Last Updated: 04/25/2025

Terms of Service

GENERAL TERMS
1. Your use of the Services is governed by these Terms of Service ("Terms").
2. "Layercode,” "we," "us," or "our" means Layercode, Inc., its subsidiaries, and/or affiliates involved in providing the Services.
3. “Customer,” “you,” or “your” means the user using our Services.
4. “Customer Data” collectively means any data and information submitted to the Services by you or any end users of your Services account, including data and information submitted to the Services from third-party services authorized by you.
5. "Services" means the cloud-hosted and other infrastructure-related tools and services Layercode makes available through its website and any other software or services offered by Layercode.
6. Before using the Services, you must agree to the Terms. You understand and agree that Layercode will treat your use of the Services as acceptance of the Terms.
7. You may not use the Services if you are a person barred or restricted from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.
8. You agree that the purchase of Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Layercode or any of its affiliates regarding future functionality or features.
USE OF THE SERVICES
1. You agree to provide accurate and complete registration information when you register to use the Services. You are responsible for the security of passwords and for any use of your account.
2. Your use of the Services must comply with all applicable laws, regulations and ordinances, including any laws and sanctions regarding the export and/or import of data or software.
3. You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by Layercode in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with Layercode, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4. Layercode reserves the right to enforce usage limits in its sole discretion. Repeated exceeding of the usage limits may lead to termination of your account in Layercode’s sole discretion.
SERVICES POLICIES AND PRIVACY

You agree to comply with the policies in this Section which are incorporated herein by reference and which may be updated from time to time in Layercode’s sole discretion:

Acceptable Use Policy. The Acceptable Use Policy available at [coming soon] ("Acceptable Use Policy").
Privacy Policy. The Services shall be subject to the privacy policy available at https://www.notion.so/Layercode-Terms-of-Service-1e05d1b36b12808db50cf38e6a23a2b7?pvs=4(“Privacy Policy”). You agree to the use of your data in accordance with such privacy policy.
Data Processing Addendum. Layercode will transfer, store, and process Customer Data in accordance with Layercode’s privacy policy, the EU General Data Protection Regulation (GDPR), and the California Consumer Privacy Act (CCPA). Additionally, Layercode agrees to implement procedures per its Data Processing Addendum available at [coming soon].
Layercode shall maintain periodic backups of Customer Data in a separate and secure facility and location and shall protect each such backup of Customer Data against unauthorized access. Layercode shall encrypt all backup Customer Data and all Customer Data at rest and in transport using National Institute of Standards and Technology (NIST) approved encryption algorithms and key lengths.
Layercode shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond Layercode’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, public health crises (including quarantine or other employee restrictions), Internet service provider failures or delays, or denial of service attacks.
PAYMENT OF FEES
1. You will pay Layercode applicable fees for the Services and implementation services according to our pricing plan or in accordance with a separate enterprise agreement with Layercode (“Fees”). In order to use the Services, you will need to maintain a positive balance on your Layercode account.
2. You are responsible for all taxes associated with Services other than U.S. taxes based on Layercode’s net income.
3. Unless otherwise stated, Layercode’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Layercode has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide Layercode with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Layercode is only responsible for taxes assessable against it based on its income, property and employees.
4. You may not develop Customer Applications to simulate, access, or otherwise circumvent, the Services to avoid incurring fees associated with exceeding the usage limits outlined in the applicable Services tier or your pricing tier set.
CONTENT AND CUSTOMER APPLICATIONS
1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude applications that you create using the Services and any source code written by you to be used with the Services (collectively, "Customer Applications").
2. You are solely responsible for (and Layercode has no responsibility to you or to any third party for) the Customer Applications or any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Layercode may suffer) by doing so.
3. You agree that Layercode has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up your own Customer Applications and any Content.
PROPRIETARY RIGHTS; CONFIDENTIALITY
1. You acknowledge and agree that Layercode (or Layercode's licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
2. Except as provided in Section 8, Layercode acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Customer Applications that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content and the Customer Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Layercode, you are responsible for protecting and enforcing those rights and that Layercode has no obligation to do so on your behalf.
3. In connection with these Terms, each of the parties may be exposed to and will be furnished with certain proprietary or non-public information, material or data relating to the other's businesses, technologies, products, pricing, productions, or services, or plans therefor, which are confidential and not otherwise available or known to the public, including without limitation these Terms ("Confidential Information"). Each party shall refrain from using (except directly in furtherance of these Terms) and shall keep confidential and not reveal or disclose to any third party any Confidential Information; provided, however, that each party may disclose Confidential Information to its employees and independent contractors with a need to know to perform such party's obligations under these Terms, and third party counsel, advisors and accountants so long as all such third party disclosures are made pursuant to written obligations of confidentiality no less protective than the terms of these Terms.
4. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a wrongful disclosure by or at the direction of the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a source that is entitled to disclose it to such party; (iii) was known to the receiving party prior to receipt from the disclosing party; or (iv) is developed by the receiving party without the benefit of the Confidential Information. Notwithstanding any of the foregoing, a party may disclose Confidential Information if and solely to the extent that such disclosure is required by law, court order, judicial process, subpoena, or similar process, or applicable rule or regulation, provided that such party shall use commercially reasonable efforts to seek confidential treatment for any such disclosed Confidential Information, and to the extent legally permissible, promptly notify the disclosing party of such disclosure.
LICENSE FROM LAYERCODE AND RESTRICTIONS
1. Layercode hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access and use the Services and to use the software (including any third-party technologies or applications incorporated therein (each, a “Third-Party App”)) provided to you by Layercode as part of the Services. This license is for the sole purpose of enabling you to use the Services as provided by Layercode, solely in order to create Customer Applications and for no other purpose, in the manner permitted by the Terms; provided, however, that, for the avoidance of doubt, you may not (i) distribute all or any portion of the Services (including any Third-Party App) on a standalone basis; or (ii) sublicense all or any portion of the Services.
2. You may not (and may not permit anyone else to): (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof (including, for the avoidance of doubt, any Third-Party App), unless this is expressly permitted or required by law, or unless you have been specifically granted permission to do so by Layercode, in writing (e.g., through an open source software license), which in no event may extend to any Third-Party App; or (ii) attempt to disable or circumvent any security mechanisms used by the Services.
3. Open source software licenses for components of the Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Layercode for the use of the components of the Services released under an open source license.
4. Layercode hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Layercode trademarks and/or logos (“Marks”) for the sole purpose of promoting or advertising that you use the Services and solely in accordance with Layercode’s then current trademark usage guidelines, as and if made available to you by Layercode. You agree that all goodwill generated through your use of our Marks shall inure to the benefit of Layercode.
LICENSE FROM YOU
1. Layercode claims no ownership or control over any Content or Customer Application. You retain copyright and any other rights you already hold in the Content and/or Customer Application, and you are responsible for protecting those rights, as appropriate. By (i) submitting, posting or displaying the Content on or through the Services, or (ii) creating a Customer Application through use of the Services, as applicable, you give Layercode a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content or Customer Application, respectively, for the sole purpose of enabling Layercode to provide you with the Services. Notwithstanding the foregoing and except as prohibited by applicable law, Layercode may collect, extract, compile, store, synthesize, modify, analyze, and use all Telemetry Data (as defined below) in an anonymized, aggregated format rendered such that said Telemetry Data cannot be used to identify you or any other unique individual or entity (whether alone or in combination with any other information), and may also use such anonymized, aggregated Telemetry Data solely for the purposes of benchmarking (including the provision of benchmark reporting to its customers), data analysis and to improve Layercode’s products, services, system, and algorithms. “Telemetry Data” means any non-personally identifiable data of yours collected by Layercode or the Services during the Term.
2. By adding a collaborator to Customer Application(s), you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Customer Application(s) and Content as permitted by the relevant Services functionality or features for the sole purpose of collaborating on development of the Customer Application(s).
3. You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Layercode under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
4. You agree that Layercode, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) for the purpose of advertising or publicizing your use of the Services.
MODIFICATION AND TERMINATION
1. Layercode is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Layercode provides may change from time to time without prior notice to you. If we change the Services such that there is a material reduction in their features and/or functionality, you may reject the changes by terminating your account. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.
2. These Terms will commence upon activation of your account for the Services and continue on a continuous basis until termination of your account (“Term”).
3. You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds due to early account termination and you will remain responsible to pay for any Services used through the point of termination.
4. Layercode reserves the right to terminate your access to the Services upon prior written notice, for misuse or violations of these Terms, that have not been remedied within ten (10) days after written notice (email to suffice) of such misuse or violations. You agree that any termination of access to the Services may be without prior notice if (i) Layercode reasonably believes that the Services are being used in violation of these Terms; (ii) you do not cooperate with Layercode’s reasonable investigation of any suspected violation of these Terms; (iii) Layercode is required by law or by a regulatory or government body to suspend your Services; or (iv) there is another event for which Layercode reasonably believe that the suspension of the Services is necessary to protect its network, systems, or its other customers. You agree that Layercode will not be liable to you or any third party for any such termination.
5. You are solely responsible for exporting your Content and Customer Application(s) from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve Content and Customer Application(s) unless prohibited by law or by the authorities and/or government.
6. Upon any termination of the Services or your account these Terms will also terminate, but Sections 6.A, 7.B, 9, 10, 11, 12, and 15 shall continue to be effective after these Terms are terminated.
EXCLUSION OF WARRANTIES
1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT LAYERCODE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE LAYERCODE SERVICES IS AT YOUR SOLE RISK AND THAT THE LAYERCODE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
3. LAYERCODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE LAYERCODE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LAYERCODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
  1. YOUR USE OF THE LAYERCODE SERVICES WILL MEET YOUR REQUIREMENTS;
  2. YOUR USE OF THE LAYERCODE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND
  3. USAGE DATA PROVIDED THROUGH THE LAYERCODE SERVICES WILL BE ACCURATE.
LIMITATION OF LIABILITY
1. SUBJECT TO SECTION 10.A ABOVE, (i) LAYERCODE’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID BY YOU UNDER THESE TERMS DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY; AND (ii) YOU EXPRESSLY UNDERSTAND AND AGREE THAT LAYERCODE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT FORESEEABLE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
2. THE LIMITATIONS ON LAYERCODE'S LIABILITY TO YOU IN SECTION 11.A ABOVE SHALL APPLY WHETHER OR NOT LAYERCODE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
INDEMNIFICATION
1. Layercode agrees to indemnify you against any losses or damages finally awarded against you incurred in connection with a third-party claim alleging that your use of the Services infringes any U.S. patent, copyright, or trade secret of such third party, provided that you (a) provide prompt written notice of such claim to Layercode, (b) grant Layercode the sole right to defend such claim, and (c) provide to Layercode all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, Layercode may, at its sole option, (i) revise the Services so that they are no longer infringing, (ii) obtain the right for you to continue using the Services, or (iii) terminate these Terms upon 10 days’ notice.
2. You agree to hold harmless and indemnify Layercode, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, from and against any alleged or actual third-party claim arising from or in any way related to (i) your breach of the Terms, (ii) your use of the Services, (iii) your violation of applicable laws, rules or regulations in connection with the Services, or (iv) your Content or your Customer Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
OTHER CONTENT OR RESOURCES
1. The Services may include hyperlinks to other websites or content or resources or email content. Layercode may have no control over any websites or resources which are provided by companies or persons other than Layercode.
2. You acknowledge and agree that Layercode is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
3. You acknowledge and agree that Layercode is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.
CHANGES TO THE TERMS
1. Layercode may make changes to the Terms from time to time without notice to you. If we change the Terms in any substantive way, you may reject the changes by terminating your account.
2. You understand and agree that if you use the Services after the date on which the Terms have changed, Layercode will treat your use as acceptance of the updated Terms.
GENERAL LEGAL TERMS
1. These Terms constitute the whole legal agreement between you and Layercode and govern your use of the Services (but excluding any services which Layercode may provide to you under a separate written agreement), and completely replace any prior agreements between you and Layercode in relation to the Services.
2. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
3. If Layercode provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
4. You agree that Layercode may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the website or Services. By providing Layercode your email address, you consent to us using the email address to send you any notices required by law in lieu of communication by postal mail.
5. You agree that if Layercode does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Layercode has the benefit of under any applicable law), this will not be taken to be a formal waiver of Layercode's rights and that those rights or remedies will still be available to Layercode.
6. The Terms, and your relationship with Layercode under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You and Layercode agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. The arbitration will take place in Wilmington, Delaware, in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of intellectual property infringement without first engaging in the informal resolution process described above. You and Layercode consent to the exclusive jurisdiction and venue of the federal or state courts of Delaware. Prior to arbitration, however, each party agrees to participate in a half-day, non-binding mediation session conducted via videoconference (e.g., Zoom). Further, to the fullest extent permitted by law, you and Layercode agree that no class or collective actions can be asserted in litigation, arbitration or otherwise. All claims, whether in litigation, arbitration or otherwise, must be brought solely in your or Layercode’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.
7. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as such assignee assumes all of the assigning party’s obligations hereunder. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Services upon written notice to the assigning party.