1 Layer Deep AI – Terms of Use

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS IN THESE TERMS OF USE (THE "TERMS OF USE") CAREFULLY BEFORE CLICKING THE "CONTINUE" BUTTON OR USING 1 LAYER DEEP™ AI.

These Terms of Use are a legally binding agreement between you, a 1 Layer Deep client ("Client," "you," or "your"), and 1 Layer Deep™ ("1 Layer Deep," "1LD," "we," or "us"), governing your subscription to, access to, and use of the 1 Layer Deep artificial intelligence software-as-a-service platform (the "1LD AI Platform") and any related services provided by 1 Layer Deep in connection with the operation of the 1LD AI Platform (collectively, the "Services").

If you are entering into these Terms of Use on behalf of your company or employer, you represent that you have the authority to bind that entity, and references to "Client," "you," or "your" shall refer to both you and your company or employer, as applicable. Each of Client and 1 Layer Deep may be referred to as a "Party," and together as the "Parties."

BY CLICKING "CONTINUE" OR USING THE 1LD AI PLATFORM, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS OF USE, WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT AS OF THE DATE OF ACCEPTANCE (THE "EFFECTIVE DATE"). IF CLIENT DOES NOT AGREE TO THESE TERMS OF USE, CLIENT MAY NOT ACCESS OR USE THE SERVICES.

1 LAYER DEEP MAY UPDATE THESE TERMS OF USE AT ANY TIME BY POSTING A REVISED VERSION ON ITS WEBSITE. CLIENT'S CONTINUED USE OF THE SERVICES AFTER ANY UPDATE CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS.

1. SERVICES

1.1 Services

1 Layer Deep shall provide Client and its authorized users (the "Users") access to the 1LD AI Platform and any Services purchased through the 1 Layer Deep website or pursuant to an executed order form or subscription confirmation (each, an "Order Form"). The Services shall be provided in accordance with these Terms of Use and any applicable Order Form (collectively, the "Agreement").

1.2 Restrictions

Client shall use the Services solely through its Users and solely for Client's internal business purposes, in compliance with all applicable laws. Client shall not, and shall not permit any User or third party to:

• (a) remove, obscure, or alter any proprietary notices, trademarks, or labels on the Services or any output;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying structure of the Services;
• (c) create derivative works of the Services except as expressly permitted;
• (d) rent, resell, sublicense, lease, time-share, or otherwise allow third-party access to the Services.

1.3 Ownership

1 Layer Deep and its licensors retain all right, title, and interest in and to the Services and all related intellectual property, including all software, designs, workflows, infrastructure, graphics, illustrations, text, video, audio, music, prompts, algorithms, methodologies, and know-how.

For clarity, the "1LD Content" includes all documents, guides, spreadsheets, videos, tools, systems, Scorecards, assessments, dashboards, prompts, training materials, and other content made available through the 1LD AI Platform, including all updates, customizations, translations, and derivative works. The Services and 1LD Content are licensed, not sold.

1.4 Not Professional Advice

The Services may provide insights, recommendations, prompts, frameworks, or guidance related to business operations, planning, leadership, performance, or personal development. Client acknowledges that:

• (a) the Services do not provide legal, financial, tax, medical, or other professional advice; and
• (b) Client is solely responsible for evaluating outputs, making decisions, and ensuring compliance with applicable laws and regulations.

2. CLIENT OBLIGATIONS

2.1 Account

To access the Services, Client and each User must register an account (an "Account"). During registration, Client and Users may be required to provide information including, without limitation, email address, contact information, actual/target revenue, divisions, crews, and billing information.

1 Layer Deep may rely on this information to identify Users, personalize the Services (including Scorecards and recommendations), and process billing. Client shall maintain accurate, current information at all times and ensure its Users do the same.

Each User represents that they are at least 18 years old and of legal age in their jurisdiction, and that all provided information is accurate and complete. Client shall not permit any other person to access the Services using its Account.

2.2 Client Responsibility

Client is solely responsible for:

• (a) all data, information, and materials provided by Client or its Users through the Services, including any information related to actual/target revenue, divisions, crews, and Scorecards ("Client Data");
• (b) safeguarding Account credentials; and
• (c) all use of the Services under its Account, whether authorized or unauthorized, including all decisions and actions taken based on outputs.

2.3 Acceptable Use

Client shall not, and shall ensure Users do not:

• (a) interfere with the security, integrity, or performance of the Services;
• (b) bypass security measures;
• (c) upload malicious code or harmful data;
• (d) infringe intellectual property or other rights;
• (e) scrape, crawl, or systematically extract data;
• (f) use the Services to compete with 1 Layer Deep or develop a similar product;
• (g) copy, distribute, or create derivative works of 1LD Content except as expressly permitted;
• (h) use the Services in violation of applicable law.

2.4 Privacy

Client acknowledges that personal information and Client Data are processed in accordance with the 1 Layer Deep Privacy Policy. Client represents that it has obtained all necessary rights and consents for 1 Layer Deep to collect, use, disclose, aggregate, and anonymize such data as described in this Agreement.

3. INTELLECTUAL PROPERTY AND DATA RIGHTS

3.1 License

Subject to payment of applicable fees and compliance with this Agreement, 1 Layer Deep grants Client a revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to:

• (a) access and use the Services and 1LD Content (including Scorecards) solely for Client's internal business purposes; and
• (b) store, print, or copy 1LD Content solely for authorized use, provided all proprietary notices are retained.

3.2 Client Data

Client retains ownership of Client Data. Client represents that it has all rights necessary to provide Client Data and grant the licenses herein.

3.3 License to Client Data

Client grants 1 Layer Deep a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to access, process, store, anonymize, aggregate, and use Client Data to:

• provide and improve the Services;
• generate analytics and insights (including Scorecards);
• train, maintain, and improve AI models; and
• enforce this Agreement.

All aggregated or anonymized data derived from Client Data is owned exclusively by 1 Layer Deep.

3.4 Artificial Intelligence

The Services include AI-powered features ("AI Products") that may be provided through third-party AI service providers. Client acknowledges that inputs and outputs (including Client Data) may be processed by such providers to deliver AI functionality and improve performance. Client shall not use AI Products in violation of any provider policies or applicable law.

3.5 Feedback

Any feedback, suggestions, or ideas provided by Client or Users ("Feedback") are owned exclusively by 1 Layer Deep. Client irrevocably assigns all rights in Feedback to 1 Layer Deep without compensation.

4. FEES AND PAYMENT

4.1 Fees

Client shall pay all fees presented at checkout or in an Order Form (the "Fees"). Fees are payable in U.S. Dollars, are non-refundable except as expressly stated, and renew automatically per the subscription terms selected.

4.2 Late Payments

Overdue amounts may accrue interest at the lesser of 2% per month or the maximum rate permitted by law. Client is responsible for reasonable collection costs.

4.3 Taxes

Fees exclude all taxes. Client is responsible for all applicable sales, use, or similar taxes, excluding taxes on 1 Layer Deep's net income.

4.4 Suspension

1 Layer Deep may suspend access for non-payment or breach of this Agreement.

5. TERM AND TERMINATION

5.1 Term

This Agreement begins on the Effective Date and continues for the subscription term purchased ("Initial Term"). Subscriptions renew automatically unless canceled at least thirty (30) days prior to the end of the then-current term.

5.2 Termination

1 Layer Deep may terminate for convenience with thirty (30) days' notice or immediately for breach. Client may terminate effective at the end of the current term unless otherwise agreed.

5.3 Effect

Upon termination, Client must cease use of the Services. Fees already paid are non-refundable, and outstanding fees remain due.

6. CONFIDENTIAL INFORMATION

Each Party shall protect the other's non-public information using reasonable care and shall not disclose it except as permitted by this Agreement or required by law. Unauthorized disclosure may cause irreparable harm, entitling the injured Party to injunctive relief.

7. WARRANTIES AND DISCLAIMERS

THE SERVICES AND 1LD CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1 LAYER DEEP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

Client shall indemnify and hold harmless 1 Layer Deep from claims arising from Client's or Users' breach, misuse of the Services, violation of law, or infringement of third-party rights. 1 Layer Deep shall indemnify Client for third-party claims alleging the Services infringe intellectual property rights, except to the extent caused by Client Data or misuse.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1 LAYER DEEP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM. CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY.

10. GENERAL

Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

Venue

All disputes shall be resolved exclusively in the state or federal courts located in Florida, and the Parties waive objections to venue and jury trial.

Miscellaneous

These Terms constitute the entire agreement, supersede prior agreements, and may not be amended except in writing by 1 Layer Deep. Client may not assign without consent. Headings are for convenience only. Force majeure events excuse performance except payment obligations.