Thank you for using the Layer platform and the software, websites and apps, and hardware products, services and features, we make available to you as part of the platform (collectively, the “Service”). The Service allows you to discover, watch and view generative and moving art content. The entity providing the Service is Layer Project, Inc. a company located at 8149 Santa Monica Blvd #365, Los Angeles, CA 90046 (referred to as “Layer”, “we”, “us”, or “our”). Your use of the Service is subject to these terms and any other guidelines and policies we share with you, any of which may be updated from time to time (together, this "Agreement" or these “Terms”). Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.
Individuals - You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms and are of sufficient legal age in your jurisdiction or residence to enter into this Agreement and to purchase and use the Service.
Businesses - If you are using the Service on behalf of a company or organization, you also represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.
Purchase and Subscription Fees and Payment
We do not provide price protection or refunds for any reason, for the subscription or hardware, including in the event of a price drop, promotional offering. Layer hardware and other Service will only operate if you maintain a subscription to the Service.
Any payment terms presented to you in the process of making a purchase of hardware or entering into a subscription are deemed part of this Agreement and are incorporated herein by reference.
The subscription consists of an initial three year period, for which there is a one-time charge, (which may be included in the purchase price of your device as indicated when you purchased the device) followed by recurring annual period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such fees have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges without further authorization from you, until you provide notice that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act. To terminate your authorization or change your payment method, go to account settings.
You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made at account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any subscription fees under your billing account unless you have terminated your subscription as set forth above.
Your subscription will be automatically extended for successive annual renewal periods. We will notify you by email at least 30 days prior to such automatic extension taking effect. To change or terminate your subscription, go to account settings. If you terminate your subscription, you may continue to use your subscription until the end of your then-current term and your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fees paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your subscription at least 15 days before the end of the then-current term. Your subscription cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, we will not refund any amounts that you have already paid.
Layer hardware and other Services will only operate if you maintain a subscription to the Service. You will retain ownership of any Layer hardware you have purchased after your subscription ends, but it will not operate without an active subscription. If any subscription fees are due or are outstanding for a period of three (3) days or more, your subscription will go into an inactive state. In this inactive state, you will be unable to operate your Layer device or other Service. Upon appropriate payment, your subscription will be reactivated, and you will be able to utilize the full functionality of the Service (including any device you may have purchased). Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease.
As disclosed to and agreed by you from time to time, we may charge you fees to access the Service, which may be one time or subscription based, and may automatically renew unless canceled by you prior to renewal. We may provide a refund policy.
We reserve the right to change prices at any time, but changes will not affect any order you have already placed prior to the change in price. In the event that a product or service a portion of the Service is listed at an incorrect price due to typographical or other error, we reserve the right to refuse or cancel any orders placed listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the incorrect price paid.
Any payment terms presented to you in the process of purchasing are deemed part of these Terms and are incorporated herein by reference. For all orders, we calculate and charge sales tax in accordance with applicable laws. By providing a credit card or other payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any payment problem we encounter to proceed with your order. If you want to change or update payment information associated with your Account, you can do so at any time by logging into your Account and editing your payment information.
We may collect payments for any products or services a part of the Service from you directly or we may use a third-party payment processor (“Payment Processor”) to bill you through a payment account selected by you at checkout or linked to your account. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to these Terms. We are not responsible for any errors by a Payment Processor. By choosing to pay for the Service, you agree to pay us, either directly or through a Payment Processor, all amounts for the applicable order in accordance with the applicable payment terms and you authorize us, through a Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due for your order and/or on your Account upon demand.
Title for products purchased from Layer pass to the purchaser at the time of delivery by Layer to the freight carrier.
Content on the Service - The content on the Service includes videos, generative code, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), interactive features, software, metrics, and other materials whether provided by you, Layer or a third-party] (collectively, "Content”). Content is the responsibility of the person or entity that provides it to the Service. Layer is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including by violating the law, you can report it to us.
Layer Accounts - You can use parts of the Service without having a Layer account. However, you do need a Layer account to use some features. To protect your Layer account, keep your password confidential. You should not reuse your Layer account password on third-party applications.
Your Information - Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service. We will process any audiovisual content uploaded by you to the Service in accordance with our Privacy Policy, except in cases where you uploaded such content for personal purposes or household activities.
Permissions and Restrictions - You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law for your personal, non-commercial use. The following restrictions apply to your use of the Service. You are not allowed to:
Reservation - Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Layer.
Develop, Improve and Update the Service - Layer is constantly changing and improving the Service. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users or even an individual user. When the Service requires or includes downloadable software, that software may update automatically on your device once a new version or feature is available, subject to your device settings. If we make material changes that negatively impact your use of the Service, we’ll provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We also will seek to provide you with an opportunity to export your content from your Layer Account, subject to applicable law and policies.
Uploading Content - You may be able to upload Content to the Service. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.
Rights You Grant - You retain ownership rights in your Content. However, we do require you to grant certain rights to Layer and other users of the Service, as described below.
License to Layer - By providing Content to the Service, you grant to Layer a worldwide, non-exclusive (unless explicitly agreed to the contrary in another document), royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Layer’s (and its successors' and affiliates') business, including for the purpose of promoting and redistributing part or all of the Service.
License to Other Users - You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service. For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.
Duration of License - Unless explicitly agreed to the contrary in another document, the licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that Layer may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted.
Right to Monetize - You grant to Layer the right to monetize your Content on the Service (and such monetization may include displaying ads on or within Content or charging users a fee for access). This Agreement does not entitle you to any payments. Any payments you may be entitled to receive from Layer under any other agreement between you and Layer will be treated as royalties. If required by law, Layer will withhold taxes from such payments.
Removing Your Content - Unless explicitly agreed to the contrary in another document, you may remove your Content from the Service at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms.
Removal of Content By Layer - If any of your Content (1) is in breach of this Agreement or (2) may cause harm to Layer, our users, or third parties, we reserve the right to remove or take down some or all of such Content at our discretion. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Layer or our affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Layer or our affiliates.
Strikes - Layer operates a system of “strikes” in respect of Content that violates our guidelines. Each strike comes with varying restrictions and may result in the permanent removal of your Content from Layer and/or the termination of your Account.
Copyright Protection - If you believe your copyright has been infringed on the Service, please send us a notice. We respond to notices of alleged copyright infringement. Layer's policies provide for the termination, in appropriate circumstances, of repeat infringers’ access to the Service.
Account Suspension & Termination
Terminations by You - You may stop using the Service at any time, and ask us to terminate your account.
Terminations and Suspensions by Layer - Layer reserves the right to suspend or terminate your Layer account or your access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any user, other third party, Layer or our affiliates.
Notice for Termination or Suspension - We will notify you with the reason for termination or suspension by Layer unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, Layer or our affiliates.
Effect of Account Suspension or Termination - If your Layer account is terminated or your access to the Service is restricted, you may be able to continue using certain aspects of the Service without an account, and this Agreement will continue to apply to such use. You will not receive a refund for any hardware that you may have purchased. You will also not receive a refund for a pro rata portion of any prepaid subscription fees.
Downloadable Software - When the Service requires or includes downloadable software, unless that software is governed by additional terms which provide a license, Layer gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Layer as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Layer, in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Layer’s written permission.
Open Source - Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.
You are not allowed to copy, modify, distribute, sell, or lease any part of the hardware, or to reverse-engineer or attempt to reverse-engineer the hardware, unless laws prohibit these restrictions or you have Layer’s written permission.
OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND LAYER DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON’T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.
EXCEPT AS REQUIRED BY APPLICABLE LAW, LAYER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS OR ANY SPECIAL DAMAGES, OR PUNITIVE DAMAGES CAUSED BY:
THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
LAYER’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE GREATEST OF (X) AMOUNTS PAID BY YOU TO LAYER OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S), (Y) AMOUNTS PAID BY LAYER TO YOU OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S), OR (Z) ONE HUNDRED DOLLARS (USD $100).
YOU AND LAYER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
NOTWITHSTANDING THE FOREGOING, LAYER WARRANTS TO THE ORIGINAL END USER PURCHASER THAT ANY HARDWARE PURCHASED FROM LAYER IS FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR TWO (2) YEARS FROM THE DATE OF PURCHASE. If your local law in effect at the time of purchase requires a warranty period longer than two (2) years, this warranty shall be extended to the extent required by such law. Within the warranty period, Layer shall repair or replace at no charge to you any components of the hardware that fail the limited warranty provided. You shall be responsible for any related transportation charges. Replacement products may be new or refurbished at our discretion. This limited warranty does not apply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included in the hardware, such as batteries, unless product damage has occurred due to a defect in materials or workmanship; (iii) damage resulting from your failure to use the hardware in accordance with our instructions; (iv) damage resulting from an accident, flood, fire, misuse, or abuse; (v) damage resulting from service performed, or damage resulting from tampering with or alterations to the hardware, by anyone not authorized by Layer; or (vi) use of the hardware with any application or software other than provided by Layer. Layer retains the exclusive right to repair or replace the hardware, or offer a full refund, at its sole discretion. Such remedy shall be your sole and exclusive remedy for any breach of this limited warranty. Warranty repairs and replacements have a new warranty which is the longer of ninety (90) days or the balance of the original two (2) year warranty.
Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Layer, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.
The Service may contain links to third-party websites and online services that are not owned or controlled by Layer. Layer has no control over, and assumes no responsibility for, such websites and online services. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.
You may provide comments, suggestions, or other feedback concerning our Service. You grant Layer a perpetual and irrevocable right and license to use, copy, transmit, distribute, publicly perform, and display such feedback in any manner without any compensation to you.
Changing this Agreement - We may change this Agreement, for example, (1) to reflect changes to our Service or how we do business - for example, when we add new products or features or remove old ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm. If we materially change this Agreement, we’ll provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new product or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. Unless otherwise indicated, any changes will become effective on a prospective basis from the date of posting. We will notify you of any material changes to the Agreement or Services. By continuing to access or use the Service after we have provided you with notice of a modification, you are agreeing to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Service. Layer and its third-party service providers may make improvements and/or changes in the Services, features, and prices described at any time and for any reason in its sole discretion. The mobile app may download and install upgrades, updates, and additional features in order to improve, enhance, and further develop the Service. Layer reserves the right at any time to modify or discontinue, temporarily or permanently, the Service or any portion thereof with or without notice. You agree that Layer shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
Continuation of this Agreement - If your use of the Service ends, some terms of this Agreement will continue to apply to you, as appropriate.
Severance - If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms.
No Waiver - If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).
Interpretation - In these terms, “include” or “including” means “including but not limited to,” and any examples we give are for illustrative purposes.
Governing Law - All claims arising out of or relating to these terms or the Service will be governed by California law, except California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Los Angeles County, California, USA. You and Layer consent to personal jurisdiction in those courts.
Notices - You must send any notices of a legal nature to us at https://layer.com/contact-us.