Layer Terms of Service

‍Last Updated: June 26, 2025

The Layer AI, Inc Terms of Service, as amended by us from time to time (“Terms”) are a legally binding agreement between Layer and you, being the end customer (in case of an individual Customer) or the company or other legal entity on behalf of which you are accepting these Terms, as applicable (“you” or “Customer”). Terms govern the access and use by you and your Users to Layer’s AI-powered game content creation platform and its underlying technologies (the “Platform”) via the Website, Layer’s Application Programming Interface (API) or our associated software applications, along with any of Layer’s current and future products and services which link to these Terms (“Services”). By subscribing to the Services online, by executing an offline order form or agreement with Layer linking to or incorporating these Terms (an “Order Form”) or by accessing and using the Website (provided that in the latter case, without an online subscription or Order Form, the only provisions of these Terms applying to you will be those concerning the Website and its use) you hereby accept these Terms. If you accept the Terms on behalf of a legal entity, you must have the authority to accept these Terms on such entity’s behalf.

The use of the Services and Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website or may be viewed via the Platform and may be updated by us from time to time, including Layer’s Pricing page setting our different subscription plans at https://www.layer.ai/pricing, Layer’s Privacy Policy available at https://www.layer.ai/privacy-policy, our Acceptable Use Policy ("AUP") available at https://www.layer.ai/acceptable-use and Copyright Policy available at https://www.layer.ai/copyright-infringement-policy. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. 

Please note: 

• these Terms are subject to a binding arbitration which is agreed to by both parties, as set out in Section ‎14 (which also explains how you may opt-out of such arbitration); and 

• if your Order Form with Layer explicitly incorporates the terms of another agreement between you and Layer, such as a master services agreement, then the provisions of such agreement will govern your access and use of the Services and Platform instead of these Terms; and

1. Who We Are 

Layer is a game content generative AI company which utilizes and allows you to interact with and use various third-party graphic, audio, video, code and other generative AI models made available via the Services to create Generated Content. Unless otherwise set out in the Order Form, the Services are provided with and your agreement is with Layer AI, Inc., a Delaware corporation (“Layer”, “Company”, “we” “us” or “our”) provided that if your Order Form is with one of our affiliated entities, any reference to Layer hereunder shall instead mean such affiliated entity.

2. The Platform; Right to Access and Use

   2.1. Right to Use. Subject to Customer's compliance with these Terms and the Order Form, 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, and 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. In addition, during the Subscription Term Layer may provide you with manual or automatic patches, updates and version changes to the Platform at its discretion. Such updates will become part of the Platform (and so subject to all these Terms' provisions governing the Platform) upon installation. 

   2.3. Use Limits and Overage. Customer's use of the Platform shall be subject to usage limits, including a maximum number of Users, Creative Units and/or API calls, depending on Customer's selected Subscription plan on the Pricing page or as set out in the Order Form. Exceeding the limitations may incur overage fees which will be added to Customer's Fees, as set out in your subscription plan or the Order Form.  

   2.4. Support. We may attempt to provide support for the Services and Website if and when we are able to, and all support requests should be directed to support@layer.ai. Unless expressly agreed between us in a separate service level addendum, while we will make reasonable efforts to timely respond to User inquiries and support requests, we do not have any obligation to provide support (including within a specified timeframe) or maintain the Platform at a specific availability level. 

   
   

3. Account and Users

   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"), up to the maximum number of Users set out in your subscription plan or in the Order Form. 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. By registering an Account through an SSO, Customer represents that it is entitled to disclose Customer's SSO Account login information to the Company and grant the Company access to the SSO Account, without breaching the SSO terms and without obliging the Customer to pay any fees to the SSO provider or subject it to any SSO provider usage limits.  

   3.4. Responsibility for Users. Customer is responsible that each User shall provide the Company with accurate, complete, and updated registration information, and shall: (a) be responsible for all acts or omissions of Users, their use of the Platform, Website and Generated Content and their compliance with these Terms; (b) not allow anyone other than Users to access and use Customer's Account; (b) not register an Account via automated means; (c) keep, and ensure that Users keep all Account credentials and access measures secure; (d) ensure that the login details for each User are only used by that Users, and that multiple individuals do not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account. 

   3.5. Infrastructure. Customer is solely responsible for obtaining, maintaining and operating Customer's and its Users' devices (including smartphones, tablets and computers), and any related equipment, hardware, software (including cloud and on-prem environment), security systems and ancillary services, and the internet connection necessary in order to access and use the Website and the Platform. In addition, while Layer may provide you with storage space pursuant to certain of our subscription plans or if set out in the Order, 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.
   
   

4. Trial Service; Pre-Release Services

   4.1. Trial Services and Pre-Release Services. The Company may offer, from time to time, certain or all of its services on free trial versions (“Trial Service”). The Company reserves the right to modify, cancel and/or limit a Trial Service at any time without notice or liability.  In addition, the Company may offer, from time to time, certain services in an alpha or beta versions (the “Pre-Release Services”) and will use its best endeavors to identify the Pre-Release Services as such. Pre-Release Services may be incomplete, contain bugs, suffer disruptions and not operate as intended and designated more than usual. 

   4.2. Governing Terms of Trial Services and Pre-release Services. Trial Services and Pre-Release Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary (i) Trial Services and Pre-Release Services are made available hereunder on as “As-Is” and “As Available” basis, with no warranties, express or implied, of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY IN CONNECTION WITH TRIAL SERVICES AND PRE-RELEASE SERVICES EXCEED US$ 100. The Company makes no promises that any Trial Service and/or Pre-Release Services will be made available to you or generally available. 

   
   

5. Subscription; Payments

   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 or the Order Form(s) (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 in the Order Form, 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 or anything to the contrary in an Order Form, the Fees set forth in the subscription plan or Order Form are final. Fees shall be paid in the billing cycle set out in the subscription plan or Order Form (usually monthly or annually). Unless stated otherwise in the subscription plan or Order Form, 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,  Customer will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by the Company in collecting any due and unpaid Fees. 

   5.4. Creative Units. Some of our Services or Model usage made available to you via the Services is charged based on your usage and the Creative Units utilized by you. "Creative Units" mean units of measurement used to quantify the tokens of Input or Generated Content utilized within the Platform, with each Creative Unit representing the portion of the Model's computational or generative capacity expended during the process of generating or modifying Generated Content.

   5.5. Service Credits.  We may (1) offer the option to prepay for certain Services through the purchase of Creative Unit credits, subject to any discount terms agreed between us; (2) issue to you credits which may be applied towards future your future invoices with Layer pursuant to a separate service level addendum between us; or (3) issue you free credits pursuant to promotional or discount plans, at our sole discretion (each of the foregoing, "Service Credits"). Service Credits may not be transferred or gifted to another, are non-refundable, not redeemable for money (including on termination of your subscription) and may only be applied towards the specific Layer Services subscribed by you. Unused Service Credits expire one (1) year after the date of issuance or purchase, unless otherwise agreed by us.    

   
   

6. Customer Content

   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 and Generated Content) of the Customer Content 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 control; and (iii) no sensitive data that is protected under a special legislation or data that requires unique treatment (such as protected health information or payment card data) will be shared with the Platform or Services, other than if expressly agreed by the Company in prior writing and with the appropriate agreement in place. 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. 

   
   

7. Intellectual Property & AI Provisions

   7.1. Layer Intellectual Property. As between Layer and the Customer, all right, title and interest in the Platform, Website and Company Documents, including without limitation, any content, materials, software, know-how, data files, documentation, code, API, SDK, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (but excluding Customer Content and Generated Content), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof (other than Generated Content), are the sole property of Layer and its licensors. 

   7.2. Generated Content & Input. As between Layer and the Customer, if Layer has such rights and they exist under applicable law, and subject to your compliance with these Terms (including payment of any Fees), the Customer owns all rights, title and interest in the output – including images, graphical video and audio assets and/or edits or modifications to your Input - which is generated by the Platform in integration with the Models based on the input or prompts you provide to the Platform for the purpose of generating output ("Generated Content" and "Input", respectively). Layer relinquishes to the Customer all rights, title and interests it might have in the Generated Content, without making any representation or warranty as to the nature of such rights. Customer acknowledges and agrees that due to the nature of the Models, machine learning and generative artificial intelligence, the Generated Content may not be unique and other users of the Platform providing the same similar prompts or input may receive the same or similar output. 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 Styles. As part of the Services, Layer may make available to you certain workflows or styles for using the Platform. In addition, you can elect to provide Input to the Platform to create workflows and specific Model adjustments such as LoRAs (low rank adjustments). All such workflows and adjustments based on your Input shall be referred to as "Custom Styles". As between you and Layer, Custom Styles are deemed Generated Content.   

   7.4. No Training. Layer shall not use the Customer Content to improve its Platform or Services or train any Models and shall not permit any Model Provider to train on the Customer Content. 

   7.5. Open Source. Certain components and repositories of the Platform may be subject to open source licenses. In the event there is conflict between these Terms and the open source licenses governing such components and repositories, the open source license terms will prevail solely with respect to such components and repositories. 

   7.6. Usage Data. The Company has the right to collect, generate, monitor and freely use Usage Data to develop, maintain, improve, and publish Layer's Platform, Website and other products and services. “Usage Data” means information about the use of the Platform or Website which does not enable identification of the Customer, its Users or any individual, such as aggregated data, metadata and analytic or statistical information. Layer shall own all right, title and interest in and to the Usage Data.

   7.7. Feedback. Customer may notify the Company of any and all design or functional errors, anomalies, and problems associated with the Platform discovered or brought to its attention by its Users, and may provide the Company suggestions, comments or any other feedback or suggestions regarding the Platform, its functionality or performance (the “Feedback”). The Company may use the Feedback at its sole discretion and for any purpose, and Customer hereby assigns to Company all right, title, and interest in the Feedback and any intellectual property rights related thereto. To the extent provided, Feedback is not considered Customer Content or confidential information. 

   7.8. Use Restrictions. Customer and its Users shall not, and shall not attempt, permit or aid others to: 

1. use the Platform, Website, Generated Content or Company Documents in contravention of the AUP;  

2. copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Platform, Website and Company Documents, other than the creation of Generated Content and Custom Styles as permitted herein and any right to copy Company Documents provided under Section ‎2.1; 

3. publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted to you under these Terms to any third party, or use the Platform to provide managed services or as a service bureau arrangement; 

4. reverse engineer, de-compile, decrypt, revise or disassemble the Platform or any part thereof, extract the source code from the Platform, or use the Platform for benchmarking purposes without Layer's express prior written approval; 

5. access or use the Platform, Generated Content and Company Documents in order to develop, build, train or improve a product or service competing with the Company, or, when using the Services, using the Generated Content to train any generative AI model competing with a Model; 

6. bypass any measures the Company may use to prevent or restrict access or use of the Platform or Website, including the creation of multiple free Accounts, sharing of API keys and/or taking any action intended to circumvent or disable the operation of any security feature or measure of the Platform and Website; 

7. access the Platform or Layer's systems or environment via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; 

8. take any action that imposes an unreasonable or disproportionately large load on Company’s or a Third Party Provider  infrastructure; 

9. use the Website, the Platform or the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful code, file, or program; and/or

10. remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform. 

8. Privacy

   Our use of personal data (as such term is defined under applicable data protection and privacy laws) that you and your Users provide us with in connection with our Services and Website is governed by the Privacy Policy, as amended from time to time. However, if we process personal data on your behalf of or at your direction, then Layer shall be deemed the processor/service provider and the customer will be the controller/business, as such terms are defined under applicable privacy and data protection laws. In such situations the processing of such personal data shall be governed by a data processing addendum (DPA) between Layer and you.

9. Third Party Services and Models 

   9.1. Third Party Services. Certain features and functionalities of the Platform are integrated with, and the Platform may link to or call third party products and services, including by way of API or SDK (“Third Party Services”, which include the Models). Customer acknowledges and agrees that the Third Party Services are beyond Layer’s control, are subject to their own license, policies (including privacy policies) and legal terms and that Layer does not endorse any Third Party Services and other than as expressly set out in these Terms, shall not be in any way responsible or liable with respect to any Third Party Services, their update, inclusion or removal from Layer’s Platform and any changes to such Third Party Services’ legal terms and policies, as made by the Third Party Services providers from time to time.  Layer’s integration or interaction with any Third Party Service such does not in any way imply, suggest, or constitute any sponsorship or approval by the Company, or by such Third Party Service provider of Layer, nor any affiliation between them. Layer may add, replace and update Third Party Services at its sole discretion and without notice. 

   9.2. Models. Without detracting from the foregoing Section ‎9.1, Layer will enable your interaction with and calls to with third party graphic, audio, video, code and other artificial intelligence and machine learning models (including foundational and large language models) (together, “Models”) to generate the Generated Content. As Third Party Services, the Models’ are outside Layer’s control, but you acknowledge that their operation may impact, inter alia, the accuracy, appropriateness 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.

   
   

10. Disclaimer of Warranties

CUSTOMER AND ITS USERS’ ACCESS AND USE OF THE PLATFORM, THE SERVICES, THE WEBSITE, THE COMPANY DOCUMENTS AND THE GENERATED CONTENT IS AT THEIR SOLE RISK. THE PLATFORM, THE SERVICES, THE WEBSITE, THE COMPANY DOCUMENTS AND ANY GENERATED CONTENT ARE PROVIDED BY LAYER AND ITS THIRD PARTY SERVICES PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OF COMMON LAW OR OTHER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, COMPATIBILITY OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY GENERATED CONTENT (INCLUDING CUSTOM STYLES) CREATED BY CUSTOMER AS A RESULT OF THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, EFFECTIVE, PROPER, LAWFUL, OR OTHERWISE IN ACCORDANCE WITH THE CUSTOMER’S EXPECTATIONS. THE COMPANY FURTHER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THIRD PARTY SERVICES AND MODELS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER CONTENT AND ANY DATA SHARED WITH THE PLATFORM AS INPUT, AND SHOULD EVALUATE THE ACCURACY AND APPROPRIATENESS OF THE GENERATED CONTENT IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY. THIS DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

11. Limitation of Liability

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 END-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.

12. Indemnification 

Without derogating from Company’s rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company, its affiliates and their respective directors, officers, employees, agents, resellers and vendors against any and all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Customer Content, the Input or Generated Content infringes any intellectual property rights of a third party; (ii) arising out of or relating to your use of the Services; or (iii) arising out of relating to your violations of these Terms or applicable laws. 

13. Term & Termination

    13.1. Subscription Term. These Terms commence on the date you first accept them and will remain effective: (1) with respect to the Website, if you are only a user of the Website, until you cease use of the Website; and (2) with respect to the Platform and Services, for the initial subscription period set out in your subscription plan or Order Form (as applicable) and any Renewal Terms (the “Initial Term” and together all Renewal Terms, the “Subscription Term”), until otherwise terminated in accordance with these Terms.    

    13.2. Auto-Renewal. Subject to any express provisions to the contrary in the Order Form (which will supersede this Section ‎13.2), Customer’s Initial Term and any subsequent Renewal Term shall automatically without prior notice of the renewal to Customer (other than if such notice is required under mandatory local law) for subsequent periods equal in duration to the Initial Term (each, a “Renewal Term”), unless either you or Layer notify the other party in writing at least 30 days prior to the expiration of the Initial Term or current Renewal Term of its intent not to renew the Subscription Term. 

    13.3. Termination. You may stop using the Website, Platform or Services at any time and for any reason, and may terminate the Subscription Term and delete your Account by writing out to us. We may terminate your Account and the Subscription Term at any time for any reason, with or without notice, including due to your breach or alleged breach of these Terms or Order Form. 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. 

    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. Survival. The provisions of these Terms that, by their nature and content, should survive the termination or expiration of these Terms in order to achieve their fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, Section ‎‎7 (subject to any Subscription Term-restricted provisions), ‎‎10-‎12, this Section ‎13.5 and Sections ‎14-‎15 shall so survive. 

    
    
    

14. Arbitration 

    PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. 

    14.1. Opt-Out. You may opt-out and not be bound by the arbitration provisions set forth in this Section by sending written notice of your decision to opt-out to support@layer.ai within 30 days of your registration of the Account or agreeing to these Terms, or any update to this Section ‎14; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of an update, the last set of agreed upon arbitration terms will apply. In case you opt-out, the Company also will not be bound by these arbitration provisions.

    14.2.Informal Dispute Resolution.  You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including court action or arbitration claim, after first allowing the other party 30 days in which to respond.  Both you and the Company agree that this informal dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. The statute of limitations and any filing fee deadlines shall be tolled for 30 days from the date that either Layer or Customer first send the applicable notice so that the parties can engage in this informal dispute-resolution process.

    14.3. Arbitration and Class Action Waiver.  After the informal dispute resolution process, any remaining dispute, controversy, or claim relating in any way to the Company’s services and/or products, including the Website and Services will be resolved by final and binding arbitration, using the English language, administered by Judicial Arbitration and Mediation Services (JAMS) under its either (1) if you are a consumer under applicable law, the JAMS Streamlined Arbitration Rules; or (2) if you are business or a legal entity, the JAMS Comprehensive Arbitration Rules and Procedures (either (1) or (2), the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms).  Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules, and shall take place in the state of California. Judgment on the arbitration award may be entered in any court that has jurisdiction. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. In addition, the activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

    14.4. Arbitration Exceptions. This Section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or Website, or intellectual property infringement or misappropriation.

    14.5. Arbitration Costs. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding. If you are a consumer, Layer will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or brought for an improper purpose, in which case Layer will seek fees and costs per the JAMS Rules and you will reimburse Layer for any monies previously paid by it. 

    14.6. Class Action Waiver. You and Layer agree that disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited, and only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. To the fullest extent permitted by law, both parties knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

    14.7. Arbitration Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire arbitration section will be unenforceable in its entirety.

15. Miscellaneous

    15.1. Interpretation. The headings used in these Terms are for convenience only and shall in no case be considered in construction.  Any Order Form entered into between the parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and an Order Form, these Terms shall prevail unless the Order Form explicitly states otherwise. 

    15.2. Amendments. 

1. 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. In addition, the Company has the right to change the Fees at any time, provided that (1) in case of any increase to Layer’s Fees for the Services, Layer shall provide Customer with a 30 days’ prior written notice and such change will only become effective on Customer’s next billing cycle; and (2) in case of any increase to Third Party Service Fees passed through to Customer, such as the costs of Creative Units used to generate the Generated Content, such increase shall only become effective with regards to Customer after it becomes effective with regards to Layer. 

   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. Each party’s time for performance will be excused for the duration of the Force Majeure Event.

   15.4. Publicity. Customer acknowledges and agrees that for the duration of the Subscription Term, the Company has the right to use Customer’s name and logo to identify Customer as a customer of Company or user of the Platform, on Company’s Website, marketing materials or otherwise by public announcements. The publication of any additional content related to the Customer’s use of the Platform (other than mere reference to the Customer as set forth above), such as case studies and success stories, shall require the Customer’s prior written consent (not to be unreasonably withheld or delayed). 

   15.5. Export Control. The Platform and Services may be subject to U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Platform (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform.

   15.6. Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Users are not, and there are no third-party beneficiaries to these Terms.

   15.7. Entire Agreement. These Terms and Order Form(s) (and all other terms, agreements and policies between Layer and Customer referenced or linked herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior understandings of such parties with regard thereto.  

   15.8. Assignment. Company may assign at any time these Terms, Order Form(s) and any of its rights and/or obligations thereunder to any third party without Customer’s consent by notice to Customer. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company. Any assignment attempt in contravention of this Section shall be null and void.

   15.9. Notices. All notices in connection with these Terms and any Order Form shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (i) if mailed, five (5) business days after mailing; (ii) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (iii) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt. 

   15.10. Severability. Without detracting from the specific provisions of Section ‎14.7, if any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. 

   15.11. No Waiver. The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by such party in writing.

   15.12. Equitable Relief. In case of your violation or alleged violation of Section ‎2.1 or ‎7, you acknowledge that no adequate remedy exists at law, it would be difficult to calculate the damages caused, that such violations could cause Layer permanent harm, and that injunctive or equitable relief is the best solution.  Therefore, notwithstanding anything to the contrary herein (including the arbitration and informal dispute resolution provisions of Section ‎14, Layer may seek injunctive or equitable relief from any court of competent jurisdiction anywhere in the world without the need to prove actual damages or post bond or security for such relief.

   15.13. Governing Law; Jurisdiction. These Terms shall be governed by the laws of the State of California, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction. Subject to Sections ‎14 and ‎15.12, the parties hereto submit the exclusive personal jurisdiction and venue of the competent courts located in San Francisco, California. The Customer and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.