Terms of Service

1. Acceptance of terms

These Terms of Service (the "Terms") are a binding legal agreement between you (the "Customer", "you", or "your") and Layer 0 Digital LLC, a Florida limited liability company ("Layer 0", "we", "us", or "our"). They govern your access to and use of the Layer 0 portal, APIs, software, deliverables, and any related services (collectively, the "Service"). By accessing, registering for, uploading content to, or otherwise using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

2. Eligibility & accounts

The Service is intended for authorized representatives of the 1-to-1 Plans master franchise and its individual builder-franchisees, and for other business users invited by Layer 0. You must be at least 18 years of age and authorized to bind the entity on whose behalf you accept these Terms. You are solely responsible for (a) maintaining the confidentiality of your credentials, (b) all activity that occurs under your account, and (c) promptly notifying Layer 0 of any actual or suspected unauthorized access. Layer 0 may refuse, suspend, or revoke access at its sole discretion.

3. Scope of services

Layer 0 provides Digital Asset Optimization ("DAO") for CAD files used in the production of 1-to-1 Plans' large-format LED displays, together with the portal interface, file intake, status tracking, and delivery channels described in your order or on our pricing page. Specific deliverables, turnaround windows, pricing, and overage rates are set forth in your active order, statement of work, or the then-current pricing page, each of which is incorporated by reference into these Terms. In the event of a conflict, a signed order controls over the pricing page, which controls over these Terms.

4. Master franchise & individual builder responsibilities

Where the Service is procured by the 1-to-1 Plans master franchise on behalf of one or more individual builder-franchisees, the master franchise and the individual user are jointly and severally responsible for (a) compliance with these Terms, (b) payment of fees attributable to that user's activity, and (c) the accuracy, completeness, and lawfulness of all files submitted. Layer 0 may rely on instructions from any apparently authorized user of an account and is not obligated to police the internal authority of franchise users.

5. Customer files & processing license

You retain all right, title, and interest in and to the source CAD files, drawings, models, project data, and other materials you upload ("Customer Files"). You grant Layer 0 a worldwide, non-exclusive, royalty-free license during the term to host, copy, transmit, transform, render, process, and deliver Customer Files solely as necessary to provide, support, secure, and improve the Service and to produce the deliverables you have ordered. You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to upload Customer Files and to grant the foregoing license, and that the Customer Files do not infringe or violate any third-party right or applicable law.

6. Deliverables & turnaround

Layer 0 will use commercially reasonable efforts to meet the turnaround windows stated in your order. Turnaround clocks start when a complete, well-formed submission is received and accepted by the portal. Submissions that are incomplete, corrupted, mis-scaled, missing references, or that otherwise require Customer follow-up are paused until resolved. Rush jobs, after-hours work, scope changes, re-runs caused by Customer error, and files exceeding the size or complexity thresholds posted in the portal are billable at the overage rates then in effect.

7. Fees, billing & taxes

Fees are billed through our payment processor in U.S. dollars and are non-refundable except as expressly stated. Invoices are due upon receipt unless otherwise agreed in writing. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorneys' fees. Fees are exclusive of taxes; you are responsible for all sales, use, VAT, GST, and similar taxes (other than taxes on Layer 0's net income). Failed, charged-back, or past-due payments may result in immediate suspension of the Service and forfeiture of files held in process.

8. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable standard of care), and (c) not disclose it except to employees, contractors, and advisors bound by confidentiality obligations no less protective than these. Customer Files are Customer's Confidential Information. Confidentiality obligations survive termination for three (3) years, and indefinitely for trade secrets.

9. Acceptable use

You agree not to, and not to permit any third party to:

• upload content that is unlawful, infringing, defamatory, malicious, or that you do not have the right to submit;
• upload viruses, malware, or files engineered to harm the Service or other users;
• attempt to access accounts, files, or systems you are not authorized to access;
• probe, scan, reverse-engineer, decompile, or attempt to derive the source code, models, or trade secrets of the Service;
• scrape, mirror, or build a competing product or model using the Service or its outputs;
• resell, sublicense, or expose the Service to third parties outside the scope of your order; or
• use the Service in violation of export control, sanctions, privacy, or other applicable law.

Layer 0 may investigate suspected violations and may suspend or terminate access immediately, without refund, for any violation of this Section.

10. Intellectual property

Layer 0 owns and retains all right, title, and interest in and to the Service, including the portal, pipelines, models, scripts, configurations, know-how, and any tools or templates used to deliver the Service, together with all improvements, modifications, and derivatives thereof. No rights are granted to you except the limited right to access and use the Service during the term solely for your internal business purposes. You may not remove or alter any proprietary notices. Feedback you provide may be used by Layer 0 without restriction or obligation.

11. Aggregated & de-identified data

Layer 0 may collect and use aggregated, anonymized, or de-identified data derived from operation of the Service (including performance, throughput, and error metrics) for any lawful purpose, including to operate, analyze, improve, and benchmark the Service, provided that such data does not identify you or your Customer Files.

12. Third-party services

The Service may interoperate with third-party platforms (e.g., cloud hosting, identity, payment, email). Layer 0 is not responsible for third-party services and disclaims all liability for their acts, omissions, outages, pricing, or terms. Your use of any third-party service is at your own risk and subject to that provider's terms.

13. Disclaimers

THE SERVICE AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYER 0 EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LAYER 0 DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY SPECIFIC RESULT, PRODUCTION SCHEDULE, OR VISUAL FIDELITY WILL BE ACHIEVED BEYOND COMMITMENTS EXPRESSLY STATED IN A SIGNED ORDER. CUSTOMER IS SOLELY RESPONSIBLE FOR FINAL REVIEW AND APPROVAL OF DELIVERABLES BEFORE FABRICATION, INSTALLATION, OR PUBLIC DISPLAY.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LAYER 0 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, PRODUCTION TIME, DATA, OR FILE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LAYER 0'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO LAYER 0 FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND ARE A MATERIAL BASIS OF THE BARGAIN.

15. Indemnification

You will defend, indemnify, and hold harmless Layer 0 and its officers, directors, employees, contractors, and affiliates from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Files, (b) your use of the Service in breach of these Terms or applicable law, (c) your infringement or misappropriation of any third-party right, or (d) any deliverable as installed, modified, fabricated, or publicly displayed by you or on your behalf. Layer 0 will promptly notify you of any claim and may participate in the defense with counsel of its choice at its own expense.

16. Suspension & termination

Either party may terminate these Terms or any order for the other party's material breach not cured within fifteen (15) days of written notice. Layer 0 may suspend or terminate access immediately, without liability, for (a) non-payment, (b) violation of Section 9 (Acceptable use), (c) a credible threat to the security or integrity of the Service, or (d) as required by law. Upon termination: (i) all licenses granted to you cease; (ii) accrued fees remain due; (iii) Layer 0 may delete Customer Files in accordance with its retention policy after a reasonable export window; and (iv) Sections 5, 7–10, 13–18, and 20–23 survive.

17. Governing law & venue

These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles. Subject to Section 18, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida for any action not subject to arbitration, and waive any objection based on inconvenient forum.

18. Binding arbitration & class action waiver

Please read carefully — this section affects your legal rights. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in Orange County, Florida (or by video conference at the arbitrator's discretion), in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. All Disputes must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding. If this waiver is found unenforceable, then the entirety of this Section 18 is null and void, but the rest of these Terms remain in force.

Exceptions. Either party may (a) bring an individual action in small-claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or acceptable-use obligations.

19. Force majeure

Layer 0 will not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility outages, cloud provider failures, cyberattacks, or pandemics.

20. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Layer 0's prior written consent. Any attempted assignment in violation of this Section is void. Layer 0 may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

21. Notices

Notices to Layer 0 must be sent to legal@layer0digital.com. Notices to you may be sent to the email address associated with your account or posted in the portal, and are deemed received when sent or posted.

22. Changes to these Terms

We may modify these Terms from time to time. Material changes will be communicated through the portal or by email at least seven (7) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service.

23. Entire agreement & miscellaneous

These Terms, together with your order(s) and any documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings on the subject matter. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing and signed by the waiving party. Failure to enforce a provision is not a waiver of future enforcement. The parties are independent contractors; nothing in these Terms creates an agency, partnership, employment, joint venture, or franchise relationship.

24. Contact

Questions about these Terms? Email legal@layer0digital.com.