseller, to charge the Fees via Customer’s selected payment method, upon the due date. Unless expressly set forth herein, or otherwise restricted by applicable law, the Fees are non-cancelable and non-refundable. 5.2. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, except for income tax imposed on the Company. Company will charge tax on top of the Fees if Company is legally required to do so and add it to its invoices. 5.3. Payment Terms. Subject to any usage-based billing, the Fees set forth in the subscription plan are final. Fees shall be paid in the billing cycle set out in the subscription plan (usually monthly or annually). Unless stated otherwise in the subscription plan, Fees are payable in advance, upon your receipt of an invoice on the beginning of each billing cycle, or at the beginning of the Subscription Term for annual and longer subscriptions. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. "

"In addition, while Layer may provide you with storage space pursuant to certain of our subscription plans, the Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up the Customer Content and you are responsible for any lost or unrecoverable Customer Content."

" However, please note that these rights are not absolute, and may be subject to our own legitimate interests and regulatory requirements. You may exercise your rights by contacting us at support@layer.ai "

" TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND OTHER THAN IN CASE OF A PARTY'S FRAUD, WILLFUL MISCONDUCT, INDEMNIFICATION, BREACH OF SECTION ‎‎7.8 OR CUSTOMER’S PAYMENT OBLIGATIONS: 11.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO DATA (INCLUDING USER INFORMATION), GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; AND/OR (III) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT); AND 11.2. EITHER PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE GREATER OF (1) THE FEES PAID OR PAYABLE TO THE COMPANY BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM, OR (2) $1,000. THE LIMITATIONS OF LIABILITY HEREUNDER ARE CUMULATIVE AND NOT PER INCIDENT."

" 6.1. Customer Content. While using the Platform or Website, you or your Users may share certain content with us, including but not limited to images, graphical assets, designs, communications and audio files, video files, personal data and Input (“ Customer Content ”). As between you and the Company, all rights in the Customer Content remain with you.  6.2. License to Customer Content. Customer hereby grants Layer and our Third Party Services providers who are directly involved in the provision of the Services a non-exclusive royalty-free license to access, use, modify, translate, process, copy, store, distribute, display, publish and prepare derivative works (Usage Data, Workspace Memory and Generated Content) of the Customer Content (including the Workspace Memory) during the Subscription Term, solely for the purpose of providing Customer with the Services and access to the Platform and Website, maintain the Platform and Website, provide support to Customer, fulfil Company's rights and obligations hereunder and comply with all requirements under applicable law, regulation, subpoena or governmental request. 6.3. Customer Content Warranties and Undertakings. Customer represents, warrants and undertakes that (i) it owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the right and license under Section ‎6.2 and provide the Customer Content and Input to the Platform and Website, without infringing or violating any intellectual property, privacy, contractual, publicity or any proprietary or other third party rights; (ii) sharing the Customer Content with the Company does not and will not violate our Terms, the AUP and any applicable laws, including those related to data privacy or export"

"Layer is not obliged to  monitor and/or moderate the Customer Content shared with us, but we may elect to do so in our sole discretion. "

" Layer may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website or shared with Customer by an in-Platform or email notification. Customer is responsible for checking the Website and Platform regularly for such changes. By continuing to access or use the Platform, Customer agrees to be bound by the revised Terms."

" 2.1. Right to Use. Subject to Customer's compliance with these Terms, Company hereby grants Customer a non-exclusive, non-transferable and non-sub-licensable, revocable right to (i) use and access the Platform for Customer’s lawful personal and commercial purposes, during the Subscription Term (as defined below); (ii) access and use the Website, as permitted hereunder; and (iii) use any manuals or other technical or marketing materials that Layer provides or makes available to Customer which describe the functionality, components, features or requirements of the Services and the Platform (" Company Documents ") and make a reasonable number of copies of the Company Documents strictly as necessary for Customer's use of the Platform. The Services and aforementioned access and use rights are licensed, not sold.  2.2. Platform Modifications and Updates. The Company may change or update the Platform and Website at any time, including, without limitation, the availability, removal or update of any feature, Model, content or database, addition of new features and capabilities (including agentic features and workspace personalization), and it may impose limitations or restrictions on certain features and services or discontinue any or all parts of the Platform or Website. In case of a material and adverse change to the Platform, the Company will notify Customer by posting an announcement on the Company’s Website, through the Platform or by email. "

" We will retain Personal Information for the period necessary to fulfil the purposes outlined in this Privacy Policy unless a longer retention period is required or permitted by law. We will retain Personal Information that we process on behalf of our customers for the duration set forth in the applicable customer contract or as otherwise instructed by the customer.‍ ‍5. Your Rights Depending on the jurisdiction in which you reside, you may have certain rights under relevant applicable laws regarding the collection and processing of your Personal Information. To the extent these rights apply and concern you, you can contact us via the contact details available below and ask to exercise the following rights: Receive confirmation as to whether or not personal information concerning you is being processed, and access your stored personal information, together with supplementary information. Receive a copy of personal information you directly volunteer to us in a structured, commonly used and machine-readable format. Request rectification of your personal information that is in our control. Request erasure of your personal information. Object to the processing of personal information by us. Request to restrict processing of your personal information by us. Lodge a complaint with a supervisory authority. Right to lodge a complaint with the data protection authority: If you have a concern about our privacy practices, including the way we handled your Personal Information, you can report it to the data protection authority that is authorised to hear those concerns. "

"As Third Party Services, the Models’ are outside Layer’s control, but you acknowledge that their operation may impact, inter alia, the accuracy, appropriateness, latency and reliability of the Generated Content. As part of the Platform’s functionality as a multi-Model tool, you are encouraged to try, switch and choose between different Models at your discretion and preference, in accordance with each Model’s features, functionalities and capabilities.  9.3. Third Party Websites. Our Website may contain links to websites or pages that are not maintained by Company. Links to third party websites are provided for your convenience and information only. Such third party web sites are not under the Company’s control and the Company is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or that the Company is affiliated with the third party website’s owners or operators."