Last updated: Apr 15, 2024
These terms of service ("Terms") apply when you use the services of Ownlayer, Inc. ("Ownlayer", "we", "us", or "our") or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and websites (“Services”). The Terms include our Privacy Policy and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms.
1. Services
Age. You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian's permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.
License. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services.
2. Restrictions
Restricted Use. You shall not (i) use the Services in a way that infringes, misappropriates or violates any person's rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services; (iii) take any action that may put Ownlayer in breach of any applicable law.
Third-Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Fees and Billing
Fees, Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize us and our affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement.
Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes.
Price Changes. We may change our prices by posting notice to your account and/or to our website. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.
Disputes and Late Payments. If you want to dispute any Fees, please contact team@ownlayer.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services.
4. Intellectual Property Rights
Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Ownlayer hereby assigns to you all its right, title and interest in and to Output. Ownlayer may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms. The Services may generate the same or similar output in response to inputs by other parties. Responses that are requested by and generated for other users are not considered your Content.
Intellectual Property Rights. Ownlayer will retain all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other similar rights (registered or unregistered) (collectively, "Intellectual Property Rights") in the Services, including all derivatives, changes, and improvements, and you agree that you obtains no Intellectual Property Rights or licenses by these Terms except those expressly granted. You may provide feedback to us in the course of using the Services. Ownlayer and its affiliates may use such feedback without restriction and without obligation.
5. Confidentiality You may be given access to Confidential Information of Ownlayer, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Ownlayer or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of yours; (b) you already possess without any confidentiality obligations when you received it under these Terms; (c) is rightfully disclosed to you by a third party without any confidentiality obligations; or (d) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Ownlayer and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
6. Term, Termination
Term. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services.
Termination. We may terminate these Terms for any reason by providing you at least 30 days' advance notice. We may terminate these Terms immediately upon notice to you if you materially breach these Terms, if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive.
7. Representations and Warranties
You represent and warrant that: (a) you have all necessary rights and authority to upload use the Content without violating any third party's proprietary or privacy rights, including Intellectual Property Rights; (b) the Content does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (c) you will comply with all applicable laws, rules, and regulations, and in accordance with these Terms.
8. Indemnification
You will defend, indemnify, and hold harmless Ownlayer, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
9. Limitation of Liability, Disclaimers
EXCLUSION OF DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY.
MAXIMUM AGGREGATE LIABILITY. EACH PARTY'S MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS AND/OR THE SERVICE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO OWNLAYER DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. OWNLAYER MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO ANY UNPAID SUBSCRIPTION WILL NOT EXCEED $100.
ACKNOWLEDGEMENT. THE LIABILITIES LIMITED BY THIS SECTION WILL APPLY TO ALL LIABILITY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE; (B) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (C) EVEN IF THE ESSENTIAL PURPOSE OF A PARTY'S REMEDIES FAIL. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 10, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH LAW.
NO WARRANTIES. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
AI and Legal Acknowledgements. Machine learning and artificial intelligence are probabilistic in nature, and the responses that you receive may not be factual, accurate, or reliable. You acknowledge and agree the foregoing, and that you are responsible for evaluating any responses of the Services. Ownlayer is not a law firm and does not provide legal advice or engage in the practice of law. You acknowledge that you are not relying on Ownlayer for legal advice and has not engaged Ownlayer or any Ownlayer employee as legal counsel.
10. Governing Law, Dispute Resolution
Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
Disputes. If you have a dispute with us, you must first submit your dispute to attempt resolution through discussion. We will negotiate with you in good faith in an effort to resolve such dispute without the necessity of any formal proceeding. In the unlikely event that the dispute cannot be resolved and within 30 business days of our first communication with you after our receit of your written submission, then the parties must submit the dispute to binding arbitration. Except as stated below, , the parties agree that the dispute will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will be held in Oakland, California, or any other location both parties agree to in writing. The prevailing party will be entitled to costs and attorneys' fees. Except as may be required by law or as necessary to enforce the respective award in a court of law, neither party, nor the mediator or arbitrator, may disclose the existence, content, or results of any mediation or arbitration without the prior written consent of both parties.
Exception to Arbitration. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or its infringement of a third-party's Intellectual Property Rights, in the federal or state courts of Alameda County, California, and each party irrevocably submits to the venue and jurisdiction of such applicable courts.
Class Actions. You may only resolve disputes with Ownlayer on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.
11. Miscellaneous
Modifications. We may update these Terms and will notify you of any changes by posting new Terms at https://www.Ownlayer.com/terms/ and updating the “Last Updated” date. If an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Your continued use of the Services following such changes will indicate your acknowledgement of such changes and agreement to be bound by the updated version of these Terms.
Assignment. Neither party may assign these Terms without the written consent of the other, except that we may assign these Terms to an affiliate or in connection with a merger, sale of substantially all of its stock or assets, or other change in control. Any other attempt to assign is void.
Notices. All notices and other communications will be in writing and given when sent by email.
No Agency. These Terms do not create any agency, partnership, or joint venture between the parties.
Severability. If any provision in these Terms is invalid, illegal, or unenforceable, the rest of the Terms will remain in effect.
Force Majeure. Except for payment obligations, neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Entire Agreement. These Terms and any other policies or terms incorporated in these Terms contain the entire agreement between you and Ownlayer regarding the use of the Services and, other than any specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Ownlayer on that subject.
