Platform Terms and Conditions

Welcome to LAYER 8 operated by Layer 8 Technologies Ltd, a company registered in England and Wales under company number 14256583. Layer8 offer a Software as a Service (SaaS) platform to enable MSPs and commercial building operators to integrate, automate and visualise their underlying technology platforms (the Platform). Layer8’s Platform comprises multiple apps, portals, integrations and APIs (each a Product) to enable this functionality, which are subject to these terms and conditions, which you agree to prior to accessing any part of Layer 8’s Platform or services.

Before you start using our Platform we have to set out the rules which will govern our relationship with you. We have done our best to make them as easy to understand as possible but if you have any questions at all, feel free to contact us via email at contact@layer8.io or by post at Layer8 Technologies Ltd, 39 Pullman Avenue, Haywards Heath, RH16 4XB.

Any disclaimers shown on our Platform, are also to be read in conjunction with and form part of these Terms, and in case of any conflict with them and any disclaimers set out in these Terms, these Terms will take priority.

SECTION 1 - ABOUT US AND THESE TERMS

THESE TERMS

In these terms of use (together with the documents referred to in them) (the Terms), we’ll refer to our Website, which refers to all our sites located at or accessible through https://layer8.io/, all of our Products, APIs, integrations, dashboards, portals and any downloadable mobile application or web application, which may be accessible on desktop and mobile devices, together as our Platform. References to our Website include our owned sites, but do not include links to third-party sites, such as the sites of our partners. Receipt and use of our Platform on a licence basis in accordance with these Terms, and any associated customer or professional support we provide in respect of our Platform is referred to us our Services.

In these terms, we refer to you, whether you are a company engaging us to provide our Platform and Services to your organisation (a Customer), or an individual duly authorised by the Customer in accordance with our contract with the Customer to access our Platform and Services (a Customer User) along with all visitors to our Platform as Users.

These Terms govern your relationship with us when you access any part of our Platform and once you start using our Platform you are taken to have understood and accepted them. These Terms will form a binding agreement between you as a User of our Platform and us so please read them carefully and ensure that you understand them. If you do not agree to comply with and be bound by these Terms, you must not use our Platform. Use of our Platform includes accessing and browsing the Platform or any part of it.

Users are able to access relevant parts of the Platform and Services in accordance with our contract or those of our distributors with each Customer (Customer Contract), and manage their accesses to the Platform through our proprietary systems. These Terms form a part of each Customer Contract and all access rights are subject to each Customer Contract.

OTHER APPLICABLE TERMS

These Terms also include our Privacy Policy (the Privacy Policy) and our Cookie Policy (the Cookie Policy). You should read the Privacy Policy as it sets out the terms on which we process (collect, use, store, share, etc.) any personal data we collect from you or that you provide to us and sets out your and our rights and obligations under applicable data protection and cookie laws. By using our Platform, you agree to us handling this information in the ways described in the Privacy Policy and confirm that data you provide is accurate. Our Cookie Policy sets out information about the cookies on our Website. Please note that these Terms are applicable to your general use of our Platform only. Each Customer Contract applies to any order you make to engage our Platform and Services.

CHANGES TO THESE TERMS

We may from time to time amend these Terms to ensure that we remain compliant with relevant laws and regulations or to keep up to date with improvements or changes we might make to the Platform and Services and features we can offer via our Platform. If we make significant changes to these Terms or to the Platform and/or Services, we will let Users know what these significant changes are and you may contact us at contact@layer8.io if you have queries regarding these significant changes. By continuing to use any of the Platform after changes are made, you are accepting those changes and will be bound by them so please check these Terms from time to time. In the event of any conflict between the current version of these Terms and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

SECTION 2 - THE PLATFORM

THE PLATFORM

Our Platform is structured so that you are able to access applicable purchased Products within it in accordance with each Customer Contract via any compatible device of your choosing, whether on desktop, mobile or tablet.

Our Platform may be used by Users to:

• learn about what Layer 8 offers to Users, including the ability to integrate, automate and visualise underlying technology platforms
• access Products and Services, subject to these Terms, which the applicable Customer has purchased access to on a licence-basis under a Customer Contract
• view and engage with our Content (which means any audio, video, text, images, trademarks, logos or other content which may be made available to you by us, including but not limited to informational articles, educational materials, and other content owned or controlled by Layer 8 or its licensors)
• access links to other parts of our Platform and third party sites (such as our accounts on social media sites or websites of partner organisations)
• sign up and create a personal User account in applicable parts of our Platform requiring a personal account setup (Account), upload information to it and edit that information in future
• as a Customer, where completing payments through the Platform, complete one-off and periodic payments for access to our Platform and Services, following the instructions in the Platform
• subscribe to our newsletters or other communications
• access customer support from our support team
• access our legal terms and data protection policies

 

The list above is not necessarily a complete list of the functions of the Platform and Services, and we may decide to offer additional services, or stop providing any Platform functions, at any time.

LAYER 8 AND OUR RELATIONSHIP WITH THIRD PARTIES

Our Platform exists, amongst other things, to provide solutions for prop-tech technology integration and automation in various commercial real estate environments, supporting both operators of real estate premises using our Platform and Services (Operators) and end-users who are receiving services supported by the Platform within a building (each a Building) owned or operated by an Operator, such as a tenant, guest or other building occupier (End-User).

Our involvement in the relationships between Operators and End-Users is limited to the operations of our Platform and Services as a technological tool to better facilitate such relationships. Anything beyond that is beyond our reasonable control, whether in respect of any form of dealing (contractual or otherwise) between an Operator and End-User or any matter relating to the use or occupation of a Building.

As such we cannot be held responsible for the actions or omissions of Operators, End-Users or Users generally outside of the Platform or the scope of our Services. When an Operator uses the Platform to support the delivery of its own obligations and/or services to an End-User, the Operator remains responsible for any and all liabilities of any nature arising under its own obligations and/or Services. Layer 8 is not a party to any contractual or other form of relationship between any Operator and End-User, whether in respect of a Building or otherwise, irrespective of whether any part of Layer 8’s Platform is deployed in the functioning of that relationship. Layer 8 is providing a digital service related to that arrangement, but cannot guarantee the performance by either party of their respective obligations under it and will hold no liability for failure to perform or inadequate or negligent performance. As such and subject to applicable law, Layer 8 holds no liability to Users beyond what is stated in these Terms. All disputes or disagreements arising between Operators and End-Users must be concluded off-Platform. Each User agrees to indemnify Layer 8 in full for all losses, costs and expenses arising out of any claim made against Layer 8 in respect of any private matter between an Operator and End-User.

SECTION 3 – REGISTRATION AND PAYMENTS

ACCOUNT SET UP

To use and fully access certain aspects of the Platform (other than what is available on the Platform before being prompted to create an Account), each User will have to sign up to create an Account. Customer Users will only be entitled to set up an Account upon authorisation by the applicable Customer. With such authorisation, Users can create an account following the instructions shown and by providing all personal information requested from you at the point of registration which may include full name, title, the Customer organisation you represent, email, contact phone number, secure password, and other information required at the point of sign up.

ACCOUNT RULES

Retention of your Account is conditional on continuously complying with the requirements of these Terms on an ongoing basis.

We reserve the right at our sole discretion to temporarily or permanently remove your Account from the Platform if we believe it is appropriate or necessary to do so (for example if we suspect or identify that you are in breach of these Terms) and we shall not be required to refund any prepaid sums in such cases.

All Users must provide truthful and accurate information when registering with us – this helps us provide you with the best service. Any incorrect or untruthful information provided may result in temporary or permanent expulsion from our Platform or applicable parts of it, along with any other legal rights available to us in accordance with these Terms and applicable law (including where you have used a false or hidden identity to fraudulently access our Platform). We reserve the right to take any action necessary with respect to your access to the Platform as a result, including (if you are a Customer User) reporting you to the Customer which you represent, to the relevant authorities or making a claim against you in certain severe situations.

Users are responsible for looking after the security of their Account information. This means that you are responsible in all respects for all activities that happen on your Account and for any access to or use of the Platform by you or any person using your account even if that access or use has not been authorised by you. You are responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and that they comply with them.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. Please immediately notify us of any unauthorised use of your Account or any other breach of security relating to the Platform. We are not responsible for any loss or damage caused by the disclosure of your Account details to someone else, whether to you or any other User interacting with you via the Platform. You are responsible for ensuring that the information we hold about you is up to date. Please amend your details as appropriate from time to time to notify us of any changes.

FEES AND PAYMENT

Access to our Platform and Services is subject to payment of agreed fees as set out in each Customer Contract (the Fees). Fees will be billed as indicated in each Customer Contract. Where Fees have not been paid as agreed in each Customer Contract, Layer 8 shall be entitled to take such action as it deems appropriate in accordance with the Customer Contract terms, including to temporarily or permanently suspend access to the relevant Customer and its Customer Users.

Where you believe an unauthorised payment has been made to Layer 8, please immediately contact your bank or other relevant authority and report this (although we cannot guarantee that your bank or other relevant authority will investigate). We will not deal with reports of unauthorised payments directly.

PROMOTIONS AND PROMOTIONAL CODES

We may from time to time provide certain promotions or rewards, for example as one-off promotions or as part of a loyalty or referral programme. You agree that you will use promotions or rewards only in accordance with these Terms, or any additional terms we put in place for the relevant promotion or rewards including those displayed on our Website (whether or not marked as legal terms), or the terms of any third parties we partner with for the processing of rewards.

Layer 8 reserves the right to withhold features or benefits obtained through the use of a promotions or loyalty or referral programmes by you or any other User if we believe that the use or redemption of a promotion or programme was in error, fraudulent, illegal, or in violation of the terms of the promotion or programme or of these Terms.

SECTION 4 – API TERMS

GENERAL

By using any Layer 8 API, you agree to these API terms (API Terms) without modification and enter into a binding contract with Layer 8, which will be applicable when and if you use any Layer 8 API. If you do not agree to the API Terms, you may not access or use any Layer 8 API. These API Terms will evolve with our systems as developers continue to innovate and find new, creative ways to improve our APIs, and so we may modify them accordingly from time to time and will notify you where modifications are material. These API Terms are part of and supplementary to the remainder of these Terms and as such the provisions of the remainder of these Terms also apply to our Layer 8 APIs, as applicable.

If you are providing application development services or are otherwise acting as a connector to a Customer (to which you are a third party) that will receive or otherwise benefit from data obtained through a Layer 8 API (i.e., you are a Connector), you represent that you are acting as an agent of the Customer and you have the authority to bind the Customer to these API Terms in particular. In that case, “Developer” or “you” includes the Customer as well. If you subcontract the development of your software infrastructure, you will procure that any third party subcontractor complies with these API Terms and these Terms generally.

Whilst we may provide you with support or modifications for any Layer 8 API, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter subject only to the terms of each Customer Contract. In our discretion and without liability to you, subject only to the terms of each Customer Contract, we may add, remove or modify any features of Layer 8 APIs; impose additional eligibility requirements or restrictions for access to Layer 8 APIs; or discontinue any Layer 8 API. If we modify a Layer 8 API, we may require you to use the modified version, which may not be compatible with your software infrastructure developed using previous versions. We typically make these changes as part of our overall development programme and may not be able to provide you with individual notice of the changes.

API LICENCE

Subject to these Terms, Layer 8 grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Layer 8 APIs to develop, test and/or support your software infrastructure and use of our Platform and to distribute or allow access to your integration of the Layer 8 API within your software infrastructure to end users of your software infrastructure, in each case, (a) in compliance with these Terms, including without limitation, these API Terms, and (b) to the extent permitted under all applicable local, national and other laws, rules and regulations. You have no right to distribute or allow access to any stand-alone Layer 8 API. All rights not expressly granted to you are reserved by Layer 8.

API LICENCE TERMINATION

You may terminate the license and your access to and use of the Layer 8 API(s) by discontinuing use of the Layer 8 API(s) and closing your Account and discontinuing your API tokens with us. Layer 8 may terminate your access to and use of any Layer 8 API at any time, with or without notice, (a) for your violation or breach of these Terms, including without limitation, these API Terms or any other terms which you have entered into with us; (b) for your misuse or abuse of any Layer 8 API; (c) if allowing you to access and use the Platform and/or our Services would violate any applicable local, national and other laws, rules and regulations or would expose Layer 8 to legal liability; or (d) if Layer 8 suspends or discontinues any aspect of the Layer 8 API(s) in accordance with these Terms and any Customer Contract at its discretion. Upon termination: (1) all rights and licenses granted to you will terminate immediately; (2) you will promptly destroy (or at Layer 8's election, return to Layer 8), all Layer 8 confidential information in your possession or control; and (3) you must delete all content stored pursuant to your use of the Layer 8 API(s) and certify destruction in writing to Layer 8 within 30 days where requested by Layer 8.

INTERACTION WITH YOUR SOFTWARE INFRASTRUCTURE

If you display or make available any content linked to Layer 8’s Platform through your own software infrastructure, your software must display a direct link to the Layer 8 Platform. The link may not include a "nofollow" attribute and must be crawlable by search engines.

You are solely responsible for your private software infrastructure outside of the Platform and any use of your software infrastructure by your team and users of it. Among other things, this means that you are responsible for maintaining your own private agreements in respect of your software infrastructure and complying with those agreements, which are beyond the scope and control of Layer 8. Such agreements must permit you and any users of your software infrastructure to comply with these Terms, including without limitation, these API Terms and Layer 8's Privacy Policy. Your privacy policy must be at least as protective of Personal Data as Layer 8's Privacy Policy.

If a user of the Layer 8 Platform or Services allows your software infrastructure to retrieve any data, content or information of a user, including where such data is aggregated by you across more than one user (User Data) from Layer 8, you must (1) access only the minimum data fields your software infrastructure needs to work properly, as permitted by the user and (2) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with your own legally binding terms and conditions (including your privacy policy), all applicable laws and reasonable measures that protect the privacy and security of the User Data. Without limiting the foregoing, your terms and conditions with your users must contain clear and legally adequate disclosures about the nature of your software infrastructure’s integration with the Layer 8 API(s) and the User Data you are collecting and how you may use it.

For clarity, any such user’s access or use of the Layer 8 Products or Services directly are subject to these Terms or other applicable terms agreed by Layer 8 with the user, not your software infrastructure’s terms. If Layer 8 receives any User Data from or on behalf of a user, including through or enabled by your software infrastructure, we will treat such User Data under our applicable terms with such user and such data will no longer be subject to your Terms.

RATE LIMIT

Where there is a rate limit and a restriction to the data fields displayed per application or service utilising any Layer 8 API, you agree that you shall comply with that rate limit and restriction to the data fields at all times. Any rate limits and restrictions are subject to change from time to time at Layer 8's discretion, effective immediately upon posting. Your use of any methods intended to subvert rate limiting or data field restriction is a violation of these API Terms.

Layer 8 sets and enforces limits on your use of the Layer 8 APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each Layer 8 API. If you would like to use any Layer 8 API beyond these limits, you must obtain Layer 8's express consent (and Layer 8 may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). Contact support@layer8.io to seek such approval.

OWNERSHIP

Layer 8 does not acquire ownership in your software infrastructure which is deploying any Layer 8 API, and by using our Layer 8 API(s), you do not acquire ownership of any rights in them or the content that is accessed through them. You agree to display any attribution(s) required by Layer 8 as described in the documentation for the applicable Layer 8 API.

API RESTRICTIONS

Notwithstanding the license granted in these API Terms, you hereby agree that you shall not:

• Submit to any Layer 8 API or the Layer 8 Platform or Service any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
• Defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements;
• Try to exceed or circumvent limitations on calls and use;
• Create multiple versions of your software infrastructure that access any Layer 8 API for the same or similar usages (e.g. creating customer-specific versions of your software infrastructure);
• Copy, reformat, reverse-engineer, or otherwise modify any Layer 8 API, access credentials, or our website or content;
• Download, scrape, post or transmit (in any form or means) any part of any Layer 8 API;
• Sublicense any Layer 8 API for use by a third party;
• Use user data to assist with any unsolicited marketing communication (electronic or otherwise) to any person;
• Resell (for a fee, or any other commercial benefit) any user data (for clarity, as used in this section, “resell” does not include your charging subscription fees for access to your own software infrastructure, generally);
• Transfer any user data, in the form provided through a Layer 8 API, to any third party;
• Permit any third party to use any user data, for any purpose not directly related to your advertised service offering, including but not limited to any revenue generating product or services;
• Create an API or similar function designed to help you enhance your websites and/or your software infrastructure that functions substantially the same as any of our Layer 8 APIs and offer it for use by third parties;
• Access any Layer 8 API for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the Layer 8 APIs.

(together the API Restrictions).

SECURITY AND PRIVACY

Layer 8 takes the security and privacy of its Users seriously. Therefore, we have adopted certain minimum requirements that your software infrastructure must meet from a security and privacy perspective that are described in greater detail below for your use of any Layer 8 API.

Monitoring

The Layer 8 APIs are designed to help enhance Customer’s software infrastructure. You agree that Layer 8 may monitor use of the Layer 8 APIs to ensure quality, improve Products and Services, and verify your compliance with the Terms. This monitoring may include Layer 8 accessing and using your software infrastructure, for example to identify security issues that could affect Layer 8 or its Users. You will not interfere with this monitoring and Layer 8 may use any technical means to overcome such interference. Layer 8 may suspend access to the Layer 8 API(s) by you or your software infrastructure without notice if we reasonably believe that you are in violation of the Terms.

Security Commitment

You will use commercially reasonable efforts to protect user information collected through your software infrastructure using any Layer 8 API, including personal data from unauthorised access or use, and will promptly report to your users any unauthorised access or use of such information to the extent required by applicable law.

Permitted Access

You will only access (or attempt to access) a Layer 8 API by the means described in the documentation of that Layer 8 API. If Layer 8 assigns you developer credentials, you must use them with the applicable Layer 8 APIs. You will not misrepresent or mask either your identity or if applicable the Customer’s identity when using the Layer 8 APIs or any developer accounts.

Contact and Cooperation

You must be reasonably available for Layer 8 to contact you with regard to any security questions or concerns. You can change the name of your contact by signing up for a new API key, providing the updated contact information, and using the new API key in lieu of your existing key. If we cannot contact you or we believe that the circumstances require immediate action on our part, then without limiting other rights or remedies we may have, we may suspend your access to the Layer 8 API(s) during the period of a security issue.

Virus Precautions

You agree that your software infrastructure and any related documents and other materials that you provide to Layer 8 will first be checked by you with online industry standard up-to-date antivirus and anti-worm software prior to being introduced to any Layer 8 API and that you will not knowingly or negligently introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the API(s).

Industry Standards

You warrant that your networks, operating system and software of web server(s), routers, databases, and computer systems (collectively, the Systems) are properly configured to securely operate your software infrastructure and store content. Your software infrastructure must use reasonable security measures to protect the private information of your users. You must not architect or select systems in a manner to avoid the foregoing obligations.

Reporting

You must promptly report any security deficiencies in or intrusions to the systems that impact or compromise our website, Services, Platform or Layer 8 API(s), to Layer 8 in writing via email to support@layer8.io. You will work with Layer 8 to correct any security deficiency promptly. In the event of any such security deficiency or intrusion, you will collaborate with us to make any statements (i.e. press, blogs, bulletin boards, etc.) regarding such instance.

Security Reviews

Layer 8 will have the right, at its own expense, to inspect and review documentation related to your software infrastructure, your systems and your compliance with this Section 4. Any such review will be conducted during regular business hours in such a manner as not to materially interfere with normal business activities. You will (at your own expense) promptly correct any security flaws determined to exist by Layer 8 based on such inspection and review. You will then promptly certify to Layer 8 in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. If a review reveals a material breach of any of these security provisions, you will reimburse Layer 8 for the reasonable costs of the review.

SECTION 5 – GENERAL LEGAL TERMS

PLATFORM AND USER CONTENT LICENCE RESTRICTIONS

Except as expressly allowed in these Terms, you may not:

• copy the Platform, any content in it, or otherwise attempt to acquire any part of our Platform;
• transfer any part of the Platform or any of its content to anyone else, except where we make possible and encourage sharing;
• sub-license or otherwise make the Platform or its content available in whole or in part (and whether in object or source code form) to any person;
• reproduce, distribute, modify, adapt, create derivative works of, publicly display, transmit, broadcast, sell, license, or in any way exploit the Platform or content on it, in whole or in part, without our prior written consent; or
• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or its content, or attempt to do so,
• embed or otherwise distribute our Platform on any website, ftp server or similar;
• allow or facilitate any use of our Platform that would constitute a breach of these Terms,

 

(together the Platform and User Content Licence Restrictions).

ACCEPTABLE USE RESTRICTIONS

You may use the Platform or otherwise enjoy Layer 8’s offering only for lawful purposes and those outlined in these Terms and each Customer Contract. You must not link to our Platform (or otherwise transmit to or from our Platform any content) from any other website the content of which contains material that: (i) is sexually explicit; (ii) is obscene, deliberately offensive, hateful or otherwise inflammatory; (iii) promotes violence: (iv) promotes or assists in any form of unlawful activity; (v) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age; (vi) is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person; (vii) is calculated or is otherwise likely to deceive another person; (viii) is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy; (ix) misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive; (x) implies any form of affiliation with us where none exists; (xi) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents and database rights) of any other party; or (xii) is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence. In particular, but without limitation, you agree not to:

• use the Platform in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• use, share, or otherwise exploit the Platform for any commercial, business, or monetised purpose whatsoever other than those purposes outlined in these Terms;
• reproduce, duplicate, copy, share, or re-sell any part of the Platform in contravention of these Terms;
• use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users;
• use the Platform in a way which we deem to be inappropriate or abusive or which could cause offence or distress in any way to any User, Layer 8 staff member or other person associated with our Services;
• submit any data or information which is untrue or misleading, generally and in particular when setting up your Account;
• access without authority, interfere with, damage or disrupt (a) any part of the Platform; (b) any equipment or network on which the Platform is stored; (c) any software used in the provision of any part of the Platform; or (d) any equipment, network or software owned or used by any third party;
• transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform;
• attempt to gain unauthorised access to any part of our Platform, the server on which our Platform is stored, or any other server, computer, or database connected to our Platform; or
• attack our Platform by means of a denial of service attack, a distributed denial of service attack, or by any other means.

(together the Acceptable Use Restrictions). By breaching the last four bullet points above you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and we will cooperate fully with those authorities by disclosing your identity to them. Your right to use our Platform will cease immediately in the event of such a breach and, where applicable, your account will be suspended and/or deleted.

TERMINATION OF YOUR RIGHTS

We may end or suspend your rights under these Terms (temporarily or permanently) immediately and without notice if:

• you have breached any of the Platform and User Content Licence Restrictions or Acceptable Use Restrictions or API Restrictions;
• we believe that your use of the Platform on an independent occasion or on a continued basis is unsuitable or inappropriate in any way at our sole discretion; or
• you are otherwise in breach of these Terms.

Specifically, we may also take one or more of the following actions:

• issue you with a written warning;
• take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
• take further legal action against you as appropriate;
• disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
• any other actions which we deem reasonably appropriate (and lawful),

and we hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that we may take in response to breaches of these Terms.

If we end your rights under these Terms:

• you must immediately stop all activities authorised by these Terms, including your access to and use of any or all of the Platform;
• if we ask you to you must immediately delete or remove the Platform from all devices then in your possession, custody or control and, if required, confirm to us that you have done so;
• you must immediately settle any debts due to us or any other party in accordance with these Terms; and
• you will not be entitled to any refund as a result of your breach or unsuitable use.

INTELLECTUAL PROPERTY RIGHTS AND USER CONTENT

This section sets out who owns what in terms of the Platform. It also sets out how we will treat any content that you provide to us (other than your private personal information) (the User Content) and what your obligations are in relation to that User Content.

Subject to rights in User Content (as described below), we are the owner or the licensee of all intellectual property rights in our Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. All Content, including all text, images, graphics, photographs, audio, video, scripts, code, software, databases and any other information and materials that appear on, or form part of, our Platform and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us.

You are permitted to print one copy and download extracts of any page on our Platform for your personal reference, but not for commercial use without a licence from us. You must not alter any materials you have printed off or downloaded in any way, or use any Content separately from the text that goes with them. Use of our Platform does not give you any rights in any materials on it. Our status (and that of any identified contributors) as the author or publisher of Content on our Platform must always be acknowledged (except in the case of User Content). You must not use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

User Content includes but is not limited to information which you provide, or when otherwise publicly sharing information through the Platform. We will consider any content you upload to our Platform to be non-confidential and not protected by any trade mark, patent or copyright ("non-proprietary"), that is, in the public domain. This section is subject at all times that all personal information which you provide to us when setting up your Account will be kept strictly confidential in accordance with these Terms and our Privacy Policy.

You agree that:

• in respect of the User Content that you create, upload, send, share or post to us or the Platform that:
  • you are solely responsible for that User Content and you retain the ownership rights in the User Content;

  • you grant us and other users of our Platform a worldwide, perpetual, royalty free, non-exclusive, transferable licence (including the right to grant sub-licences) to use, copy, reproduce, distribute, prepare derivative works of, display, and perform that User Content in connection with the service provided by the Platform and across different media including to promote our Platform or the Services, and in accordance with the functionality of our Platform. To the extent reasonably necessary or appropriate to effect or support this licence, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to your User Content;

  • we may disclose your identity to any third party who claims that the User Content posted or uploaded by you defames them, constitutes a breach of their intellectual property rights or breaches their right to privacy; and

  • you make your User Content available to us in the manner envisaged by these Terms without payment or other compensation to you, regardless of how we use the User Content.

You represent and warrant on an ongoing basis that you:

• are the owner or authorised licensee of all User Content;
• have all necessary rights (including, but not limited to, all intellectual property rights) and consents required to publish the User Content and to grant the rights in the User Content as set out in these Terms, and agree that it will not infringe the intellectual property rights of any other party, or be in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence;
• will not send us or post User Content that violates applicable laws, regulations, these Terms or any other relevant Layer 8 terms or policies; and
• have all required permissions and consents from any third party whose personal information is included in any User Content,

and you agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the representations and warranties given by you above. This means that you will be responsible for any loss or damage suffered by us as a result of such breach.

 

INTERACTION AND REPORTING

Where our Platform includes information and materials uploaded by other users, this information and these materials have not been verified or approved by us. The views expressed by other users on our Platform do not represent our views or values.

All Users acknowledge and agree that they are responsible for their own interactions on the Platform and with other Layer 8 Users where there are connecting opportunities. Whenever you make use of a feature that allows you to create content directly on our Platform, upload or share content to our Platform, or to make contact with other users of our Platform, you must comply with the standards set out in our Acceptable Use Restrictions above. Users should use the reporting mechanism below to ensure that any harmful content or behaviours are identified and addressed as efficiently as possible. Users acknowledge that Layer 8 is at all times entitled and permitted to monitor and view all Users’ interactions with and within the Platform but is under no obligation to oversee, monitor or moderate any interactive service we provide on our Platform, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

Reporting mechanism: If you encounter anything which appears on our Platform which you consider to be illegal, offensive, abusive or in any way inappropriate or generally inaccurate then please notify us as soon as possible. You can report any offensive, abusive or inappropriate Content or User Content or other issue to us via contact@layer8.io and request that the matter is investigated. One of our team will then review your report and take any action we deem appropriate at our sole discretion.

AVAILABILITY OF THE PLATFORM

The Platform is provided on an "as is" basis. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform, or that it will be secure, uninterrupted or free of defects.

We may alter, suspend or discontinue our Platform (or any part of it) at any time and without notice. Your access to any of the Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new functions or services. Availability of our Platform may also be interrupted in the case of events or occurrences beyond our reasonable control. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of our Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship. Unless expressly agreed otherwise in any Layer 8 terms, we will not be liable to you if for any reason the Platform is unavailable at any time or for any period.

ACCOUNT DELETION

If you wish to delete your Account, you can do so at any time by deleting your Account, or contacting us to request that it is deleted. If you are a Customer User, you must contact your organisation to arrange such deletion and we will follow the Customer’s instructions to delete your account. Please remember that (unless expressly agreed otherwise in any Layer 8 terms) Customers will not be refunded for payments already made if choosing to delete one or more Accounts. Once an Account has been cancelled or deleted, we may send the associated email address a notification to confirm that the cancellation or deletion has occurred successfully. At such time, the applicable User may lose any stored data or benefits acquired up to the point of deletion.

WEBSITES WE LINK TO

The Platform may link to other content and resources of third parties. Unless expressly stated, this content is not under our control. We neither assume or accept responsibility or liability for such third-party content. The provision of a link by us is for reference only and does not imply any endorsement of the linked content or of those in control of it. We have no control over the contents of those sites or resources. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website

COMPUTER VIRUSES

We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks. We do everything we can to ensure that no part of the Platform will contain or spread any viruses or other malicious code but this section explains how you can best protect your devices.

We recommend that you ensure that equipment used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform (if applicable) and regularly check for the presence of viruses and other malicious code. To the fullest extent permitted by law we exclude liability for damage or loss of any kind caused by viruses, a distributed denial of service attack, or other harmful components that may adversely affect your hardware, software, data or other material that occurs as a result of your use of our Platform (including the downloading of any content from it) or any other website or service that we may provide a link to.

NO RELIANCE ON INFORMATION

We make reasonable efforts to ensure that the content contained within the Platform is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) in this respect. No part of our Platform or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely. All information and content published on or available via the Platform from time to time is provided in good faith and for general information purpose only. We encourage you to obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Platform.

Information may be displayed on the Platform which is sourced from third parties (Third Party Sources). While we may consider these Third Party Sources reputable, we do not guarantee the accuracy of their data, which forms part of the information provided on the Platform. Layer 8 cannot be held liable or responsible for the accuracy of the information, and each User is responsible for their access to and decisions regarding this information. Information provided on the Platform is for informational purposes only, and Users must conduct detailed independent inquiries before taking any action based on the information accessed on the Platform. Layer 8’s role in providing this information is limited to what is set out in these Terms, and obligations beyond these terms are beyond our reasonable control.

In particular, nothing published on our Platform should be considered a substitute for professional advice, regulated or otherwise, in particular regarding the acquisition, licence, use or occupation of a Building. Always seek appropriate professional or specialist advice if matters arise in relation to a Building requiring specialist support.

The information we share is based on our industry experience or pulled from sources we believe to be reputable, but all Content accessible through the Platform, is provided “as is” with no promises for its reliability on a case-by-case basis and generally. We hope that Layer 8 will be useful for all Users, but you must not make decisions solely based on Layer 8 Content – you must make your own detailed enquiries. We exclude all legal responsibility and costs for reliance placed on the Site by anyone.

If you find anything on our Platform that you believe is not accurate, please let us know and we will do our best to verify and amend the information. We make no warranties about the completeness, reliability, or accuracy of the information on our Platform. Any action you take based on such information is taken at your own risk.

LIMITATIONS OF LIABILITY AND INDEMNITIES

The limitations of liability included in these Terms apply only to the use of our Platform and not to the sale of paid services, which is governed separately by each Customer Agreement.

Insofar as permitted by law, we make no representation, warranty, or guarantee that our Platform will be fit for a particular purpose, that any specific results may be obtained from use of our Platform, that it will meet your requirements or expectations, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.

We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We provide the Platform for the purposes outlined in these Terms. You agree not to use any part of the Platform for any purpose not expressed or implied by these Terms, and to the fullest extent permitted by law, we accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) our Platform or the use of or reliance upon any content included in our Platform. We will have no liability to you for any loss of profit, loss of business, loss of sales or revenue, economic loss, business interruption, loss of business opportunity, loss of goodwill or reputation, loss of anticipated savings, or any special, indirect or consequential loss arising out of or in connection with these Terms, the Platform, your use of the Platform or its performance. To the fullest extent permissible by law, we accept no liability for loss or damage that is not foreseeable and we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to our Platform or any content included in our Platform. In any case, Layer 8’s aggregate liability under this agreement will not exceed the greater of the aggregate fees you paid for access to the Platform and/or Services in the twelve (12) month period preceding the applicable claim.

You represent and warrant that (a) you have full power and authority to enter into and perform these Terms; (b) your use of the Platform and/or Services will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (Laws); (c) all information you provide to Layer 8 is and will be true, accurate, and complete; and (d) you will not interfere with Layer 8’s business practices, the way in which we offer the Platform and/or Services or any third party products or networks used with them. You will indemnify, defend (at Layer 8’s request) and hold harmless Layer 8 and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your use of the Platform and/or Services in breach of these Terms, and/or (ii) claims made or threatened against Layer 8 directly linked to your your relationships or interactions with any users or third party distributors of your products or services outside of Layer 8. Layer 8 may at its own expense participate in the defence and settlement of any claim acting upon its own legal advice, and you may not settle a claim without Layer 8’s prior written consent (not to be unreasonably withheld).

OTHER IMPORTANT TERMS

We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms. You may not assign or transfer any rights you may have under these Terms without our prior written approval, given at our absolute discretion.

None of the rights or obligations under these Terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms.

If we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you, and it does not mean that you are relieved of your obligations under these Terms. If we do waive a breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach by you.

No agency, legal partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms between Layer 8 and any User.

Each of the terms and conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect. These Terms are the full agreement between us and our Users.

These Terms and your use of our Platform (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales and the courts of England and Wales have exclusive jurisdiction to resolve any disputes concerning these Terms, the relationship between you and us, or any matters arising therefrom or associated therewith.

Layer 8 is a trademark of Layer 8 Technologies Ltd. All Layer 8 trademarks, service marks, trade names, logos, domain names, and any other features of the Layer 8 brand (“Layer 8 Brand Features”) are the sole property of Layer 8 or its licensors. These Terms do not grant you any rights to use any Layer 8 Brand Features whether for commercial or non-commercial use.