Terms of Service

Layer IQ Technologies, Inc.

Effective Date: March 9, 2026

Please read these Terms of Service ("Terms") carefully. These Terms are a binding agreement between you and any organization on whose behalf you act (collectively, "User") and Layer IQ Technologies, Inc., a Delaware corporation ("Layer IQ"). These Terms govern User's access to and use of Layer IQ's platform, hosted at layer-iq.com and its sub-domains, and all related services, applications, APIs, and features (the "Service").

BY CREATING AN ACCOUNT, CLICKING "I AGREE," ACCEPTING A SUBSCRIPTION, OR OTHERWISE ACCESSING OR USING THE SERVICE, USER AGREES TO BE BOUND BY THESE TERMS AND REPRESENTS THAT: (1) USER HAS READ AND UNDERSTANDS THESE TERMS; (2) USER HAS READ AND UNDERSTANDS THE PRIVACY POLICY AT HTTPS://WWW.LAYER-IQ.COM/LEGAL/PRIVACY; (3) USER HAS READ AND UNDERSTANDS THE THIRD PARTY DATA PROVIDER TERMS AT HTTPS://WWW.LAYER-IQ.COM/LEGAL/THIRD-PARTY-NOTICES; AND (4) USER IS AT LEAST 18 YEARS OF AGE (OR THE LEGAL AGE OF MAJORITY IN USER'S JURISDICTION). IF USER DOES NOT AGREE TO THESE TERMS, USER SHALL NOT ACCESS OR USE THE SERVICE.

If User is entering into these Terms on behalf of a company, organization, or other legal entity, User represents and warrants that User has the authority to bind such entity to these Terms. User and such entity shall be jointly and severally responsible for compliance with these Terms.

As used in these Terms, the following terms have the meanings set forth below:

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with a party, where "control" means the power to direct management or policies, whether by ownership of voting securities, contract, or otherwise.

"AI Features" means Layer IQ's machine learning and artificial intelligence capabilities used to analyze Usage Data, including but not limited to anomaly detection and anomaly scoring functionality.

"Authorized User" means an employee, contractor, or agent of User who is authorized to access and use the Service on User's behalf and who has agreed to be bound by these Terms.

"Bloom Registry" means the carbon intensity certificate registry managed by Bloom ESG and used for issuance and tracking of Certificates.

"Confidential Information" means all non-public information disclosed by one party to the other, including but not limited to trade secrets, technical data, customer lists, and business information, whether disclosed in tangible or intangible form. Confidential Information does not include information that: (a) was publicly available at the time of disclosure; (b) becomes publicly available through no breach of these Terms; (c) was rightfully in possession prior to disclosure; or (d) is independently developed without reference to Confidential Information.

"Cookie and Tracking Policy" means the policy describing how Layer IQ uses cookies and similar tracking technologies, as published at layer-iq.com/legal/cookies.

"Data Processing Agreement" or "DPA" means the data processing agreement between Layer IQ and User governing the processing of personal data, as published at layer-iq.com/legal/dpa and incorporated by reference into these Terms where applicable.

"Documentation" means the online materials, guides, and help documentation provided by Layer IQ describing the features and functionality of the Service.

"Effective Date" means the date on which User first accepts these Terms or accesses the Service, whichever is earlier.

"ITAD Organization" means any organization that specializes in IT Asset Disposition, recycling, refurbishment, or similar services.

"IMAT" or "IT Material Attribute Token" means a carbon intensity certificate for IT assets issued on the Bloom Registry through the Certificate Program, representing verified lower carbon intensity attributes associated with IT asset recycling and materials recovery activities. IMATs are accounting and claim instruments, not carbon offsets or emissions removals.

"ITEC" or "IT Environmental Certificate" means a carbon intensity certificate for IT assets issued on the Bloom Registry through the Certificate Program, representing verified lower carbon intensity attributes associated with IT asset refurbishment, reuse, and disposition activities. ITECs are accounting and claim instruments, not carbon offsets or emissions removals.

"Certificate" means an ITEC or IMAT, as applicable.

"Certificate Program" has the meaning set forth in Section 11.

"Marketplace" means the Layer IQ marketplace features that facilitate connections between carbon brokers, Certificate sellers, and other participants, as described in Section 12.

"Monthly Subscription Period" means a calendar month or, if User selected a different billing cycle length, that period as specified in User's subscription plan.

"OSS Notices Page" means the list of open-source software components included in the Service and their applicable licenses, as published and updated by Layer IQ at layer-iq.com/legal/oss.

"Service" means Layer IQ's proprietary SaaS platform and associated tools, features, and functionalities, including the Certificate Program and Marketplace, as made available to User.

"Third Party Data" means data, information, and content obtained by Layer IQ from third-party providers as described in Section 10.

"Third Party Data Provider Terms" means the terms of use, licensing restrictions, privacy policies, and other applicable terms established by third-party data providers, as published and updated by Layer IQ at layer-iq.com/legal/third-party-notices.

"Usage Data" means technical data about User's use of the Service, including user interactions, asset data submissions, configuration choices, query patterns, and derived analytics, but excludes User Credentials and explicit personal identifiers except as necessary for Service delivery.

"User" means the individual, company, or other legal entity that has registered to use the Service and accepted these Terms.

"User Credentials" means the email address and password (or other authentication credentials) provided by User to access the Service.

"User Data" means all data, information, and content submitted by User or Authorized Users to the Service, excluding Third Party Data.

2.1 Limited License. Subject to User's compliance with these Terms, Layer IQ grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for User's internal business purposes related to infrastructure intelligence, technology decision-making, carbon intensity assessment, and (if applicable) Certificate Program participation and Marketplace activities.

2.2 Scope Restrictions. User may not use the Service for any other purpose, including without limitation: (a) to develop competing products or services; (b) to perform benchmarking or competitive analysis; (c) for research or academic purposes unrelated to User's business operations; or (d) in any manner that violates applicable law or third-party rights.

2.3 Authorized Users. User is responsible for all access by Authorized Users and for ensuring that each Authorized User complies with these Terms. User shall maintain a current list of Authorized Users and promptly remove access for any individual who is no longer authorized. Layer IQ may require User to verify Authorized User credentials at any time.

2.4 No Resale or Transfer. User may not sell, transfer, assign, sublicense, or timeshare access to the Service to any third party without Layer IQ's prior written consent.

3.1 Right to Modify. Layer IQ may modify, suspend, or discontinue any feature, functionality, or aspect of the Service at any time. Layer IQ will use reasonable efforts to provide advance notice of material changes that negatively impact Service functionality, but is not obligated to do so.

3.2 No Obligation to Maintain Specific Features. Layer IQ does not warrant that any specific feature or functionality will remain available or unchanged. User's continued subscription following notice of changes constitutes acceptance of the modified Service.

3.3 Changes to Third Party Integrations. Layer IQ may modify, restrict, or discontinue integrations with third-party data providers or platforms at any time, with or without notice.

4.1 Account Registration. To access the Service, User must create an account and provide accurate, current, and complete registration information. User is responsible for maintaining the confidentiality of User Credentials and for all activity that occurs under User's account.

4.2 Account Responsibility. User acknowledges that User Credentials provide access to User Data and other sensitive information. User shall not share User Credentials with any third party and shall immediately notify Layer IQ if User Credentials are compromised or if unauthorized access occurs.

4.3 No Third-Party Accounts. Layer IQ will not create accounts on behalf of third parties. Each entity that wishes to use the Service must register a separate account.

4.4 Authorized User Designations. User may designate Authorized Users through the Service's account settings. Each Authorized User is a representative of User and is bound by these Terms. User remains responsible for all actions taken by Authorized Users, including violations of these Terms.

4.5 Account Changes. User may update, modify, or remove Authorized Users at any time through account settings. Layer IQ will process changes within a reasonable timeframe, but Layer IQ does not guarantee immediate suspension of access.

5A. Acceptable use policy

5.1 General Standard. User shall use the Service only for lawful purposes consistent with the intended functionality described in the Documentation. User is responsible for all activity that occurs under User's account, whether or not authorized by User.

5.2 Prohibited Conduct. User shall not, and shall ensure that Authorized Users do not:

• Use the Service to develop competing products or services, perform unauthorized reverse engineering, decompile, disassemble, or otherwise attempt to extract the source code, algorithms, or proprietary methodologies of the Service;
• Access, use, or attempt to access the Service through automated means (bots, scrapers, crawlers, or similar tools) except through Layer IQ's published APIs and in accordance with any applicable rate limits;
• Attempt to gain unauthorized access to the Service, Layer IQ's systems, networks, or other users' accounts, including through password mining, credential stuffing, or social engineering;
• Transmit malware, viruses, worms, Trojan horses, ransomware, or other harmful or malicious code;
• Use the Service in a way that impairs, disrupts, degrades, or damages Layer IQ's infrastructure, systems, or the experience of other users;
• Remove, obscure, or alter any proprietary notices, labels, or markings on the Service or any output thereof;
• Use the Service to harass, threaten, defame, stalk, or abuse any person or entity;
• Sublicense, resell, rent, lease, or timeshare access to the Service, or use the Service to provide a competing service bureau or managed service offering to third parties, without Layer IQ's prior written consent;
• Exceed any usage limits, quotas, or rate limits specified in User's subscription plan or the Documentation;
• Use the Service or any data obtained through the Service for purposes of litigation, regulatory complaints, or legal proceedings against Layer IQ; or
• Use the Service to violate or facilitate violation of any applicable law, regulation, or third-party right.

5.3 Data extraction and redistribution restrictions. User shall not:

• Systematically extract, scrape, harvest, or collect Third Party Data or Service output for the purpose of creating or supplementing any database, dataset, or product outside the Service;
• Redistribute, resell, sublicense, or make available Third Party Data to any third party, except as expressly permitted in the applicable Third Party Data Provider Terms;
• Use Third Party Data to train, fine-tune, or develop any machine learning model, artificial intelligence system, or automated decision-making tool outside the Service; or
• Circumvent any access controls, authentication mechanisms, rate limits, or technical measures implemented by Layer IQ or its Third Party Data Providers.

5.4 Carbon and environmental claims. User shall not:

• Make false, deceptive, or misleading claims about carbon intensity, environmental impact, or Certificate authenticity, whether to third parties, regulators, or the public;
• Make independent carbon intensity claims for any underlying activity for which a Certificate has been created by Layer IQ or User through the Certificate Program, unless the Certificate has been retired or User has obtained Layer IQ's prior written consent; or
• Represent or imply that Layer IQ endorses, certifies, or guarantees any environmental claim made by User.

5.5 Enforcement. Violation of this Acceptable Use Policy may result in suspension or termination of User's access to the Service under Section 6, without prejudice to any other remedies available to Layer IQ under these Terms or applicable law. Layer IQ reserves the right to investigate suspected violations and to cooperate with law enforcement authorities in the prosecution of illegal activity.

5B. User Data obligations

5.6 Data quality. User shall ensure that User Data submitted to the Service is accurate, complete, and consistent with applicable law. User shall not submit User Data that: (a) infringes third-party intellectual property rights; (b) violates any privacy law or third-party rights; (c) is false or misleading; or (d) relates to activities or transactions that violate applicable law.

5.7 Responsibility for User Data. User is solely responsible for the content, accuracy, and legality of all User Data and for obtaining any consents, licenses, or authorizations necessary for Layer IQ to process User Data as contemplated by these Terms.

6.1 Layer IQ's right to monitor. Layer IQ may monitor User's use of the Service, including Usage Data and User Data, to: (a) enforce these Terms; (b) prevent fraud, abuse, or illegal activity; (c) comply with legal obligations; (d) support AI Features and platform improvements; or (e) detect security threats.

6.2 Suspension of access. Layer IQ may suspend User's access to the Service if: (a) User or an Authorized User breaches these Terms; (b) User fails to pay fees when due; (c) Layer IQ has reasonable grounds to believe User Data violates applicable law or third-party rights; (d) User has falsified claims about carbon intensity or Certificate authenticity; or (e) Layer IQ reasonably believes suspension is necessary to protect the Service, other users, or Layer IQ's systems.

6.3 Suspension without notice. Layer IQ may suspend access immediately and without notice if necessary to prevent harm or illegal activity, but will provide notice and opportunity to cure within five (5) business days if practicable.

6.4 Effect of suspension. If User's access is suspended, User may not access User Data, and the Certificate Program and Marketplace features will be unavailable. Certificates created during the suspension period may not be issued until the suspension is resolved.

7.1 Layer IQ's IP. Subject to Section 7.5, Layer IQ retains all right, title, and interest in the Service, Documentation, and all related technology, including patents, copyrights, trade secrets, and trademarks. No license or ownership is granted to User except as expressly stated in Section 2.1.

7.2 Usage Data license. User grants Layer IQ a worldwide, perpetual, royalty-free, irrevocable license to: (a) collect, analyze, and use Usage Data; (b) create derived analytics, aggregated reports, and anonymized insights from Usage Data; (c) use Usage Data to improve the Service and AI Features; and (d) publish anonymized or aggregated findings derived from Usage Data. This license does not permit Layer IQ to identify User or Authorized Users in published materials without consent, except as necessary to describe Service functionality or improvements.

7.3 User feedback. If User provides feedback, suggestions, or improvement ideas regarding the Service, Layer IQ may use such feedback without compensation or attribution.

7.4 Trademarks. User acknowledges that Layer IQ and its logos and service marks are the property of Layer IQ. User shall not use Layer IQ's trademarks or branding without prior written consent, except as may be permitted in Section 26.

7.5 Open-source software. The Service incorporates open-source software ("OSS") components licensed under their respective open-source license terms. A list of OSS components included in the Service and their applicable licenses is published at layer-iq.com/legal/oss ("OSS Notices Page"). Layer IQ does not claim ownership of OSS components, and nothing in these Terms restricts or limits any rights granted to any party under applicable open-source licenses. To the extent any open-source license expressly supersedes these Terms with respect to the applicable OSS component, the open-source license governs User's use of that component. User's rights to Layer IQ's proprietary technology remain limited to those expressly granted in Section 2.1.

8.1 Confidential Information obligations. Each party (the "Receiving Party") agrees to: (a) protect the Confidential Information of the other party (the "Disclosing Party") using the same degree of care used to protect its own confidential information, but in no case less than reasonable care; (b) limit access to Confidential Information to employees and contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as these Terms; and (c) not disclose Confidential Information to third parties except as expressly permitted by these Terms.

8.2 Permitted disclosures. Each party may disclose Confidential Information if required by law, legal process, or regulatory authority, provided that the party gives the Disclosing Party prompt notice and reasonable opportunity to seek protective measures, unless such notice is prohibited by law.

8.3 Duration. Confidentiality obligations shall survive termination of these Terms for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

8.4 Mutual nature. The confidentiality obligations in this Section 8 are mutual and apply equally to Layer IQ and User. Neither party shall disclose the other's Confidential Information without consent.

9.1 License grant from User. User grants Layer IQ a non-exclusive, worldwide, royalty-free license to store, host, backup, and maintain User Data solely for the purpose of providing the Service to User.

9.2 Data aggregation and derived products. User acknowledges and consents that Layer IQ may: (a) aggregate User Data with Usage Data from other users and Third Party Data; (b) use aggregated or anonymized User Data to identify trends, benchmarks, and derived insights; (c) create benchmarking reports, index products, and other derived analytics; and (d) publish anonymized or aggregated findings. Layer IQ shall not identify User or use User Data in a way that allows identification of User without separate consent, except as necessary to provide the Service.

9.3 User Data retention. Upon written request after account termination, Layer IQ will delete or return User Data within thirty (30) days, provided that: (a) such deletion does not violate applicable law or Layer IQ's legal obligations; (b) Layer IQ may retain anonymized or aggregated data derived from User Data; and (c) User Data may be retained in backup copies for a reasonable period of time.

9.4 No obligation to review. Layer IQ does not undertake to monitor, review, or verify the accuracy, completeness, or legality of User Data. User is solely responsible for the content, accuracy, and legality of User Data submitted to the Service.

9.5 Security. Layer IQ maintains reasonable security measures to protect User Data from unauthorized access, disclosure, or loss. Layer IQ does not warrant that Layer IQ's security will be perfect or impenetrable or will prevent all unauthorized access or data loss.

9.6 Data Processing Agreement. To the extent that User Data includes personal data subject to GDPR, UK GDPR, CCPA, or other applicable data protection laws, the Data Processing Agreement published at layer-iq.com/legal/dpa is incorporated into these Terms by reference and governs Layer IQ's processing of such personal data. In the event of a conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail.

10.1 Third party data framework. Layer IQ integrates data from third-party providers, including licensed data, publicly available data, and marketplace integration data. Information about available Third Party Data sources, provider names, and applicable terms is published at layer-iq.com/legal/third-party-notices and is incorporated into these Terms by reference.

10.2 User's compliance with third party terms. User acknowledges that third-party data providers impose their own terms of use, licensing restrictions, and data use limitations. By accessing and using User Data that incorporates Third Party Data, User agrees to comply with all applicable Third Party Data Provider Terms as published and updated by Layer IQ. Layer IQ will identify which User Data incorporates Third Party Data where practically feasible, but does not warrant that all Third Party Data sources are identified.

10.3 Flow-down of restrictions. User acknowledges that certain Third Party Data Providers impose restrictions on data use and processing. User shall not use the Service or User Data in ways that violate these restrictions, including but not limited to restrictions on competitive analysis, reverse engineering, redistribution, or sublicensing of Third Party Data.

10.4 Updates to third party data terms. Layer IQ may update the Third Party Data Provider Terms page at any time as providers are added, modified, or removed. User is responsible for reviewing the Third Party Data Provider Terms page periodically. User's continued use of the Service following updates constitutes acceptance of updated terms, provided that material restrictions on User's existing access or use shall apply prospectively only.

10.5 Third party data warranty disclaimer. Layer IQ does not warrant the accuracy, completeness, currency, or quality of Third Party Data. User acknowledges that Layer IQ is not responsible for Third Party Data Provider performance, data quality, or compliance with Third Party Data Provider Terms.

10.6 No warranty of availability. Layer IQ does not warrant that any particular Third Party Data source will remain available or unchanged. Providers may discontinue data feeds, modify terms, or cease operations without notice.

10.7 No reliance for regulatory, compliance, or reporting purposes. Third Party Data is provided for informational purposes only and is not a substitute for independent verification, professional advice, or primary-source data. User is solely responsible for determining the suitability of Third Party Data for any regulatory, compliance, financial reporting, environmental reporting, carbon accounting, or other reporting purpose. Layer IQ does not verify, audit, certify, or assure the accuracy or completeness of Third Party Data, even where the Service displays data confidence indicators, source attributions, or quality scores — such indicators reflect metadata provided by Third Party Data Providers and Layer IQ's internal classification and do not constitute a representation or warranty by Layer IQ. Third Party Data Providers may maintain their own certifications, audits, or assurance programs (such as ISAE 3000 or similar standards), but those programs are between the Third Party Data Provider and its auditors, and Layer IQ makes no representation regarding such programs. Layer IQ is not liable for any regulatory penalties, fines, sanctions, audit findings, restatements, compliance failures, or losses arising from User's reliance on Third Party Data for any purpose.

11.1 Program overview. The Certificate Program enables creation and trading of IT Environmental Certificates (ITECs) and IT Material Attribute Tokens (IMATs) through the Bloom Registry (collectively, "Certificates"). Layer IQ digitizes, analyzes, and verifies ITAD data to support Certificate creation, subject to Bloom's verification and auditor approval. ITECs are created when IT assets are refurbished, resold, or reused. IMATs are created when IT assets are recycled and materials are recovered. Certificates are accounting and claim instruments, not carbon offsets or emissions removals.

11.2 Certificate participation election.

• Disclosure and choice. During signup, User (if an ITAD Organization) is presented with a clear explanation of the Certificate Program, including how Certificates are created from User's activity data, the value they represent, and the ownership options available. User selects one of the following participation options:
  • Option A — User creates and owns. User elects to create and own Certificates from User's activity data through the Certificate Program. User pays the applicable per-Certificate fee. Layer IQ digitizes, processes, and submits the data through the verification and audit workflow. Upon issuance, the Certificates belong to User.
  • Option B — Layer IQ creates; User purchases at wholesale (standing purchase). Layer IQ creates Certificates from User's activity data. User commits to purchasing all Certificates created from User's data at Layer IQ's then-current wholesale cost. Layer IQ invoices User for purchased Certificates each billing cycle.
  • Option C — Layer IQ creates and brokers (default). Layer IQ creates Certificates from User's activity data and retains ownership. Layer IQ may sell, transfer, broker, or otherwise monetize the Certificates at its discretion without further obligation to User. User receives no Certificates and pays no per-Certificate fees. The Service interface displays the Certificate value being generated from User's data for informational purposes.
  • Option D — Per-batch purchase right. Layer IQ creates Certificates from User's activity data. When a batch of Certificates is created, User is notified through the Service interface and/or email. User has five (5) business days from notification to elect to purchase any or all Certificates in the batch at Layer IQ's then-current wholesale cost. Certificates not purchased within the five (5) business day window become Layer IQ's property and may be sold, transferred, brokered, or otherwise monetized at Layer IQ's discretion without further obligation to User.
  • Opt out. User may elect that no Certificates be created from User's activity data. No Certificates will be created and no Certificate fees apply.
• Informed consent. User acknowledges that the Certificate Program election is presented conspicuously during signup, that User has had the opportunity to review this Section 11, and that User's election is made knowingly and voluntarily.
• Prospective effect. All elections and changes to elections take effect prospectively only. Certificates already created or in process at the time of election change are not affected.
• Modification. User may change Certificate Program participation at any time in account settings. Changes apply to activity data submitted after the change.

11.3 Certificate ownership.

• User-owned Certificates. Under Option A, Option B, or Option D (where User exercises the purchase right), User owns the Certificates and is responsible for all applicable fees, Bloom Registry management, and compliance with Bloom's terms.
• Layer IQ-owned Certificates. Under Option C, or under Option D where User does not exercise the purchase right within the five (5) business day window, Layer IQ retains ownership of the Certificates and may sell, transfer, broker, or otherwise monetize them at Layer IQ's discretion.
• Later purchase of unsold Certificates. Layer IQ-owned Certificates that have not been sold or transferred remain available for User to purchase at Layer IQ's then-current wholesale price at any time through the Service, subject to availability.

11.4 Certificate fees. User shall pay Layer IQ's then-current per-Certificate fee for each Certificate that User elects to own, whether through Option A (User Creates and Owns), Option B (Standing Purchase), or Option D (Per-Batch Purchase Right). The per-Certificate fee is separate from the monthly subscription fee and shall be charged upon Certificate creation (under Option A), each billing cycle (under Option B), or upon purchase election (under Option D). Under Option C, no per-Certificate fee is charged to User.

11.5 Exclusive claims. User acknowledges that once a Certificate is created from a particular activity or asset, User may not make independent carbon intensity claims for the same underlying activity or asset without the prior written consent of the Certificate owner, to prevent double-counting and fraud.

11.6 No guarantee of issuance. Layer IQ does not guarantee that Certificates will be created or issued. Certificate creation and issuance is contingent on: (a) Bloom's verification of data and methodology; (b) compliance with applicable regulations and Bloom's terms; (c) auditor approval; and (d) User's compliance with these Terms. If a Certificate fails to be issued for any reason, User's fees (if applicable) may not be refunded, except as expressly provided in Layer IQ's refund policy.

11.7 Certificate handling upon termination.

• User-owned Certificates. If User owns Certificates and User's account is terminated, User retains ownership and remains responsible for managing them on the Bloom Registry. Layer IQ may provide transition assistance for a reasonable period of time.
• Layer IQ-owned Certificates. If Layer IQ owns Certificates created from User's activity data, Layer IQ's ownership continues after account termination, provided that Layer IQ shall not create additional Certificates from historical activity data after termination without User's written consent.
• Unsold Certificates. If Layer IQ-owned Certificates have not been sold or transferred at the time of account termination, User may purchase them at wholesale cost for a period of sixty (60) days after termination, subject to applicable regulations and Bloom Registry procedures.

11.8 Compliance with Bloom terms. User acknowledges that Certificates are subject to the Bloom Registry's terms, conditions, and procedures. User shall comply with all applicable Bloom terms and shall cooperate with Bloom and auditors regarding Certificate verification, auditing, and administration.

11.9 Certificate Marketplace. User may participate in the Marketplace to list, offer, or purchase Certificates, subject to Section 12. All Certificate transactions are subject to the Marketplace Terms and this Certificate Program section.

12.1 Marketplace overview. The Marketplace is a Layer IQ-facilitated platform that connects carbon brokers, Certificate sellers, Certificate buyers, and other participants for the purpose of discovering and trading Certificates and related instruments. Layer IQ operates the Marketplace on a facilitation basis and does not itself transact or take title to Certificates or other instruments (except as permitted under Section 11.3).

12.2 Marketplace participation. User may opt to participate in the Marketplace through account settings. Once opted in, User may list, offer, and purchase Certificates and other instruments, subject to Layer IQ's Marketplace listing policies and these Terms. Not all users or entity types may be eligible for all Marketplace features.

12.3 Transactions and pricing.

• User-directed transactions. Marketplace transactions (including pricing, terms, and conditions) are negotiated and agreed upon directly between the buyer and seller. Layer IQ does not set prices, negotiate terms, or facilitate specific transaction terms.
• Layer IQ's role. Layer IQ provides the platform for discovery and communication but is not a party to transactions and does not transact on User's behalf.
• Transaction confirmation. Users are responsible for confirming all transaction details, including specifications of Certificates, pricing, and settlement terms. Once confirmed, transactions are binding between the parties.

12.4 Marketplace content. User shall not list, offer, or describe Certificates or instruments in ways that: (a) are false, deceptive, or misleading; (b) violate applicable law or regulatory standards; (c) infringe third-party rights; or (d) violate the terms of the Bloom Registry or other applicable instruments' governance.

12.5 Marketplace disputes. Layer IQ is not responsible for disputes between Marketplace participants, including disputes regarding pricing, delivery, authenticity of Certificates, or performance of transactions. Layer IQ does not mediate disputes and is not liable for losses, damages, or claims arising from Marketplace transactions. User acknowledges that Layer IQ is a facilitator only and that User assumes all risk associated with Marketplace participation.

12.6 Removal of listings. Layer IQ may remove listings from the Marketplace at any time without notice if Layer IQ reasonably believes the listing violates these Terms, applicable law, or Bloom Registry standards.

12.7 Marketplace fees. Layer IQ may charge marketplace transaction fees, listing fees, or other charges for Marketplace services as specified in the subscription plan or separately communicated to User. These fees are separate from monthly subscription fees and Certificate creation fees.

13.1 AI features description. Layer IQ uses artificial intelligence, including machine learning models, to provide certain Service features, including anomaly detection, anomaly scoring, and analytics. These features are referred to as "AI Features."

13.2 Use of Claude AI. Layer IQ may use Anthropic's Claude AI language model (in isolated mode) to support AI Features, including anomaly detection and analysis of User Data. User consents to Layer IQ's use of AI processing of User Data for these purposes. User Data submitted to Claude is processed in isolated mode and not used to train Layer IQ's or Anthropic's models.

13.3 AI feature limitations.

• Not perfect. AI Features are not perfect and may produce inaccurate, misleading, or false results. Layer IQ does not warrant the accuracy or reliability of AI Feature output.
• No liability for AI errors. Layer IQ is not liable for errors, inaccuracies, or harmful outcomes resulting from AI Feature use, including anomaly misdetection or misclassification.
• Human review required. User is responsible for reviewing AI Feature output and not relying solely on AI-generated results for critical decisions. User shall implement appropriate human oversight and verification processes.
• Evolving technology. AI Features may be modified, updated, or improved at any time, and Layer IQ does not warrant that AI Feature performance will remain consistent.

13.4 AI data usage. User acknowledges that Layer IQ may use Usage Data derived from AI Feature interactions to improve AI Features, retrain models, and develop new features. This usage is governed by Section 7.2 and the License Grant for Usage Data.

13.5 No reliance for critical safety. User shall not rely on AI Features for decisions that could result in safety-critical harm, regulatory violations, or significant financial loss without independent human verification. Layer IQ specifically disclaims liability for such reliance.

14.1 Subscription pricing. User shall pay the monthly subscription fee specified in User's subscription plan. Subscription fees are billed monthly (or as otherwise specified in the plan) on the anniversary of the subscription commencement date or the date specified in the subscription plan.

14.2 Per-Certificate fees. In addition to the monthly subscription fee, User shall pay the per-Certificate fee specified in the rate schedule for each Certificate that User elects to own, whether through Option A (User Creates and Owns), Option B (Standing Purchase), or Option D (Per-Batch Purchase Right). Per-Certificate fees are charged upon Certificate creation (under Option A), each billing cycle (under Option B), or upon purchase election (under Option D). No per-Certificate fee is charged to User under Option C (Layer IQ Creates and Brokers).

14.3 Marketplace fees. Layer IQ may charge marketplace transaction fees, listing fees, or other marketplace-related charges as specified in the subscription plan or rate schedule. These fees are separate from subscription and Certificate fees and are charged on a transaction-by-transaction basis or as otherwise specified.

14.4 Job packs for ITADs. ITAD Organizations may purchase job packs that provide a specified number of processing jobs. Job pack pricing is set forth in the rate schedule. Job packs and all unused jobs expire at the end of User's current Monthly Subscription Period (or, if User has selected a longer billing cycle, at the end of that cycle). If User renews the subscription, unused jobs from the expiring period roll over into the renewal period. If User does not renew, all unused jobs are forfeited and are not refundable. Job packs are non-transferable between accounts. For the avoidance of doubt, all add-on purchases (including job packs purchased during the final days of a subscription period) expire at the end of the then-current subscription period and are subject to the same rollover and forfeiture rules.

14.5 Tax. All fees are exclusive of applicable sales, use, and other taxes. User shall be responsible for all applicable taxes, and Layer IQ will invoice taxes separately where required by law. User shall provide valid tax exemption documentation if applicable.

14.6 Billing and payment terms.

• Billing information. User shall provide current, accurate billing information and payment method. User authorizes Layer IQ to charge the provided payment method.
• Payment method. Layer IQ accepts payment via credit card or other methods specified in the subscription management portal. Layer IQ may update payment methods at any time.
• Renewal and auto-billing. Unless User explicitly cancels the subscription in writing, subscriptions automatically renew at the end of each Monthly Subscription Period. Layer IQ will charge the subscription fee to User's payment method on the renewal date.
• Failed payments. If a payment is declined or fails, Layer IQ will attempt to charge again. If a payment fails after three (3) attempts, Layer IQ may suspend User's access to the Service without further notice. User is responsible for providing valid payment methods.

14.7 Changes to fees. Layer IQ may change subscription fees, per-Certificate fees, marketplace fees, and job pack pricing upon thirty (30) days' notice. Changes apply to renewals and new purchases occurring after the effective date of the change. User's continued use of the Service following notice of fee changes constitutes acceptance of the new fees.

14.8 No refunds. Subscription fees are non-refundable except as expressly provided in Layer IQ's refund policy or as required by law. If User cancels mid-month, fees already paid are non-refundable, but User remains able to access the Service for the remainder of the billing period.

14.9 Suspension for non-payment. If User fails to pay fees when due, Layer IQ may, after providing five (5) days' written notice, suspend User's access to the Service. Suspension will continue until all outstanding fees are paid in full, including any late fees or collection costs.

15.1 Trial period. Layer IQ may offer new Users a free thirty (30) day trial of the Service. The trial period commences on the date User creates an account and accepts these Terms. Trial access includes the same functionality as a paid subscription, except as may be limited by Layer IQ.

15.2 Trial terms. During the trial period, User shall comply with all terms and conditions of these Terms. All sections apply to trial users, including Sections 5 (User Obligations and Restrictions), 6 (Monitoring, Access, and Suspension), and 9 (User Data).

15.3 Trial limitations. Layer IQ may limit trial usage by imposing monthly usage quotas, data limits, or feature restrictions. These limitations will be communicated in the Documentation or upon signup. If User exceeds trial limitations, Layer IQ may throttle, restrict, or suspend trial access without liability.

15.4 No guarantee of service continuation. Layer IQ does not guarantee that the Service will continue to be available after the trial period expires. If User does not subscribe to a paid plan, User's access will be terminated at the end of the trial period, and User Data may be deleted.

15.5 Trial data retention. Upon trial expiration or cancellation, Layer IQ has no obligation to retain User Data. User may export User Data before trial expiration, but once the trial expires, User Data may be deleted without further notice.

15.6 Conversion to paid subscription. User may convert a trial account to a paid subscription at any time by selecting a subscription plan and providing payment information. Once converted, the standard fees and terms apply.

The initial term of these Terms commences on the Effective Date and continues until either party terminates in accordance with Section 17. These Terms are renewed automatically at the end of each Monthly Subscription Period unless either party provides notice of non-renewal as provided in Section 17.

17.1 Termination by User. User may terminate these Terms and the subscription at any time by providing written notice to Layer IQ and disabling the subscription in account settings. Termination is effective at the end of the current Monthly Subscription Period unless User requests immediate termination, in which case termination is effective immediately.

17.2 Termination by Layer IQ. Layer IQ may terminate these Terms and User's subscription: (a) for material breach of these Terms by User that remains uncured after thirty (30) days' written notice; (b) if User fails to pay fees when due after five (5) days' written notice; (c) if Layer IQ determines that User or Authorized Users have engaged in illegal activity or violated third-party rights; or (d) in Layer IQ's sole discretion upon ninety (90) days' written notice, with refund of prepaid fees for the unused portion of the subscription.

17.3 Effect of termination.

• Access suspension. Upon termination, Layer IQ will suspend User's access to the Service immediately. User shall have thirty (30) days to export or retrieve User Data, after which Layer IQ may delete User Data in its sole discretion.
• Survival of data. Termination of these Terms does not affect Layer IQ's rights to Usage Data, Feedback, or other data rights granted under Sections 7.2 and 9.2.
• Payment obligations. User remains responsible for payment of all fees accrued prior to termination, including pro-rata subscription fees for the month in which termination occurs (unless User has selected immediate termination, in which case prepaid fees are handled as described in 17.2).
• Certificate Program. Upon termination, Sections 11.7 and 11.8 apply regarding Certificate handling and compliance with Bloom Registry procedures.
• Marketplace. If User has listed Certificates or instruments on the Marketplace, Layer IQ may remove all listings upon termination. User remains responsible for managing Certificates owned by User and resolving any pending Marketplace transactions.

17.4 Return of Confidential Information. Upon termination, each party shall, upon written request, return or certify destruction of the other party's Confidential Information, provided that: (a) Confidential Information embedded in residual memory or recovered from backup copies may be retained, and (b) confidentiality obligations shall survive as provided in Section 8.3.

18.1 AS-IS SERVICE. THE SERVICE, INCLUDING ALL FEATURES, FUNCTIONALITIES, AND CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LAYER IQ EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

18.2 NO WARRANTY OF PERFORMANCE. LAYER IQ DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE WILL BE COMPATIBLE WITH USER'S SYSTEMS; (D) USER WILL ACHIEVE ANY PARTICULAR RESULTS; OR (E) THE SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS.

18.3 AI FEATURE WARRANTIES. AI FEATURES ARE PROVIDED AS-IS AND LAYER IQ MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS OF AI FEATURE OUTPUT. USER ASSUMES ALL RISK ASSOCIATED WITH AI FEATURE USE, INCLUDING INACCURACY, MISCLASSIFICATION, AND RELIANCE ON INACCURATE RESULTS.

18.4 THIRD PARTY DATA. LAYER IQ MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR QUALITY OF THIRD PARTY DATA. LAYER IQ IS NOT RESPONSIBLE FOR THIRD PARTY DATA PROVIDER PERFORMANCE, AVAILABILITY, OR COMPLIANCE WITH THIRD PARTY DATA PROVIDER TERMS.

18.5 CERTIFICATE PROGRAM. LAYER IQ DOES NOT GUARANTEE CERTIFICATE CREATION, ISSUANCE, AUTHENTICITY, OR VALIDITY. CERTIFICATE CREATION AND ISSUANCE IS CONTINGENT ON BLOOM VERIFICATION, REGULATORY COMPLIANCE, AND AUDITOR APPROVAL. LAYER IQ IS NOT LIABLE IF CERTIFICATES FAIL TO BE CREATED OR ISSUED FOR ANY REASON.

18.6 AVAILABILITY OF MARKETPLACE. THE MARKETPLACE IS PROVIDED AS-IS AND LAYER IQ DOES NOT WARRANT: (A) AVAILABILITY OF MARKETPLACE FEATURES AT ALL TIMES; (B) AUTHENTICITY, ACCURACY, OR LEGALITY OF MARKETPLACE LISTINGS; (C) PERFORMANCE OF OTHER MARKETPLACE PARTICIPANTS; OR (D) SUCCESS OF MARKETPLACE TRANSACTIONS.

18.7 NO GUARANTEE OF UPTIME. LAYER IQ DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME, AVAILABILITY, OR PERFORMANCE. LAYER IQ MAY PERFORM MAINTENANCE, UPGRADES, OR REPAIRS AT ANY TIME WITH OR WITHOUT NOTICE.

18.8 THIRD PARTY CONTENT. LAYER IQ IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTY REGARDING THIRD PARTY CONTENT, LINKS, OR INTEGRATIONS. USER'S USE OF THIRD PARTY SERVICES IS AT USER'S SOLE RISK AND SUBJECT TO THIRD PARTY TERMS.

18.9 LEGAL COMPLIANCE. LAYER IQ DOES NOT WARRANT THAT THE SERVICE OR USER DATA WILL COMPLY WITH ANY SPECIFIC LAW, REGULATION, OR STANDARD. USER IS RESPONSIBLE FOR ENSURING THAT USER'S USE OF THE SERVICE AND HANDLING OF USER DATA COMPLY WITH APPLICABLE LAW.

19.1 Liability cap. EXCEPT FOR: (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 20; (C) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; OR (D) EITHER PARTY'S INDEMNIFICATION OF THE OTHER, IN NO EVENT SHALL LAYER IQ'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY USER TO LAYER IQ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500.00).

19.2 Exclusion of consequential damages. EXCEPT FOR BREACHES OF SECTION 8 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.3 Essential limitation. The parties acknowledge that the limitations in Sections 19.1 and 19.2 are essential terms of these Terms. The parties would not enter into these Terms without these limitations.

19.4 Basis for allocation of risk. The limitations in this Section 19 allocate the risks of these Terms between the parties. Layer IQ's pricing is calculated based on these limitations, and the parties agree that Layer IQ would charge significantly higher fees if these limitations were unavailable.

19.5 No liability for User Data loss. LAYER IQ IS NOT LIABLE FOR ANY LOSS, CORRUPTION, OR DELETION OF USER DATA, WHETHER CAUSED BY LAYER IQ'S NEGLIGENCE, TECHNICAL FAILURE, OR ANY OTHER CAUSE, EXCEPT TO THE EXTENT OF THE LIABILITY CAP IN SECTION 19.1. USER ACKNOWLEDGES THE IMPORTANCE OF BACKING UP USER DATA AND ASSUMES RESPONSIBILITY FOR DATA BACKUP AND RECOVERY.

19.6 No liability for Certificate issuance failure. LAYER IQ IS NOT LIABLE IF CERTIFICATES FAIL TO BE CREATED OR ISSUED, EVEN IF USER HAS PAID PER-CERTIFICATE FEES. CERTIFICATE CREATION IS CONTINGENT ON BLOOM VERIFICATION AND AUDITOR APPROVAL, WHICH ARE OUTSIDE LAYER IQ'S CONTROL.

20.1 Indemnification by User. User shall indemnify, defend, and hold harmless Layer IQ, its officers, directors, employees, agents, and Affiliates from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) User Data submitted by User or Authorized Users; (b) User's violation of applicable law; (c) User's violation of third-party intellectual property rights; (d) User's violation of these Terms; (e) User's use of the Service in violation of the scope granted; or (f) claims by third parties related to User Data or User's use of the Service.

20.2 Indemnification by Layer IQ. Layer IQ shall indemnify, defend, and hold harmless User from and against any and all claims, damages, and liabilities (subject to the limitation in Section 19.1) that the Service, as provided by Layer IQ, infringes any patent, copyright, or trade secret of a third party, provided that: (a) User promptly notifies Layer IQ in writing of the claim; (b) Layer IQ has sole control of the defense and settlement; and (c) User provides Layer IQ with reasonable cooperation. This indemnity does not apply to claims arising from: (i) User Data or Third Party Data; (ii) combination of the Service with third-party products or services; (iii) use of the Service not in accordance with Documentation; or (iv) modification of the Service by persons other than Layer IQ.

20.3 Remedies for IP claims. If the Service becomes, or in Layer IQ's opinion is likely to become, subject to an infringement claim, Layer IQ may, at its option and expense: (a) obtain the right for User to continue using the Service; (b) modify or replace the Service to be non-infringing while providing materially equivalent functionality; or (c) if neither option is reasonably available, terminate the Service and refund prepaid fees for the unused portion of the subscription.

20.4 Indemnification procedure. The indemnified party shall provide prompt written notice of any claim and shall cooperate with the indemnifying party in the defense thereof. The indemnifying party shall control the defense, provided that the indemnified party may participate with counsel of its choice at its own expense.

21.1 Export control laws. The Service and Documentation may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). User shall not access, use, or export the Service to: (a) any embargoed country or region; (b) any person or entity on the U.S. Specially Designated Nationals (SDN) list or similar restricted party lists; or (c) for any prohibited use, including nuclear, missile, or chemical weapons development.

21.2 User obligations. User is responsible for obtaining any required export licenses or authorizations before accessing or using the Service. User shall not permit access to the Service by any restricted party or in violation of export laws. User shall indemnify Layer IQ for any violation of export laws by User or Authorized Users.

22.1 No assignment by User. User shall not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without Layer IQ's prior written consent. Any attempt to assign in violation of this Section is void.

22.2 Layer IQ may assign. Layer IQ may assign these Terms, in whole or in part, to any successor, Affiliate, or acquiror without User's consent. Upon assignment, the assignee assumes Layer IQ's obligations, and User's recourse shall be against the assignee.

22.3 Binding effect. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

23.1 Amendment. Layer IQ may amend these Terms at any time by providing thirty (30) days' written notice to User. Amendments apply prospectively to new subscriptions and to existing subscriptions upon renewal, unless the amendment is required by law or addresses a legal or regulatory requirement, in which case it may apply immediately.

23.2 User's right to terminate. If Layer IQ makes material changes to these Terms that negatively impact User's rights, User may terminate the subscription without penalty within thirty (30) days of the amendment notice. User's continued use of the Service after the amendment notice constitutes acceptance of the amended Terms.

23.3 No waiver. No waiver of any provision of these Terms is effective unless made in writing and signed by the waiving party. A waiver of one provision or breach does not constitute a waiver of any other provision or breach.

24.1 Notice by User. User may provide notice to Layer IQ via email to legal@layer-iq.com or via postal mail to the address set forth in Section 32 (Contact Information).

24.2 Notice by Layer IQ. Layer IQ may provide notice to User via email to the email address on file in User's account, via the Service's notification dashboard, or via postal mail to the address on file.

24.3 Effectiveness of notice. Notice via email is effective upon transmission. Notice via postal mail is effective upon receipt or five (5) business days after sending, whichever is sooner. Layer IQ may provide notices of non-critical updates via in-app notifications.

25.1 Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

25.2 Exclusive forum. User consents to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida. User waives any objection based on inconvenient forum and submits to the personal jurisdiction of those courts.

25.3 Jury waiver. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED BY A JUDGE OR ARBITRATOR, NOT BY A JURY.

25.4 Alternative dispute resolution. The parties may mutually agree in writing to submit a dispute to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. If agreed, arbitration shall take place in Miami-Dade County, Florida, before a single arbitrator. Each party shall bear its own costs unless the arbitrator awards costs to the prevailing party. Nothing in this Section prevents either party from seeking injunctive or equitable relief in court to prevent irreparable harm.

25.5 Attorneys' fees. In any proceeding to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

26.1 Layer IQ trademark rights. Layer IQ, the Layer IQ logo, and all associated marks are the property of Layer IQ. User shall not use Layer IQ's marks without prior written consent, except as permitted in this Section 26.

26.2 Consent mechanism. During signup and in account settings, User is presented with an affirmative choice regarding Layer IQ's use of User's name and logo in Layer IQ's marketing materials, customer lists, and case studies.

• Default. By default, User may opt out of publicity consent at signup or in account settings at any time.
• Publicity consent. If User affirmatively consents to publicity, Layer IQ may identify User as a Layer IQ customer and may use User's name and logo in promotional materials, without compensation. Layer IQ shall not use User's name or logo in a manner that suggests endorsement of Layer IQ's products or services without separate written approval.
• Opt-out. User may withdraw publicity consent at any time by notifying Layer IQ in writing. Once withdrawn, Layer IQ shall not use User's name or logo in new materials, but may continue to use it in existing published materials for a reasonable wind-down period of thirty (30) days.

26.3 Trademark license (if applicable). If User consents to publicity, User grants Layer IQ a limited, non-exclusive license to use User's name and logo solely for the purpose of identifying User as a customer and in promotional contexts reasonably related to Layer IQ's business.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from these Terms. The remaining provisions shall continue in full force and effect. The parties agree to replace any severed provision with a valid provision that achieves the intended economic and legal effect of the original provision to the maximum extent permitted by law.

These Terms, together with the Documentation, Privacy Policy, Cookie and Tracking Policy, Data Processing Agreement, Third Party Data Provider Terms (layer-iq.com/legal/third-party-notices), and OSS Notices Page (layer-iq.com/legal/oss) (all incorporated by reference), constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations, understandings, and agreements, whether written or oral. No course of dealing, usage, or trade practice shall modify these Terms.

The following Sections shall survive termination or expiration of these Terms:

• Section 7 (Intellectual Property Rights)
• Section 8 (Mutual Confidentiality)
• Section 9.2 (Data Aggregation and Derived Products)
• Section 10 (Third Party Data and Data Provider Terms)
• Section 13.4 (AI Data Usage)
• Section 18 (No Warranties)
• Section 19 (Limitation of Liability)
• Section 20 (Indemnification)
• Section 21 (Export Compliance)
• Section 22 (Assignability)
• Section 25 (Governing Law and Dispute Resolution)
• Section 26 (Trademarks and Publicity)
• Section 27 (Severability)
• Section 28 (Entire Agreement)

All payment obligations accrued prior to termination shall also survive.

These Terms supersede and replace any prior terms of service, acceptable use policies, or other agreements between Layer IQ and User relating to the Service, including any written order forms, quotes, or proposals. In the event of any conflict between these Terms and any other document, these Terms shall control, except that any written order form signed by both parties shall control with respect to pricing and service level terms only.

These Terms are for the exclusive benefit of Layer IQ and User and their respective successors and permitted assigns. No third party has any rights or claims under these Terms except as expressly set forth herein.

For questions about these Terms, privacy concerns, or notices to Layer IQ, please contact:

Layer IQ Technologies, Inc.

Legal Department Email: legal@layer-iq.com

Mailing Address: Layer IQ Technologies, Inc. 132 W International Speedway Boulevard, #1189 Daytona Beach, FL 32114 United States

By accessing or using the Service, User acknowledges that User has read these Terms, understands them, and agrees to be bound by them. If User does not agree to these Terms, User shall not access or use the Service.

End of Terms of Service