Terms of Service

Welcome, and thank you for your interest in Sublayer, Inc. ("Sublayer," "we," or "us") and our website at www.sublayer.com, along with our related websites, hosted applications, and other services provided by us (collectively, the "Service"). These Terms of Service are a legally binding contract between you and Sublayer regarding your use of the Service.

1. Sublayer Service Overview

Sublayer is the owner and provider of cloud-based management software using generative artificial intelligence models for product teams to work together and build functionalities, APIs and tools offered as part of Sublayer's platform (offered online and via mobile application), all packaged as part of Sublayer's Services.

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service complies with applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents that they have authority to bind you to these Terms.

3. Accounts and Registration

To access most features of the Service, you must register for an account. When registering, you may be required to provide information such as your name and email address. You agree that information you provide is accurate, complete, and not misleading, and that you will keep it accurate and up to date. When you register, you will create a password. You are solely responsible for maintaining your account and password confidentiality, and accept responsibility for all activities occurring under your account. If your account is no longer secure, notify us immediately at scott@sublayer.com.

4. General Payment Terms

Certain features of the Service may require you to pay fees. Before paying any fees, you will have an opportunity to review and accept the fees you will be charged. Unless otherwise provided, all fees are in U.S. Dollars and are non-refundable, except as required by law.

4.1 Price

Sublayer reserves the right to determine pricing for the Service and makes reasonable efforts to keep pricing information current. Check the pricing page periodically for current information. Sublayer may change fees for any Service feature if it gives advance notice before changes apply. Sublayer may make promotional offers with different features and pricing to any customers; these promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize Sublayer to charge all sums for orders you make and any Service level you select as described in these Terms or published by Sublayer, including applicable taxes, to your specified payment method. If you pay fees with a credit card, Sublayer may seek pre-authorization of your credit card account to verify validity and available funds or credit.

4.3 Subscription Service

The Service may include subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. The Subscription Service begins on the Subscription Billing Date and continues for your selected subscription period (the "Initial Subscription Period"), and automatically renews for successive periods of the same duration as the Initial Subscription Period (each a "Subscription Period") unless you cancel or we terminate it. If you activate a Subscription Service, you authorize Sublayer or its third-party payment processors to periodically charge all accrued sums on a going-forward basis until cancellation. For "Subscription Fee" information, see our pricing page. Your account will be charged automatically on the Subscription Billing Date and renewal date for applicable fees and taxes for the next Subscription Period. YOU MUST CANCEL YOUR SUBSCRIPTION SERVICE BEFORE IT RENEWS IN ORDER TO AVOID BILLING OF THE NEXT PERIODIC SUBSCRIPTION FEE TO YOUR ACCOUNT. You may cancel the Subscription Service by accessing your account settings or contacting us at scott@sublayer.com.

4.4 Delinquent Accounts

Sublayer may suspend or terminate access to the Service, including fee-based portions, for any account with unpaid amounts due. In addition to the amount owed for the Service, a delinquent account will be charged with fees or charges incidental to chargebacks or collection of unpaid amounts, including collection fees. If your payment method is invalid when a renewal Subscription Fee is due, Sublayer reserves the right to delete your account and associated information or User Content without liability.

5. Licenses

5.1 Limited License

Subject to your complete and ongoing compliance with these Terms, Sublayer grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

5.2 License Restrictions

Except to the extent such restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including security or access control mechanisms. If prohibited under applicable law from using the Service, you may not use it.

5.3 Feedback

If you provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Service ("Feedback"), you hereby grant Sublayer an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. Sublayer has no obligation to provide attribution for Feedback you provide.

6. Ownership; Proprietary Rights

The Service is owned and operated by Sublayer. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Sublayer ("Materials") are protected by intellectual property and other laws. All Materials in the Service are property of Sublayer or its third-party licensors. Except as expressly authorized by Sublayer, you may not use the Materials. There are no implied licenses in these Terms and Sublayer reserves all rights to the Materials not granted expressly in these Terms.

7. Third-Party Terms

7.1 Third-Party Services and Linked Websites

Sublayer may provide tools through the Service that enable you to export information, including User Content, to third-party services, such as through features allowing you to link your account with accounts on third-party services, or through implementation of third-party buttons. By using one of these tools, you authorize Sublayer to transfer that information to the applicable third-party service. Third-party services are not under Sublayer's control, and Sublayer is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Sublayer's control, and Sublayer is not responsible for their content. Review the terms of use and privacy policy of any third-party services before sharing any User Content or information.

7.2 Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under applicable third-party licenses or limiting your use of Third-Party Components under those licenses.

8. User Content

8.1 User Content Generally

Certain features of the Service permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Service, including messages, reviews, photos, video or audio, images, folders, data, text, and any other works of authorship or works ("User Content"). You retain any copyright and other proprietary rights you may hold in the User Content you Post to the Service, subject to licenses granted in these Terms.

8.2 Limited License Grant to Sublayer

By Posting User Content to or via the Service, you grant Sublayer a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform, communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, whether now known or hereafter developed.

8.3 You Must Have Rights to the Content You Post

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all elements of that User Content. Sublayer disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing it via the Service.

8.4 User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Sublayer may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. For clarity, Sublayer does not permit infringing activities on the Service.

8.5 Monitoring Content

Sublayer does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Sublayer reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes.

8.6 AI Inputs

The Service may allow you to submit text or other code ("Input") to the Service for Sublayer to process and generate responses, including code ("Output"). You are responsible for all Inputs you submit to the Service. By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions necessary for Sublayer to process the Inputs. As between you and Sublayer, and to the extent permitted by applicable law, you retain all right, title and interest you have in the Inputs you submit to the Service.

8.7 AI Outputs

Sublayer uses artificial intelligence ("AI") to process Inputs and generate Output. AI is an evolving technology that is constantly improving in accuracy and reliability. If you use the Service to generate Outputs, you acknowledge and agree: (a) Outputs may not always be accurate and may contain material inaccuracies; (b) you should not rely on any Outputs without independently confirming their accuracy; (c) Outputs may not reflect current, correct or complete information; (d) Outputs do not necessarily reflect Sublayer's views.

8.8 User Content and AI Models

Sublayer may use User Content to provide, maintain and improve the Services as set forth in these Terms. Sublayer will not train its AI models on any User Content you submit to the Service.

9. Communications

9.1 Email

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO: (a) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (b) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service; (c) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (d) access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Sublayer; (e) interfere with security-related features of the Service; (f) interfere with the operation of the Service or any user's enjoyment of the Service; (g) perform any fraudulent activity including impersonating any person or entity; (h) sell or otherwise transfer the access granted under these Terms; or (i) attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Intellectual Property Rights Protection

11.1 Respect of Third Party Rights

Sublayer respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

11.2 DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address: Sublayer, Inc., Attn: Legal Department (IP Notification), 6 E 43rd St. Fl 15, New York, NY 10017. Email: scott@sublayer.com.

11.3 Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property right that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf.

11.4 Repeat Infringers

Sublayer's policy is to: (a) remove or disable access to material that Sublayer believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights.

11.5 Counter Notification

If you receive a notification from Sublayer that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Sublayer with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Sublayer's Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located.

11.6 Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to Sublayer in response to a Notification of Claimed Infringement, then Sublayer will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Sublayer will replace the removed User Content or cease disabling access to it in 10 business days, and Sublayer will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Sublayer's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order.

11.7 False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. § 512(f) that any person who knowingly materially misrepresents under Section 512 of the Copyright Act that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees. Sublayer reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

12. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service.

13. Term, Termination, and Modification of the Service

13.1 Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 13.2.

13.2 Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Sublayer may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by accessing your account settings or contacting customer service at scott@sublayer.com.

13.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Sublayer any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 13.3, 14, 15, 16, 17, and 18 will survive.

13.4 Modification of the Service

Sublayer reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Sublayer will have no liability for any change to the Service.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Sublayer, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Sublayer Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party.

15. Disclaimers; No Warranties by Sublayer

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. SUBLAYER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS, OUTPUT AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

SUBLAYER USES AI AND MACHINE LEARNING TO PROVIDE THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE TECHNOLOGY USED BY SUBLAYER TO PROVIDE THE SERVICE IS EXPERIMENTAL, RAPIDLY EVOLVING, AND SUBJECT TO UNEXPECTED OUTPUTS AND RESULTS. YOU ACKNOWLEDGE AND AGREE THAT SUBLAYER WILL NOT BE LIABLE FOR ANY MISTAKES, INACCURACIES, OMISSIONS, OR OFFENSIVE MATERIAL IN THE OUTPUTS OR ANY OTHER CONTENT GENERATED BY THE SERVICE. YOU RELY UPON THE OUTPUTS AT YOUR SOLE RISK.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SUBLAYER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS, OUTPUTS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUBLAYER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SUBLAYER ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO SUBLAYER FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

17. Dispute Resolution and Arbitration

Except as described in Section 17.2 and 17.3, you and Sublayer agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SUBLAYER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions: Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out: If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Sublayer, Inc., Attention: Legal Department – Arbitration Opt-Out, 40 W. 25th St., 9th Fl., New York, NY 10010 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice").

Arbitrator: This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Sublayer.

No Class Actions: YOU AND SUBLAYER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. Miscellaneous

18.1 General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Sublayer regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent.

18.2 Governing Law

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Sublayer submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

18.3 Privacy Policy

Please read the Sublayer Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Sublayer Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4 Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

18.5 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.6 Contact Information

The Service is offered by Sublayer, Inc., located at 6 E 43rd St., Fl 15, New York, NY 10017. You may contact us by sending correspondence to that address or by emailing us at scott@sublayer.com.

18.7 Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.8 No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

18.9 International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.