Terms of Service

Terms of Service

Last updated: November 14, 2025

These Terms of Service ("Terms") govern your access to and use of the products, services, websites, and applications (collectively, the "Services") provided by PrimeLayer LLC ("PrimeLayer", "we", "us", or "our").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

1. Eligibility & Account Registration

1.1 Eligibility

You may use the Services only if you:

  • Are at least 18 years old (or the age of majority in your jurisdiction), and
  • Have the legal power and authority to enter into these Terms.

If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In such cases, "you" and "your" refer to that organization.

1.2 Account Registration

To access certain features, you may need to create an account and provide accurate, current, and complete information. You agree to:

  • Keep your account information up to date, and
  • Maintain the confidentiality of your login credentials.

You are responsible for all activities that occur under your account. Notify us immediately if you suspect any unauthorized access or use of your account.

2. Use of the Services

2.1 License to Use

Subject to these Terms and any applicable plan or order, PrimeLayer grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal purposes.

2.2 Acceptable Use

You agree not to:

  • Use the Services in any unlawful manner or for any unlawful purpose.
  • Attempt to gain unauthorized access to any systems, networks, or data.
  • Interfere with or disrupt the integrity or performance of the Services.
  • Reverse engineer, decompile, or disassemble any part of the Services, except where permitted by applicable law.
  • Use the Services to develop or train models or services that compete directly with PrimeLayer, unless expressly permitted in writing.
  • Upload, transmit, or store any content that is illegal, harmful, abusive, defamatory, obscene, infringing, or otherwise objectionable.

PrimeLayer may (but has no obligation to) monitor use of the Services to ensure compliance with these Terms.

3. Plans, Subscriptions & Payments

3.1 Subscriptions

Some features of the Services may require a paid subscription or plan. Details of available plans, pricing, and features are provided at the time of signup or order.

3.2 Billing & Payment

You authorize PrimeLayer or its payment processor to charge all fees due under your chosen plan to your provided payment method. You agree to keep your payment information accurate and up to date.

3.3 Renewals & Cancellations

Unless otherwise specified, subscriptions automatically renew at the end of each billing period at the then-current rate. You may cancel your subscription at any time through your account settings or by contacting us. Cancellations will take effect at the end of the current billing period.

3.4 Refunds

Except where required by law or explicitly stated otherwise, fees are non-refundable.

4. Your Content

4.1 Definition

“Your Content” means any data, text, files, code, configurations, documents, or other materials you submit, upload, or otherwise make available via the Services.

4.2 Ownership

You retain all rights to Your Content, as between you and PrimeLayer. These Terms do not grant PrimeLayer any ownership rights in Your Content.

4.3 License to PrimeLayer

You grant PrimeLayer a worldwide, non-exclusive, limited license to host, use, process, transmit, display, and back up Your Content as necessary to:

  • Provide, maintain, and improve the Services; and
  • Comply with applicable laws and enforce these Terms.

4.4 Responsibility for Your Content

You are solely responsible for:

  • The accuracy, quality, legality, and integrity of Your Content, and
  • Ensuring that Your Content and use of the Services comply with applicable laws and any third-party rights (including intellectual property and privacy rights).

PrimeLayer is not responsible for any loss, corruption, or unauthorized access of Your Content arising from your actions or from third-party services you choose to integrate.

5. Generated Outputs & Suggestions

The Services may produce outputs, such as code, configurations, documents, or recommendations (“Outputs”). Subject to any applicable usage limits or restrictions, and as between you and PrimeLayer, you may use the Outputs for your internal and commercial purposes.

However:

  • Outputs may be incomplete, incorrect, or not tailored to your particular situation.
  • You are solely responsible for reviewing, testing, and validating Outputs before using them in production or relying on them for business decisions.
  • PrimeLayer disclaims any responsibility for errors, bugs, or issues arising from your use of Outputs.

6. Third-Party Services & Links

The Services may integrate or interact with third-party services, such as cloud providers, source control platforms, authentication providers, or payment processors (“Third-Party Services”).

Your use of Third-Party Services is governed by the terms and privacy policies of those third parties.

PrimeLayer is not responsible for Third-Party Services, their content, or their availability.

PrimeLayer is not liable for any damages or losses arising from your use of Third-Party Services, even if accessed through the Services.

7. Intellectual Property

7.1 PrimeLayer IP

PrimeLayer and its licensors own all rights, title, and interest in and to the Services, including all software, technology, interfaces, designs, logos, trademarks, and other materials, excluding Your Content and Outputs to the extent described above.

7.2 Restrictions

You may not:

  • Remove or obscure any proprietary notices on the Services.
  • Use PrimeLayer’s name, trademarks, or logos without our prior written consent.

7.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant PrimeLayer a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and exploit the Feedback for any purpose without obligation to you.

8. Confidentiality

If, in the course of using the Services, you receive non-public information about PrimeLayer or the Services that is marked or reasonably understood as confidential (“Confidential Information”), you agree to:

  • Use such Confidential Information only as necessary to use the Services; and
  • Not disclose it to any third party without our prior written consent.

This obligation does not apply to information that:

  • Is or becomes publicly available through no fault of your own;
  • You already lawfully knew before receiving it;
  • You independently developed without use of Confidential Information; or
  • You must disclose due to a legal requirement, provided you give us notice (where legally permitted).

9. Beta Features & Trial Access

PrimeLayer may offer certain features or services identified as beta, preview, or trial (“Beta Features”).

  • Beta Features may be provided on an experimental basis, may change, and may be discontinued at any time.
  • Beta Features are provided “as is” without any warranties, and may be subject to additional terms.
  • PrimeLayer shall have no liability arising from or relating to your use of Beta Features.

10. Term, Suspension & Termination

10.1 Term

These Terms remain in effect while you access or use the Services.

10.2 Suspension

PrimeLayer may suspend or restrict your access to the Services, in whole or in part, if:

  • We believe you are violating these Terms or applicable law;
  • Your use poses a security risk or could harm the Services or other users; or
  • Required by law or a government authority.

10.3 Termination by You

You may stop using the Services at any time and may cancel any paid subscription through your account settings or by contacting us.

10.4 Termination by PrimeLayer

We may terminate or suspend your access to the Services at any time, with or without notice, if we believe you have violated these Terms or if we decide to discontinue the Services.

10.5 Effect of Termination

Upon termination:

  • Your right to access and use the Services will cease.
  • We may delete or restrict access to Your Content after a reasonable period, subject to our legal obligations and internal policies.
  • Sections of these Terms that by their nature should survive termination will survive, including but not limited to: ownership, disclaimers, limitations of liability, indemnification, and governing law.

11. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED CONTENT AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WITHOUT LIMITING THE FOREGOING, PRIMELAYER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF:

  • MERCHANTABILITY,
  • FITNESS FOR A PARTICULAR PURPOSE,
  • NON-INFRINGEMENT, AND
  • ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

PRIMELAYER DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  • ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
  • THE SERVICES OR OUTPUTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU USE THE SERVICES AND OUTPUTS AT YOUR OWN RISK.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

  • PRIME_LAYER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
    • YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES;
    • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY;
    • ANY CONTENT OR OUTPUT OBTAINED FROM THE SERVICES; OR
    • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
  • PRIME_LAYER’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
    • THE AMOUNT YOU PAID TO PRIME_LAYER FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR
    • ONE HUNDRED U.S. DOLLARS (US $100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless PrimeLayer and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Your use of the Services or Outputs;
  • Your violation of these Terms; or
  • Your infringement or misappropriation of any third-party rights, including intellectual property or privacy rights.

14. Governing Law & Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally will be brought exclusively in the state or federal courts located in Texas, and you and PrimeLayer consent to the personal jurisdiction and venue of such courts.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top of this page.

If we make material changes, we may provide additional notice (for example, via email or through the Services). Your continued use of the Services after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

16. Miscellaneous

  • Entire Agreement. These Terms constitute the entire agreement between you and PrimeLayer regarding the Services and supersede any prior agreements or understandings.
  • Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • No Waiver. Any failure to enforce a provision of these Terms is not a waiver of our right to do so later.
  • Assignment. You may not assign or transfer these Terms or your rights or obligations under them without our prior written consent. PrimeLayer may assign these Terms without restriction.
  • No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

17. Contact Us

If you have any questions about these Terms or the Services, please contact us at:

PrimeLayer LLC
Email: support@primelayer.com