PRIVACY POLICY & TERMS OF USE

1. LAYERS PRIVACY POLICY

Privacy Policies and Practices. We understand the responsibility of our users’ data. Especially when dealing with the kind of the data that secures your home and makes life convenient minute-by-minute. We don’t take lightly the trust our users place in Layers to keep that data safe and use it for their benefit. In the course of your use of this Site or the Services, you may be asked to provide certain identifying information to us.  Our information collection and use policies with respect to the privacy of such identifying information are set forth in this Section (collectively, this “Policy”) for you to review. Please read this Policy carefully, as it describes the types of information we may collect from you, including via Layers’ products and Services which are installed in your residence, how we use the information we collect, with whom we share it, and the choices we offer you regarding our collection and use of such information. This Policy focuses on information collected through the Services and this Site. If you have any questions, please direct them to [email protected]. To the extent you are a tenant (each, a “Resident”) of any multi-family or other housing structure(s) (each, a “Property”), your continued residence at the Property may also be contingent upon your use of the Services and our collection and processing of information collected thereby, as further described in this Policy.

WHAT INFORMATION DO WE COLLECT? Personal information is individually identifiable information, namely information that identifies an individual or may with reasonable efforts or together with additional information we have access to, enable the identification of an individual, or may be of a private or sensitive nature relating to an identified or identifiable natural person. Identification of an individual also includes the association of such individual with a persistent identifier such as a name, an identification number, persistent cookie identifier etc.  Personal information does not include information that has been anonymized or aggregated; provided, that, such information can no longer be used to identify a specific natural person. We collect personal information from you when you use or interact with this Site, including:

Personal Information you provide to us when you use this Site. We collect personal information from you and any devices (including mobile devices) you use when you use or access this Site or the Services, register for an account with us, provide us information on a web form or other text field, update or add information to your account, or through correspondence that you exchange with us from time to time.  More specifically, we collect and use the following categories and types of personal information when you use this Site: (i) Contact information such as your name, email and physical addresses, or telephone number when you complete our online form, register for an account with us or otherwise when you update your accounts details; (ii) Information you provide during a transaction, or other transaction-based content that you generate or that is connected to your use of this Site as a result of a transaction you are involved in; (iii) Other content that you generate, or your account activities; (iv) financial information (such as credit card or bank account numbers), which is processed by our third-party services providers as further detailed below and to which we generally have no access; or (vi) Information you voluntarily provide to this Site for greater personalization and optimization.

Usage Data. You may also provide us information through your use of certain tools, features and applications that we make available to you through this Site or the Services or when you otherwise communicate with us via this Site. 

Information Mandated by Applicable Law.  Information we are required or otherwise authorized to collect under applicable laws to authenticate or identify you or to verify the information we have collected from you via this Site of the Services.

Impression Information.  Information about your impressions of, and reactions to, advertisements that appear on this Site that we receive from devices (including mobile devices) and software you use when you access this Site. This information may include the following: Device ID or unique identifier, device type, ID for advertising, unique device token, operating system, information regarding your clicks, views and engagement with our advertisement and Services, information concerning your traffic to and from this Site, your referral URL, ad data, your IP address, your web log information, and your location information, including location information from your mobile device or as can be derived from your IP address.

Personal information collected from other sources. We may also collect personal information about you from third parties who have represented to us that they have obtained your consent for such provision of information or that you have freely and publicly provided. For example, we may collect and use demographic and other information that is publicly available and information from credit bureaus, to the extent permitted by applicable law.

Social Media. We allow you to share information with social platforms, or use social platforms to create your account or to connect your account with the respective social platforms. Those social platforms may give us automatic access to certain personal information retained by them about you (e.g., content viewed by you, content liked by you, and information about the advertisements you have been shown or have clicked on, etc.). You have the ability to control the personal information to which you allow access through the privacy settings on the applicable social platforms and the permissions you give us when you grant us access to your personal information that is being retained by such social platforms.  By associating an account managed by a social platform with your account and authorizing us to have access to this information, you agree that we may collect, use and retain the information provided by these social platforms in accordance with this Policy. If you actively communicate about us, our products or our brands on social media, we may collect (i.e., either directly or indirectly) and use a copy of your communication for branding purposes. PLEASE NOTE THAT ANY INFORMATION YOU POST OR DISCLOSE USING HASHTAGS, WILL BECOME PUBLIC AND MAY BE AVAILABLE TO OTHER USERS AND THE GENERAL PUBLIC.

Device Information. We collect information from and about the computers, phones, and other web-connected devices you use that integrate with the Services, and we combine this information across different devices you use. For example, we use information collected about your use of our Services on your phone to better personalize the content or features you see when you visit or use our Properties on another device, or to measure whether you took an action on your phone on a different device. Information we obtain from these devices includes:

• • Device attributes: information such as the operating system, hardware and software versions, battery level, signal strength, available storage space, browser type, app and file names and types, and plugins.
  • Device operations: information about operations and behaviors performed on the device, such as whether a window is foregrounded or backgrounded, or mouse movements (which can help distinguish humans from bots).
  • Identifiers: unique identifiers, device IDs, and other identifiers.
  • Device signals: Bluetooth signals, and information about nearby Wi-Fi access points, beacons, and cell towers.
  • Data from device settings: information you allow us to receive through device settings you turn on, such as access to your GPS location, camera or photos.
  • Network and connections: information such as the name of your mobile operator or ISP, language, time zone, mobile phone number, IP address, connection speed and, in some cases, and information about other devices that are nearby or on your network.
  • Cookie data: data from cookies stored on your device, including cookie IDs and settings. Learn more about how we use cookies, please review the Cookies portion of this Policy below.

We perform such automatic collection through use of cookies, web beacons, unique identifiers, and similar technologies which allow us to collect information about the pages and screens you view, the links you click, and other actions you take when using this Site, within our advertising or email content, as further detailed below. For more information about our use of these technologies, and how to control them, see our Cookies Section of this Policy below.  If you give us personal information about someone else, you must do so only with that person’s express authorization.

WHY WE COLLECT AND PROCESS PERSONAL INFORMATION. We collect, process and use your information for the purposes described in this Policy, based at least on one of the following legal grounds:  

When Performing the Services. We collect and process your Personal Information to provide you with the Services, following your acceptance of this Policy; to maintain and improve our Services; to develop new services and features for our Users; and to personalize the Services in order for you to get a better user experience. For example, we may send you offers and products which we think will be more relevant to your taste, based on your browsing habits across this Site.

Legitimate interests. We process your information for our legitimate interests while applying appropriate safeguards that protect your privacy. Our legitimate interests may span things like detecting, preventing, or otherwise addressing fraud, abuse, security, usability, functionality or technical issues with our services, protecting against harm to the rights, property or safety of our properties, users, or the public as required or permitted by law; enforcing legal claims, including investigation of potential violations of this Policy; to comply and/or fulfil our obligations under applicable laws, regulations, guidelines, industry standards and contractual requirements, legal process, subpoena or governmental request; and in accordance with these Terms.

Advertising. To the extent we’re permitted to do so under applicable law, to display or send to you marketing and advertising material and general and personalized content and advertisement via this Site, email, postal mail, telephone, mobile devices and/or when you visit other sites, and to track and analyze the effectiveness and relevance of such material.

With your Consent. We ask for your agreement to process your information for specific purposes and you have the right to withdraw your consent at any time. For example, we ask for your consent to send you our marketing offers and communications.

Internal Purposes. We may also access and use your information for any of the following internal purposes: (i) To provide and improve this Site and its various functions and features and to manage our business; (ii) To send you updates, notices, notifications, announcements, and additional information related to this Site; (iii) To be able to manage your account and provide you with customer support and technical assistance; (iv) To create cumulative statistical data and other cumulative information and/or other conclusive information that is non-personal, in which we might make use, in order to operate and improve this Site; (v) To verify your eligibility and deliver prizes in connection with promotions and referral programs we may hold from time to time; (vi) To prevent, detect, mitigate, and investigate fraud, security breaches or other potentially prohibited or illegal activities, including any breaches of this Policy or of our Terms of Use; and (vii) To comply with any applicable rule or regulation and/or response or defend against legal proceedings versus us or our affiliates.

WITH WHOM WE SHARE PERSONAL INFORMATION. We may share your personal information with third parties (or otherwise allow them access to it) only in the following manners and circumstances:

Third Party Services. We may partner with a number of selected service providers, whose services and solutions complement, facilitate and enhance our own. These include hosting, data and cyber security services, fraud detection and prevention services, merchant processing, website and mobile app functionality, manufacturing services, e-mail and text message distribution and monitoring services, advertising, affiliation and related analytics services, customer support and call center services, as well as our business, legal and financial advisors, and others (collectively, “Third Party Service Providers”). Each such Third-Party Service Provider may receive or otherwise have access to your personal information through your use of our Services, and may only use your personal information for such purpose(s) as expressly authorized by us. Such disclosure or access is strictly subject to the recipient’s or user’s undertaking of confidentiality and appropriate safeguards obligations, as well as the prevention of any independent right to use your personal information, subject to applicable law. 

Governmental/Law Enforcement Agencies and Legal Requests or Duties. We may disclose or otherwise allow access to Personal Information pursuant to a legal requirement or request, such as a subpoena, search warrant or court order, or in compliance with applicable laws and regulations. Such disclosure or access may occur with or without notice to you, if we have a good faith belief that we are legally required to do so, or that disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing.

Protecting Rights and Safety. We may share your personal information with others, with or without notice to you, if we believe in good faith that this will help protect the rights, property or personal safety of our Company, of any of our Users, or any members of the general public.

Our Affiliated Companies and Company Consultants. We may share personal information internally within our affiliates or Exclusive Consultants for the purposes described in this Policy. In addition, should we or any of our affiliates undergo any change in control, including by means of merger, acquisition or purchase of substantially all of our assets, your personal information may be shared with the parties involved in such event. If we believe that such change in control might materially affect your personal information then stored with us, we will notify you of this event and the choices you may have via e-mail and/or prominent notice on this Site.

YOUR RIGHTS. You can make choices regarding our collection and use of the personal information you share with us. You can control your personal information that we have obtained by emailing the Company at [email protected] or by calling [412-521-5859__________].  By way of example, you may request (i) access to the personal information we’ve collected from/about you, (ii) that updates are made to your personal information, (iii) that we cease using your personal information to contact you, and (iii) we delete the personal information about you in our records.  We will undertake to respond to your request within 30 days of receipt thereof.  In some cases, your ability to access or control your personal information will be limited, as required or permitted by applicable law. If that should happen, the Company will notify you accordingly. How you can access or control your personal information will also depend on which Services you use. For example, if you ask us to delete your personal information, we may not be permitted to do so if you’ve made a purchase via this Site. We will retain your information for as long as your account is active or as needed to provide you access to the Services. We will also retain and use your information as necessary to comply with our legal obligations, resolve disputes, and to enforce our agreements. For the removal of doubt, we expressly reserve the right to transfer, share or otherwise use non-personally identifiable information (e.g., anonymous, aggregated information) in our sole discretion and without the need for further approval.

DIRECT MARKETING. By registering an account, or accessing or using this Site or the Services and/or providing us with your e-mail address or any other contact information (including without limitation through any form on the Site), you hereby agree that we may contact you for the purpose of informing you regarding our products and services which may interest you, and in order to send to you other marketing material. You may withdraw your consent by sending us written notice by email to the following address: info@layerslife.com or by pressing the “Unsubscribe” button contained in the promotional communications you receive. Please note that the Company may also contact you with important information regarding your use and interaction with our Services. For example, we may notify you (through any of the means available to us) of changes or updates to our Services, payment issues, service maintenance, etc. You will not be able to opt-out of receiving such service messages.

CHILDREN’S ONLINE PRIVACY INFORMATION. Layers does not knowingly collect personal information from minors who are under the age of 16 through the Site and/or the Services. If a parent or guardian becomes aware that his or her child has provided us with personally identifiable information without his/her consent, then he or she should contact Layers at the information described below. If we become aware that a child under the age of 16 has provided us with personally identifiable information, we will delete such information from our files. Further, the Children’s Online Privacy Protection Act (“COPPA”) requires parental consent for collection of data from children younger than the age of 13 years old. For tips on protecting children’s privacy online, generally, please view the U.S. Federal Trade Commission (“FTC”) website at http://www.ftc.gov/privacy/privacyinitiatives/childrens.html.

COOKIES. 

1. What is a cookie? 

A cookie is a small text file that is stored in your web browser that allows Layers or a third-party to recognize you. Cookies might be used for the following purposes: (1) to enable certain functions; (2) to provide analytics; (3) to store your preferences; and (4) to enable ad delivery and behavioral advertising.

Cookies can either be session cookies or persistent cookies. A session cookie expires automatically when you close your browser. A persistent cookie will remain until it expires or you delete your cookies. Expiration dates are set in the cookies themselves; some may expire after a few minutes while others may expire after multiple years. Cookies placed by the website you’re visiting are sometimes called “first party cookies,” while cookies placed by other companies are sometimes called “third-party cookies.”

2. What cookies are used when I use the Site?

When you access and/or use the Site or Services, Layers or a third-party may place a number of cookies in your browser. Some of the cookies will only be used if you use certain features or select certain preferences, and some cookies will always be used.

Each cookie serves one of four different purposes:

1. Essential Cookies: These first party cookies allow users to use a feature of the Site or Services such as: (i) staying logged in, or (ii) making purchases.
2. Analytics Cookies: These cookies track information about how the Site or Services is being used so that we can make improvements and report on our performance. We may also use analytics cookies to test new ads, pages or features to see how users react to them. Analytics cookies may either be first party or third-party cookies.
3. Preference Cookies: These first party cookies store your Site preferences.
4. Ad Targeting Cookies: These third-party cookies (also known as “behavioral” or “targeted” advertising are placed by advertising platforms or networks in order to: (i) deliver ads and tracks ad performance, and (ii) enable advertising networks to deliver ads that may be relevant based upon your activities.

Finally, we may set cookies within emails we send to you (if you have consented to receiving emails from us). These cookies are used to track how often our emails are opened and clicked on by our customers. You can manage email cookies in the same way as website cookies, as explained above. 

3. How do third parties use cookies on the Site?  

Third-party companies like analytics companies and ad networks generally use cookies to collect user information on an anonymous basis. They may use that information to build a profile of your activities on the Site and other websites that you’ve visited.

4. What are my cookie options?  

If you don’t like the idea of cookies or certain types of cookies, you can change your browser’s settings to delete cookies that have already been set and to not accept new cookies. To learn more about how to do this, visit the help pages of your browser. Please note, however, that if you delete cookies or do not accept them, you might not be able to use all of the features we offer, you may not be able to store your preferences, and some of our pages might not display properly.

You may also opt out of third-party cookies by following the instructions provided by each third-party in its privacy policy.

5. Do you use any other user tracking technologies?  

We use additional technologies to help track user activities and preferences. For example, we use Google Analytics and when you visit the Site via Facebook, we use tracking pixels. 

6. Interest-Based Advertising 

We and third parties engage in interest-based advertising provided by vendors in order to deliver advertisements and personalized content that we and other advertisers believe will be of interest to you. To the extent third-parties are using cookies or other technologies to perform these services, Layers does not control the use of this technology or the resulting information for online, mobile, or email advertising, and is not responsible for any actions or policies of such third parties. Advertisements, emails, and other messages may be delivered to you by Layers or its service providers based on your online or mobile behavior, your search activity, your geographic location or other information that is collected by us or obtained from third parties. Some of our vendors and we may use our own or third-party aggregated or anonymized personal information, demographic data, and other inferred commercial interests to assist in the delivery of our advertisements to you.

In addition, we and our business partners use third parties to establish deterministic or probabilistic connections among devices (such as smartphones, tablets, and computers) to deliver more relevant advertising to you and for advertising analytics and reporting purposes. This means that information about your use of websites or applications on your current device may be combined with information from your other devices. We also may share this information and other inferences with third parties to allow them to target advertising, personalize content, or analyze behavior. This allows, for example, advertisements you see on your tablet to be based on activities you engaged in on your smartphone. These business partners may share and combine information from cookies with identifiers (such as device IDs assigned by Google or Apple) and IP addresses to make connections among related devices. This also allows for a more personalized experience across the Site.

If you have any questions about our Cookie Policy, you may contact us by sending an email to [email protected]. 

Social Media Features

The Site includes social media features, such as Facebook, Pinterest and Instagram buttons/icons. These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Social media features are either hosted by a third-party or hosted directly on the Site. Your interactions with these features are governed by the privacy policy of the company providing it. 

Links to Third-party Sites

The Site contains links to other sites that are not owned or controlled by Layers. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage you to be aware when you leave our site and to read the privacy statements of each and every web site that collects personally identifiable information. This Policy applies only to information collected by the Site. 

INFORMATION SECURITY. We take great care in implementing and maintaining the security of this Site. We employ industry standard procedures and policies to ensure the protection of personal information, and to prevent unauthorized use of any such information. Among other means we and our third-party vendors’ websites use Secure Socket Layer (SSL) technology, which creates an encrypted link between our web server and your browser, and provides a secured path of communication to ensure the information remains protected and private.  Please note however, that regardless of the measures we take and the efforts we make, we cannot and do not guarantee the absolute protection and security of any personal information.

AMENDMENTS. In the event we make a material change to how we use your personal information, we will provide you with an opportunity to opt-out of such new or different use. The date this Policy was last revised is at the top of this page. You are responsible for periodically reviewing this Policy to check for any updates or changes.

Last Updated: December 2019

• LEGAL TERMS OF USE

These Legal Terms (as the same may be amended, restated, supplemented, or otherwise modified from time to time, these “Terms”) constitute a legally binding agreement between B Lipsitz Company LLC (DBA HLC Opco LLC) [Layers] (“Layers”, “we,” us,” and “our”) and you, the user (including without limitation Customers and Residents (as each such term is defined below), “you” or “user”). These Terms govern your access (whether through a PC mobile, tablet or other device) and/or use of this website, www.layerslife.com (together with any related websites, this “Site”) and any service, content, feature, product or application made available, from time to time, on this Site (collectively, the “Services”), as applicable.  Together with these Terms, you acknowledge and agree to the terms in our Privacy Policy, which is incorporated herein by reference.

PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY BEFORE USING THIS SITE OR ANY SERVICES THAT WE PROVIDE. BY ACCESSING THIS SITE OR USING ANY OF THE SERVICES YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DISCONTINUE YOUR USE OF THIS SITE AND/OR ANY OF THE SERVICES.  

Changes. Notwithstanding anything herein to the contrary, Layers reserves the right, in our sole and absolute discretion, at any time and from time to time, and without notice, to change, amend, or modify these Terms, this Site and any of the Services we offer.  Modifications to these Terms will be effective upon: (a) notice, either by posting on our Site or by email notification; and (b) your subsequent use of our Site or Services. It is your responsibility to review these Terms and this Site from time to time for any changes. Your use of this Site or Services, as applicable, following any such modification or change constitutes your agreement to follow and be bound by these Terms.

Related Agreements; Conflicts. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Services or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Services, the other agreement shall take precedence in relation to the specific aspects of the Services to which it applies.

Electronic Consent. You acknowledge and consent that your (1) electronic signature on agreements and documents which are presented to you by Layers from time to time in respect of the Services has the same legally binding effect as if you signed such agreements in writing and will be deemed valid, authentic, enforceable and binding, and (2) electronic actions or your participation in certain electronic processes that are logically associated with a contract or any fully disclosed terms shall also have the same legal effect as if you signed such contract or agreed to such terms in writing and you agree that such actions/participation will be deemed a valid and binding contract to the extent such actions/participation indicates your intent to be legally bound. 

Authorized Users. The Services are available only to individuals who are at least 18 years old (and at least the legal age in the jurisdiction in which you reside). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in the jurisdiction in which you reside, and that all account registration and other information you submit is true, correct and complete. The Services are not available to any person or entity suspended or removed from this Site or Service by Layers (see Limitation, Suspension or Termination Section below). By using the Services, you represent that you have not been previously suspended or removed from this Site or Service. 

Accounts. Access to some Services may require that you register and open an account by complete our registration process (as may be updated from time to time on this Site), including choosing a password and a user name. You are responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify Layers immediately of any unauthorized use of your account or any other breach of security. Layers will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.   However, you could be held liable for losses incurred by Layers or another party due to someone else using your account or password.

Acceptable Use. Our Site and Services are provided for your informational and personal use only. When using our Site or any Services, you must comply with these Terms, and all applicable laws.  Except as expressly permitted by these Terms, you may not use our Site or Services (i) in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users; (ii) in any way to manipulate or distort, or undermine the integrity and accuracy of, any content, or take any action to interfere with, damage, disrupt any part thereof; (iii) to send, receive, upload/post, download, any material which does not comply with our content standards; (iv) to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material; (v) for any commercial purpose or in connection with any commercial activity performed, without obtaining our prior written consent; or (vi) to transmit any data, or upload to our Site or Services any data, 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 any computer software or hardware. Furthermore, except as expressly permitted by these Terms, you may not: (1) modify or use our copyright, trademark or other proprietary rights notices, or interfere with the security-related features of our Site or Services; (2) reconfigure any content in any way; (3) decompile, reverse engineer or disassemble any portion of our Site or any of the Services (to the extent such restriction is permitted by law); (4) use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained our Site or Services, or use network-monitoring software to determine architecture of or extract usage data from our Site or Services; (5) frame or mirror any part of this Site or any Services, other than framing on your own intranets or otherwise for your own internal business purposes; (6) access this Site or any Services in order to build a competitive product or service; or (7) engage in any conduct that restricts or inhibits any other user from using or enjoying our Site or Services. Any use of this Site or the Services in breach of these Terms by you that in our judgment threatens the security, integrity or availability of this Site or the Services, may result in our immediate suspension of this Site or the Services without any liability to you therefor. You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms. 

User Provided Content. In the event this Site or Services allow you to contribute content, including by uploading data and information, posting messages, sending or sharing files and communicating with others you agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through this Site or Services any data, text, images, files, links, software, or communications (“ User Content ”) that (i) we consider, in our sole and absolute discretion, to violate any applicable laws; (ii) restricts or inhibits any other user from using and enjoying this Site or Services; (iii) is threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent; (iv) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network; (v) violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under any securities or other applicable law; (vi) sells or promotes any product or service; (vii) promotes, solicits, or partakes in any multi-level marketing or pyramid scheme; (viii) posts or transmits any unsolicited advertising, or promotional materials (spam); or (ix) provide a false identity or claim a relationship between you and any business, organization, or person for which you are not authorized or legally permitted to claim such a relationship. By posting, transmitting, inputting or uploading User Content to this Site or Services, you warrant that such User Content does not violate or infringe the rights of any third parties. In addition, you automatically grant Layers and its affiliates, under all of your intellectual property rights, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such User Content, without compensation to you.  You understand and agree that we reserve the right (but not the obligation) to prohibit or restrict your conduct on this Site and Services and to review, edit, block, delete or remove any User Content, in whole or in part, whether before or after it is posted to this Site, for any reason and/or which in our sole and absolute discretion we believe violates these Terms, or is otherwise objectionable. 

Limitation, Suspension or Termination. We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to this Site or any Services (including any Content (as defined below) without prior notice. We may do so based on changes to our business practices (e.g., eliminating Services, etc.), if you violate any terms of these Terms, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action. Any limitation, suspension, or termination we may impose shall not alter your obligations to us under these Terms. The provisions of these Terms, which by their nature should survive any such action on our part, shall survive including, but not limited to, provisions relating to indemnities, releases, disclaimers, limitations on liability, and the miscellaneous provisions below. Upon termination of these Terms, or in any case determined by us in our sole discretion, your license to use the Content will immediately expire. 

Services Components. Without limiting the generality of the foregoing Section, we retain the right, at our sole discretion, to implement limits to the nature of, or your continued ability to access the Services and any data, and impose other limitations at any time, with or without notice, including without limitation, by charging fees. You acknowledge that a variety of our actions may impair or prevent you from accessing or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that we have no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, the Services. We may from time to time engage certain affiliates or other third parties to provide all or part of the Services to you, and you hereby acknowledge and agree that such third-party involvement is acceptable. We may from time to time include as part of the Services computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We expressly disclaim any warranty or other assurance to you regarding such third-party software. 

Copyright Infringement.  We may remove or disable, in our sole discretion, access to material on this Site or Services or hosted on our systems that may be infringing third parties rights (including, without limitation, copyright of others). If you believe that any material on this Site violates these Terms or your intellectual property rights, or that your work has been copied in a way that constitutes copyright infringement, please notify our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), as soon as possible by sending an email to [email protected] with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Intellectual Property.  Our Site, Services and related materials, software, text, images, graphics and other content, including any derivative works or enhancements of the foregoing (collectively, “Content”) and all intellectual property rights to the same are owned by us and/or by third parties, and nothing herein grants you any right in connection with the Content, except for a limited, revocable, non-transferable and non-sub licensable right and license to access and use such Content solely for your personal purposes. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Services are owned by us, our licensors, or both. Except as expressly set forth herein, you shall not acquire any right, title or interest in our Site or Services. Any rights not expressly granted in these Terms are expressly reserved. 

Confidentiality. You acknowledge that as a user of this Site and/or Services you will be given access to Confidential Information. For purposes hereof, “Confidential Information” shall include all information of any nature in tangible or intangible form provided or made available to use by access to the Services or this Site other than information that is a becomes part of the public domain without any action by you in violation of these Terms. You agree not to use Confidential Information other than for the purpose for which it was provided or disclose to any third party any Confidential Information. You agree to take reasonable precautions to protect the confidentiality of all Confidential Information, using no less than reasonable care. Upon termination or expiration of these Terms for any reason, you will return to Layers or destroy, at our request, all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.

Disclaimer. THE SERVICES, INCLUDING THIS SITE AND ALL INFORMATION, MATERIALS, AND CONTENT PROVIDED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LAYERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. LAYERS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, MATERIAL, SOFTWARE, TEXT, GRAPHICS, AND LINKS FOUND OR CONTAINED ON THIS SITE OR VIA THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES, THIS SITE, THE CONTENT, OR ITS SERVERS ARE FREE OF VIRUSES AND/OR FREE FROM ERRORS. ALL MATERIAL CONTAINED IN THE WEBSITE IS FOR GENERAL INFORMATION ONLY, HAS NOT BEEN INDEPENDENTLY VERIFIED, HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE REGULATORY AUTHORITY AND MAY CONTAIN ERRORS OR OMISSIONS OF MATERIAL INFORMATION. THE MATERIAL AND INFORMATION CONTAINED ON THE WEBSITE SHOULD NOT, THEREFORE, BE USED OR RELIED UPON FOR ANY SPECIFIC REASON OR APPLICATION WITHOUT INDEPENDENT COMPETENT PROFESSIONAL EXAMINATION AND VERIFICATION OF ITS ACCURACY, COMPLETENESS, SUITABILITY AND APPLICABILITY. YOU UNDERSTAND AND AGREE THAT YOU OBTAIN MATERIAL THROUGH THE USE OF THIS SITE AT YOUR OWN DISCRETION AND SOLE AND EXCLUSIVE RISK AND ASSUMES ANY AND ALL ACTUAL OR POTENTIAL DAMAGE OR LIABILITY RESULTING FROM SUCH USE, INCLUDING WITHOUT LIMITATION ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS THEREFROM. IN NO EVENT SHALL LAYERS BE RESPONSIBLE FOR THE PERFORMANCE OF THIS SITE, SERVICES OR CONTENT INCLUDING BUT NOT LIMITED TO, ANY FAILURE, DISRUPTION, DOWNTIME, AND INTERRUPTION OF SERVICES, DELAY, INACCURACY OR OTHER NONPERFORMANCE IN CONNECTION WITH THE SERVICES. THIS SITE OR SERVICES MAY CONTAIN, OR DIRECT YOU TO OTHER WEB PAGES WHICH ARE NOT OPERATED OR CONTROLLED BY LAYERS. WE MAKE NO REPRESENTATIONS REGARDING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THIS SITE OR SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED SUCH WEB PAGES REGARDLESS OF WHETHER OR NOT SUCH PAGES HAVE BEEN ACCESSED THROUGH THIS SITE OR THE SERVICES. 

No Duty to Monitor this Site/Services. You understand and agree that we have the right, but not the obligation, to monitor this Site and Services, including to remove content from this Site or Services, and for any reason.  

Limitation of Liability. IN NO EVENT SHALL LAYERS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES OR  RELATED COMPANIES OR ANY THIRD PARTY WORKING WITH LAYERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES, OR RESULTING FROM THE USE OR INABILITY TO USE MATERIAL ON THIS SITE OR SITES LINKED TO THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LAYERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SITE OR SERVICES IS TO STOP USING OUR SITE AND SERVICES. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH OUR SITE OR SERVICES OR ANY LINKS PROVIDED VIA ANY OF THE FOREGOING. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  

Indemnification. You agree to indemnify and hold harmless us and our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of our Site or Services; (ii) any actual or alleged violation or breach by you of these Terms; (iii) any actual or alleged breach of any representation, warranty or covenant that you have made to us; and/or (iv) your acts or omissions. You agree to fully cooperate with us in the defense of any claim that is the subject of your obligations hereunder. 

Governing Law; Arbitration. These Terms shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any claim or dispute between you and us that arises in whole or in part from your use of the Services or this Site shall be submitted exclusively for arbitration with the American Arbitration Association, and such arbitration will only take place in Dallas, TX, and you hereby consent to, and irrevocably waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction therein. 

Miscellaneous. No waiver by either of us of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms are for convenience only and shall not be given any legal import. Except where specifically stated otherwise, if any part of these Terms are deemed unlawful or unenforceable for any reason, it is agreed that part of these Terms shall be stricken and that the remaining terms in these Terms shall not be affected and shall remain in force and effect. You may not assign these Terms or any of your rights or obligations hereunder, in whole or in part, without our prior written consent. These Terms constitute the entire agreement and supersede all previous written or oral agreements between you and Layers.

Last Updated: December 2019