Terms of Service

1.1 Access to the Service

Subject to the terms of this Agreement, the Company hereby grants Customer a non-exclusive right to access and use the Service solely for Customer's internal business purposes during the Term.

1.2 Data Vendors

The Service offers a marketplace that connects you to third party data providers (the "Data Vendors"). You acknowledge that the Company is solely a technology platform providing a method for you to communicate with a Data Vendor. We cannot and do not endorse or recommend the services of any particular Data Vendor. You further acknowledge that all data, products or services provided by a Data Vendor will be subject to the terms and conditions of a contract by and between you and such Data Vendor, all of whom are third parties unrelated to the Company for whom the Company has no responsibility or control, and that the Company has no liability for any such data, products, services, or other acts, or omissions of the Data Vendors. Customer acknowledges that we are not responsible for a Data Vendor's performance, data quality, or compliance with terms and conditions imposed by such Data Vendor. You, and not the Company, will be solely responsible for (a) any agreements entered into between you and the Data Vendor, (b) any applicable correspondence with the Data Vendor, and (c) any and all purchases and fees owed between you and the Data Vendor. You are responsible for granting the applicable consents and permissions as may be required by Data Vendors to access your asset data, if required by the applicable Data Vendor.

1.3 Usage Restrictions

Customer will not, and will not permit its Authorized Users or any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service to create or develop a competitive product or service; (d) attempt to gain unauthorized access to the Service or make the Service available to anyone other than its Authorized Users; (e) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (f) interfere with or disrupt the integrity or performance of the Service; (g) circumvent, remove, alter or thwart any technological measure or content protections of the Service; (h) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (i) use the Service in violation of applicable law (including applicable export controls laws), or (j) otherwise use the Service except as expressly permitted herein.

1.4 Authorized Users

As part of the registration process, Customer will identify an administrative user name and password for Customer's account. Customer may use the administrative user name and password to create accounts for additional individuals authorized by Customer to access and use the Service (each, an "Authorized User"). Authorized Users are not permitted to share their accounts with any other person or entity. Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and its Authorized Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User's non-compliance with this Agreement and (b) any activity that occurs through an Authorized User's account. Although the Company has no obligation to monitor Customer's use of the Service, the Company may do so and may prohibit any use of the Service it believes may be in violation of this Agreement.

1.5 Modifications

The Company may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, including removing available Data Vendors. Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Service, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Service.

1.6 AI Features

Customer acknowledges and agrees that the Service utilizes certain artificial intelligence ("AI") tools, including a chatbot. There are numerous limitations that apply with respect to content, data or output generated by AI Tools due to the fact that it is automatically generated, including that they may contain errors or misleading information. Customer agrees that it is responsible for any reliance on the accuracy, completeness, or usefulness of any AI-generated output.

2.1 Customer Data

Customer is responsible for the accuracy and quality of all data, content, information, and other materials uploaded, posted or otherwise provided to or through the Service by or on behalf of Customer and its Authorized Users (the "Customer Data"). Customer represents and warrants that it has obtained all necessary consents and approvals to collect, process, and use, and allow the Company and the Data Vendors to use and process such Customer Data as contemplated by this Agreement. Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company's subcontractors performing services for the Company and to third party service providers used by the Company in providing the Service, including the Data Vendors) to access, use, reproduce and create derivative works of all Customer Data to provide, support and improve the Service for Customer and to generate the De-Identified Data.

2.2 De-Identified Data

The Company may generate de-identified data, datasets, learnings and other outputs based on the Customer Data ("De-Identified Data"). De-Identified Data will not identify Customer or any Authorized User or other individual. Company retains all right, title, and interest in and to De-Identified Data, and may use De-Identified Data during and after the Term to support and improve the Service for the benefit of Company's customers generally, including to train the Company's artificial intelligence models and algorithms.

2.3 Usage Data

Additionally, the Company shall have the right to collect, monitor, and analyze data and information relating to Customer's and its Authorized Users' access to and use of the Service ("Usage Data"). The Company may use Usage Data to provide, operate, maintain, support, secure, analyze, and improve the Service for the benefit of Company's customers generally.

2.4 Data Processing

The Company's collection and use of personal information in connection with the Service will be subject to the Company's Data Processing Addendum, available at https://www.layer-iq.com/legal/dpa.

3.1 Company Rights

The Company shall own and retain all right, title and interest in and to the Service, and all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under this Agreement are reserved by the Company.

3.2 Feedback

Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service or any features or functionalities thereof, and any other feedback provided by Customer (collectively, "Feedback") are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.

3.3 Customer Rights

As between the parties, subject to the Company's rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data.

4.1 Fees

You agree to pay for all fees designated by a Data Vendor in your agreement with such Data Vendor. We will facilitate your payment of the applicable fees on behalf of the Data Vendors as the Data Vendors' limited payment collection agent. You hereby authorize us, through the Payment Processor (as defined below), to charge your chosen payment provider (your "Payment Method") in accordance with the Data Vendor's payment terms. You agree to make payment using that selected Payment Method. You are responsible for maintaining up-to-date payment information. If we cannot charge you for fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither the Company nor the Data Vendor will be responsible for any failure to provide the data, products or services associated with those fees. Except as expressly provided in these Terms, all fees paid are non-refundable once paid. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

4.2 Payment Processing

We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Service (your "Billing Account"). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe's Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor, including any data security incidents that the Payment Processor may suffer.

5.1 Confidential Information

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or third party information, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances of disclosure ("Confidential Information"). Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party's Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Disclosing Party's Confidential Information except for the Receiving Party's employees, contractors, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential.

5.2 Exceptions

The Disclosing Party agrees that the foregoing Section 5.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Confidential Information of the Disclosing Party.

5.3 Disclosure by Law

Notwithstanding this Section 5, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.

5.4 Return of Confidential Information

Upon the request of either party, copies and embodiments of such party's Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.

6.1 Termination for Breach

This Agreement will remain in effect so long as your account is active. You have the right to terminate your account at any time by sending a cancellation request to support@layer-iq.comand such termination will be effective at the end of your then-subscription term. The Company may terminate your account at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies we may have, the Company may also terminate your account upon thirty (30) days' notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this Agreement.

6.2 Effects of Termination

No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any Fees accrued or payable to the Company prior to the effective date of termination. At Customer's request, the Company will export to Customer all Customer Data stored on the Service as of the termination date. Otherwise, all of Customer Data on the Service (if any) may be permanently deleted by the Company upon any termination of your account in its sole discretion.

6.3 Survival

The provisions of Sections 2.2, 2.3, 3, 4, 5, 6.3, 7.3, 7.4, 8, 9, and 10 shall survive any termination of this Agreement.

7.1 By Both Parties

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith.

7.2 By the Company

The Company represents and warrants that the Service will operate in conformity with any specifications set forth in writing by the Company in all material respects. In the event of a breach of the warranty in this Section 7.2, Customer shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Service to perform in accordance with this limited warranty. If the Company is unable to correct any identified problem, the Company shall notify Customer and Customer shall have the right to terminate this Agreement upon thirty (30) days' written notice to the Company and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. The foregoing shall be the Company's sole obligation and exclusive liability, and Customer's sole and exclusive remedy, for any breach of the warranty in this Section 7.2.

7.3 Data Disclaimer

All data provided through the Service is provided for informational purposes only and is not a substitute for independent verification, professional advice, or primary-source data. Customer is solely responsible for determining the suitability of such data for any regulatory, compliance, financial reporting, environmental reporting, carbon accounting, or other reporting purpose. The Company does not verify, audit, certify, or assure the accuracy or completeness of data provided by Data Vendors, even where the Service displays data confidence indicators, source attributions, or quality scores. We are not liable for any regulatory penalties, fines, sanctions, audit findings, restatements, compliance failures, or losses arising from your reliance on the data provided through the Service for any purpose.

7.4 GENERAL DISCLAIMER

EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 7, THE SERVICE, AND ALL OTHER SERVICES, DATA AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THAT THE QUALITY OF THE SERVICE, OR ANY OTHER SERVICES, DATA, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICE, WILL MEET CUSTOMER'S EXPECTATIONS.

8.1 By the Company

The Company will (a) defend Customer from any claim, suit or proceeding ("Claim") brought against Customer by a third party alleging that the Service infringes any intellectual property right of such third party and (b) indemnify and hold Customer harmless from any damages, losses, expenses, costs or liabilities finally awarded against Customer by a court of competent jurisdiction as a result of such Claim. Notwithstanding the foregoing, the Company will have no obligation under this Section 8.1 or otherwise with respect to any Claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Service or any breach of this Agreement by Customer, (ii) any combination of the Service with other products, equipment, software or data not supplied by the Company, (iii) any modification of the Service by any person other than the Company or its authorized agents or contractors, or (iv) any activity after the Company has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Service (items (i) through (iv), the "Excluded Activities"). If the Company reasonably believes that all or any portion of the Service, or the use thereof, is likely to become the subject of any infringement Claim, the Company may procure, at the Company's expense, for Customer the right to continue using the Service in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non-infringing, or, in the event the preceding is infeasible or not commercially practicable, the Company may, in its sole discretion, terminate this Agreement upon written notice to Customer and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. This Section 8.1 shall be Customer's sole and exclusive remedy, and the Company's sole and exclusive liability, with respect to any infringement claims relating to Customer's use of the Service.

8.2 By Customer

Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any Claim brought against the Company by a third party arising from or related to (a) an Excluded Activity, and (b) Customer's use of the Service other than a Claim subject to indemnification by the Company.

8.3 Indemnification Procedures

A party seeking indemnification under this Section 8 will provide the indemnifying party with prompt written notice of the relevant Claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure) and permit the indemnifying party to control the defense of such Claim. The indemnified party may employ counsel at its own expense to assist it with respect to such Claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel. The party controlling the defense of a Claim shall keep the other party advised of the status of such Claim and the defense thereof. Neither party shall have the authority to settle a claim on behalf of the other party.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR CUSTOMER'S BREACH OF SECTION 1.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR FEES PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

10.1 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger or sale of all or substantially all of such party's assets or stock. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.3 Entire Agreement

This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.

10.4 Governing Law; Venue

This Agreement and any dispute arising hereunder shall be governed by the laws of the State of Florida, without regard to the conflicts of law provisions thereof. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the Federal or State courts in Miami-Dade County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum.

10.5 Force Majeure

Without limiting anything herein, and except for Customer's payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures.

10.6 Independent Contractor

For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.

10.7 Notices

Any notices in connection with this Agreement will be in writing and sent, if to the Company, at Layer IQ Technologies, Inc. 132 W International Speedway Boulevard, #1189 Daytona Beach, FL 32114 United States or legal@layer-iq.com, and if to Customer, to the email address associated with Customer's account, or in each case such other address as may be properly specified by written notice hereunder. Notices will be deemed given upon confirmed delivery.