PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION WHICH (IF YOU ARE RESIDENT IN THE USA OR ELSEWHERE IN THE WORLD, BUT NOT IF YOU ARE A CONSUMER IN THE EUROPEAN UNION) REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.
Welcome to Layer One, a third party software solution built to consolidate multimedia content creator's software and solutions into a single platform! Layer One consists of the web site available at the URL (https://layerone.io) (the “Site”) and all related services, software applications and networks that allow for the seamless integration of multiple third-party software in order to streamline systems, usage, and display information to enhance the lives of content creators on video streaming platforms (\"Service\"). The Service also includes any other sites or services that link to these Terms of Service (“Terms” or “TOS”). Other services offered by Layer One may be subject to separate terms (in which case we will let you what terms will apply to those services).
Please read these Terms carefully. By accessing or using the Service, you affirm (i) that you are at least 13 years of age, (ii) if you have reached the age of majority in your jurisdiction, that you have read, understood, and accept to be bound by the Terms, and (iii) if you are between 13 years of age and the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms. The Service is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Service. If Layer One becomes aware that you are using the Service even though you are under 13, we will deactivate your account. If you are entering into these Terms on behalf of a company, organization, or other legal entity (collectively, a “Subscribing Organization”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; (ii) have read and understand the Terms, and (iii) agree to these Terms on behalf of such Subscribing Organization.
Layer One reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Any such change or modification will be effective immediately upon posting on the Service. Your continued use of the Service after any changes or modifications to these Terms are posted constitutes your binding acceptance of such changes. If you object to any change or modification, your only remedy is to cease using the Service. If at any time you do not agree to these Terms, please immediately terminate your use of the Service.
Access and Use of the Service;
The Service is owned and operated by Layer One. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Layer One in its sole discretion). Any software that may be made available by or on behalf of Layer One in connection with the Service, including Layer One’s mobile and desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Unless otherwise indicated, all Content and other materials on the Service, including, without limitation, Layer One's logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the 'Materials') are protected by applicable intellectual property and other laws. All Materials contained on the Service are the proprietary property of Layer One or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Layer One or its affiliates and/or third-party licensors.
Subject to the terms and conditions of these Terms, Layer One only grants you a personal, non-sublicensable and non-exclusive license to access and use the Service for your personal or internal business use only. Any rights not expressly granted herein are reserved.
Layer One reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Layer One customers. For example, we might list you or your company on one of our webpages under lists of Layer One customers. We do not want to list customers who do not want to be listed, so you may send an email to firstname.lastname@example.org stating that you do not wish to be used as a reference.
Individual Features and Services.
When using the Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted online and notified to you from time to time (the \"Guidelines\"). All these Guidelines are incorporated here by reference into these Terms (i.e. they are made part of these Terms).
User Content, Rights, and Related Responsibilities.
While using the Service, you may upload, post, transmit or otherwise make available via the Services (which may include data you elect to import from Non-Layer One Products you use) data and content (collectively, \"User Content\"). User Content includes messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. By submitting or posting User Content to the Service, you agree that: (a) such User Content is non-confidential; (b) you own and control all of the rights to the User Content that you post or you otherwise have all necessary rights to post such User Content to the Service; (c) the User Content is accurate and not misleading or harmful in any manner; and (d) the User Content, and your use and posting of that User Content in connection with the Service, does not and will not violate these Terms or any applicable law, rule or regulation in your country or elsewhere.
Layer One takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Layer One liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Service is at your own risk. Enforcement of the user content or conduct rules set forth in these Terms is solely at Layer One's discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances.
Layer One will make commercially reasonable efforts to ensure that all facilities used to store and process User Content meet a high standard for security. For more information on our current practices and policies regarding data privacy, security and confidentiality, please see https://layerone.io/privacy; we will make all reasonable efforts to keep that document updated as these practices and policies evolve over time. However, Layer One cannot guarantee that there will be no unauthorized copying or distribution of User Content nor will Layer One be liable for any copying or usage of the User Content not authorized by Layer One. You hereby release and forever waive any claims you may have against Layer One for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY LAYER ONE ARE PROVIDED AND USED \"AS-IS\" AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
In order for Layer One to provide the Service to you, we require that you grant Layer One certain rights with respect to User Content. For example, Layer One needs to be able to transmit, store and copy User Content in order to display it to you and users you have shared it with, to make backups, to prevent data loss, and so on. Your acceptance of these Terms gives Layer One the permission to do so and grants Layer One any such rights necessary to provide the Service to you, only for the purpose of providing the Service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to Layer One are extended to these third parties to the degree necessary in order for the Service to be provided.
If you submit or post User Content to the Service you grant Layer One a worldwide, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content in any form, format, media or media channels now known or developed or discovered afterwards. You grant Layer One and our sublicensees the right to use the name that you submit in connection with such content, if we or they choose. If any users send us any feedback or suggestions regarding the Service, you grant Layer One an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
You are solely responsible for your conduct (including by and between all users), the User Content, and all communications with others while using the Services. Layer One may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Layer One has no obligation to monitor any information on the Services. However, Layer One may remove or disable any publically visible content (“Public Content”) at any time for any reason or for no reason at all. For example, if you upload files that do not belong to you and display them on a broadcast, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of User Content or any other information you and your users may be able to access using the Services. The Services provide features that allow you and your users to share User Content and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.
Account and Password.
While Layer One uses reasonable security precautions, you are solely responsible for maintaining the confidentiality of your account and password, for restricting access to your computer and for all activities that occur under your account or password. Please make sure you provide to Layer One on registration and at all other times information which will be true, accurate, current, complete and kept up to date to the best of your ability. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you must immediately notify Layer One at email@example.com.
Third Party Accounts.
Layer One may permit you to register for and log onto the Service via certain third party sites, such as by connecting your Twitch account with your Layer One account. If you log in via such sites, the profile information connected to the account you use to log into the Service, including your name, may be used by Layer One in order to provide and support your account. You also acknowledge and agree that Layer One may publish information regarding your use of the Service to and in connection with any such third party site with which you use the Service (unless you tell us otherwise).
Subscription Service; Payments.
Layer One may offer certain additional products, services, or digital content in connection with the Service on a subscription basis with recurring payments (“Subscription Services”) To make a purchase on Service, you must be a registered Service user and comply with these Terms. If you decide to use a Subscription Service, you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. Layer One sells is Subscription Services only to those users who can legally make purchases with a credit card. If you are between the ages of 13 and 18 (or the legal age of majority in your state of residence), you may make purchases on the Service only with the permission of a parent or guardian. Layer One reserves the right to refuse or cancel orders or terminate accounts, at any time in its sole discretion. If you do not agree to these Terms, do not make any purchases on the Service.
You agree to pay your subscription fee in advance of receiving any such Subscription Service. Subscription Services may renew automatically, with payment due prior to each renewal. You will promptly update your account information with any changes in your payment information. You agree to pay Layer One in accordance with the terms set forth on the Site (currently, https://layerone.io/pricing and related pages) and these Terms, and you authorize Layer One or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.
If you dispute any charges you must let Layer One know within sixty (60) days after the date that Layer One invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Subscription Service plan, we will provide notice of the change on the Site. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. You are responsible for all charges incurred under your account. Layer One reserves the right to deactivate Subscription Services to your account if payment is past due, regardless of the dollar amount. Layer One may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Layer One’s net income.
Cancellation terms - You may choose not to renew your Subscription Service at any time by canceling the subscription in your subscription settings page found at https://layerone.io/settings/seubscription or by contacting firstname.lastname@example.org. Your cancellation is effective at the end of the current subscription term.
Layer One reserves the right to terminate your license to use the Service and to block or prevent your future access to and use of the Service at any time for any reason, or no reason, with or without notice. This includes Layer One having the ability to terminate or to suspend your access to any purchased products or services, including any Subscription Service. Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any term of these Terms, (iii) any policy or practice of Layer One in operating the Service, or (iv) any content or information transmitted through the Service, is to terminate your account and discontinuing use of any and all parts of the Service. In serious cases of breach of these Terms (for example, infringement of Layer One's intellectual property rights or actions causing it financial loss), Layer One may consider it appropriate to take legal action against you (though we will try to resolve matters amicably with you if possible).
You shall indemnify, defend, and hold harmless Layer One, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from and against any claims, actions or demands, including legal and accounting fees and expenses, arising or resulting from your breach of these Terms, any User Content, or your use or misuse of the Service, your violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. Layer One will use reasonable efforts to notify you of any such claim, action, or demand upon becoming aware of it. Layer One reserves the right, at your expense, to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with Layer One’s defense of these claims.
Disclaimer of Warranties.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Layer One shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that User Content may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Layer One takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your User Content. Layer One will have no liability to you for any unauthorized access or use of any of your User Content, or any corruption, deletion, destruction or loss of any of User Content.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN \"AS IS\" AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND; (B) LAYER ONE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICE, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) WHILE LAYER ONE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICE SAFE, LAYER ONE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. NO ADVICE, INFORMATION OR SERVICES OBTAINED BY YOU FROM LAYER ONE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 9, THE TERM \"LAYER ONE\" INCLUDES LAYER ONE'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL LAYER ONE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY DIRECT, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICE, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM LAYER ONE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LAYER ONE'S RECORDS, PROGRAMS OR SERVICES; OR (B) FOR ANY AMOUNT IN THE AGGREGATE LIABILITY OF LAYER ONE (WHETHER IN CONTRACT, TORT, OR OTHERWISE), ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE, IN EXCESS OF THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER; OR (C) ANY MATTER BEYOND LAYER ONE’S REASONABLE CONTROL.
THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT LAYER ONE HAS OFFERED THE SERVICES, USER CONTENT, MATERIALS AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET IN THESE TERMS, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LAYER ONE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LAYER ONE. LAYER ONE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN LAYER ONE AND RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY REFERENCE SITES. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, LAYER ONE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution/Arbitration; Applicable Law and Venue
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LAYER ONE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LAYER ONE.
In order to expedite and control the cost of disputes, you and Layer One agree to arbitrate any dispute arising out of or relating in any way to your use of the Services or these Terms, and the formation, validity, enforceability, scope, or applicability of this Terms, except that you and Layer One are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Layer One agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Layer One shall be sent to Layer One, LLC, Attn: Legal, 5047 Vernon Oaks Dr. Atlanta, GA 30338. You and Layer One further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Dekalb, Georgia; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Dekalb, Georgia have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of Georgia and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Layer One will not commence against the other a class action, class arbitration or other representative action or proceeding.
Layer One may provide you with notices, including those regarding changes to Layer One's terms and conditions, by email, regular mail or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Layer One is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given 30 days following the initial posting.
The failure of either you or us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the relevant party.
If any provision of these Terms of Service or any guidelines is held to be unlawful, void, or for any reason unenforceable, then for both you and us that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms, and any rights and licenses granted in these Terms, may not be transferred or assigned by you, but may be assigned by Layer One without restriction. Any assignment attempted to be made in violation of this Terms shall be void.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 4, 7-11.
The heading references in these Terms are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions of it.
Entire Agreement; Integration, Modification, and Authority.
If you are a consumer resident in the European Union and you disagree with the above, we encourage you contact us as soon as possible after you start using the Service at email@example.com since otherwise they will be binding on you after a reasonable time period (usually 30 days unless there are exceptional circumstances).
The following section only applies to you if you are resident in the USA or elsewhere in the world (but does not apply if you are a consumer resident in the European Union):
YOU AND LAYER ONE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.