Terms of Service - Decision Layer

1. ARBITRATION; CLASS ACTION WAIVER; JURY WAIVER; CHOICE OF LAW AND FORUM

1.1 Binding Arbitration

To the fullest extent permissible under applicable law, any controversy or claim arising out of or relating to this Agreement, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in New York County, State of New York, before a single, neutral arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

YOU UNDERSTAND THAT BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION YOU ARE WAIVING ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, DecisionLayer reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information.

1.2 Governing Law

This Agreement shall be governed by and construed in accordance with the Federal Arbitration Act, applicable federal law and the internal laws of the State of New York, without reference to its conflicts of law rules. For any Dispute not subject to binding arbitration hereunder, you hereby irrevocably and unconditionally consent to submit to the jurisdiction of the State or Federal Courts located in New York County in New York. Each party shall be responsible for their own expenses, costs, and attorney's fees for any dispute arising out of or in connection with this Agreement. The party that prevails in any Dispute shall be entitled to recover from the losing party all fees and expenses incurred by the prevailing party in connection with the Dispute, including reasonable attorney's fees.

1.3 Class Action Waiver

YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST DECISIONLAYER IN CONNECTION WITH ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES OR YOUR RELATIONSHIP WITH DECISIONLAYER.

2. Eligibility

The Services are not intended for use by individuals under the age of eighteen. If you are under the age of eighteen, you may not use the Services. The Services are only for use by individuals residing in the United States. If you are using the services on behalf of a company, you hereby represent and warrant you have full authority and ability to bind that company and to use the Services on behalf of the company.

3. Your Account

To use the Services you may need to create an account. You are responsible for providing true, accurate and complete information in connection with the creation and registration of any account. You are solely responsible for maintaining the security and confidentiality of the password or other access credentials associated with your account.

4. Billing

Certain Services may have associated fees or costs. You will pay all fees or costs at the relevant time of transaction. All sales are final and no refunds will be made for any reason. All billing and payment card information is handled by a third-party provider, Stripe.com. DecisionLayer makes no representation or warranty of any kind arising from or related to Stripe.com's services. For information about how Stripe.com may handle your personal information, please visit https://stripe.com/privacy.

5. Dispute Rules

The Services include arbitration and binding arbitration services performed by DecisionLayer (each an "Arbitration"). Arbitral decisions may be rendered by an artificial intelligence or large language model (an "AI"), a human being designated by DecisionLayer, or a combination of both. Arbitrations are governed by the DecisionLayer rules (the "Rules"), which are provided to each litigant at the outset of Arbitration and are available at https://decisionlayer.ai/rules.

The specific Rules that apply to your Arbitration may vary based on the circumstances, including the specific Rules selected by any relevant arbitration clause. As further set forth in the Rules, you will only provide truthful and accurate information, documentation and evidence to DecisionLayer in connection with any Arbitration. You are responsible for paying all fees as set forth in any Rules or as otherwise presented to you by the DecisionLayer system during an Arbitration. As further set forth in the Rules, if you lose an Arbitration, you may be responsible for compensating the winning party for its costs, fees and expenses, including attorneys fees, incurred in connection with the Arbitration.

6. Conduct

You will not use the Services for any purpose that is prohibited by this Agreement. You are responsible and liable for all activity conducted under your account, whether or not you have authorized such activity. You will abide by the conditions of the Acceptable Use Policy, available at https://decisionlayer.ai/AUP.

7. Third Party Sites

For your convenience and enjoyment, the Sites may provide links to websites (and other digital resources) that are not operated by DecisionLayer (each a "Third Party Site" and collectively, "Third Party Sites"). Third Party Sites are not under our control, and you acknowledge and agree that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites.

YOU ACKNOWLEDGE AND AGREE THAT DECISIONLAYER IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY SITES. FOLLOWING ANY LINKS TO ANY THIRD PARTY SITES IS DONE AT YOUR SOLE RISK.

8. Consent to Communications

By providing us your contact information, including your email address and phone number, you expressly consent to receive marketing and promotional communications from DecisionLayer. These communications may include newsletters, special offers, promotions, and updates about our products and services, and may be sent via email or SMS/text messages. You have the right to opt-out of receiving these communications at any time by clicking the "unsubscribe" link in our emails or replying "STOP" to any SMS/text message. Please note that standard messaging and data rates may apply. Even if you opt-out of marketing communications, we may still send you transactional or administrative messages related to your use of our services. If you need to update your contact information, please contact us at policy@decisionlayer.ai.

9. DMCA

The Digital Millennium Copyright Act (the "DMCA") permits anyone who believes in good faith that material available via the Sites or Services infringes their copyright (a "Claimant") to send to our agent for notice of claims of copyright infringement ("Agent") a written notice requesting that we remove or block access to the infringing material ("Notice"). The Notice must include the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the Claimant.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(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) The Claimant's address, telephone number, and, if available, an electronic mail address.
(v) A statement that the Complainant has 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.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The DMCA permits anyone who believes in good faith that a Notice of copyright infringement has been wrongly made against them to send our Agent a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see www.loc.gov/copyright). Notices and counter-notices should be sent to our Agent at: dmca@decisionlayer.ai. Responses to Notices will be made in accordance with the requirements of the DMCA and within DecisionLayer's sole discretion.

10. Updates

You acknowledge that DecisionLayer may, at any time and without obligation, develop and release software updates, upgrades, patches, or other modifications to the Sites and Services to improve functionality, security, or performance or to address legal, regulatory, or policy requirements. Such updates may modify or delete certain features or functionality, and you agree that DecisionLayer has no obligation to provide any particular features or functionality, continue support, or maintain backward compatibility.

11. Security

The security of your personal information is important. DecisionLayer provides reasonable administrative, technical, and physical security controls to protect your personal information. However, no security controls are 100% effective. DecisionLayer cannot ensure or warrant the security of your personal information. Any transmission of personal information is at your own risk. DecisionLayer is not responsible for circumvention of any privacy settings or security measures for any of the DecisionLayer Sites or Services.

12. Intellectual Property

DecisionLayer and its licensors owns the trademarks, service marks, and trade dress ("Trademarks") displayed on the Sites and Services. You acknowledge that all content, data, information, text, graphics, images, audio, video, software, code, compilations, and other materials of any kind appearing on or transmitted through the Sites and Services (collectively, "Content") are the property of DecisionLayer or its licensors, are protected by intellectual-property and other laws, and may not be used, copied, reproduced, modified, adapted, published, translated, transmitted, distributed, performed, displayed, sold, licensed, or otherwise exploited for any purpose without our prior, express, written consent. Subject to your strict and continued compliance with this Agreement, DecisionLayer grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Sites and Services solely for your own lawful purposes. By providing any suggestions, ideas, or other information to DecisionLayer, you grant DecisionLayer the right to use, reproduce, and share your Feedback for any purpose without compensation or acknowledgment.

13. Disclaimers

Your use of, and reliance on, the Sites and Services is at your own risk. THE SERVICES, SITES AND THE MATERIAL PROVIDED THEREON AND THERETHROUGH ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Some jurisdictions may not allow the exclusion of implied warranties, so this statement may not apply to you.

14. Confidentiality

Except for confidential information received in connection with any Dispute, DecisionLayer does not wish to receive any confidential or proprietary information from you in any manner. You agree that any confidential information you provide outside of any Dispute, including without limitation any concepts, ideas, plans, techniques or any other information or content that you provide, may be used by DecisionLayer in any manner without restriction. DecisionLayer will use confidential information you submit to DecisionLayer in connection with the Services. This Section shall not prevent DecisionLayer from disclosing your confidential information to the extent required by a judicial order or other legal obligation.

15. Limitation of Liability

DECISIONLAYER SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES RESULTING FROM LOSS OR INTERRUPTION OF BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING THE SERVICES OR THE SITES, HOWEVER CAUSED, EVEN IF DECISIONLAYER HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. DECISIONLAYER'S TOTAL AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY OTHER MATERIALS PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, SHALL NOT EXCEED ONE U.S. DOLLAR (US$1.00).

16. Indemnities

You will indemnify, defend, and hold harmless DecisionLayer, its affiliates, and their respective owners, officers, directors, employees, agents, representatives, licensors, and suppliers from and against any and all claims, demands, actions, suits, investigations, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of, or inability to access or use, the Sites or Services; (b) your violation of any provision of this Agreement or of any applicable law, rule, or regulation; (c) your violation of any rights of any third party; or (d) any content or information submitted, posted, stored, or otherwise transmitted by you through the Sites or Services.

17. Changes to these Terms; Suspension; Termination

DecisionLayer reserves the sole and exclusive right, at any time and without prior notice or liability, to refuse service, suspend or terminate your account, block or disable access, or otherwise limit your use of the Sites or Services for any reason or no reason. DecisionLayer may revise or modify this Agreement in its sole discretion from time to time by posting an updated version of this Agreement or by otherwise providing you notice. Any revised Agreement is effective immediately upon posting or notice, and your continued access or use of the Sites or Services after the effective date of any such revision constitutes your acceptance of the revised Agreement.

18. Notices

DecisionLayer may provide you with notices, including those regarding changes to this Agreement, by email or through any contact information you provide to DecisionLayer. Notice will be deemed given twenty-four hours after the email is sent.

19. Miscellaneous

You may not assign this Agreement without the prior written consent of DecisionLayer and any such attempted assignment shall be null and void. The obligations of the parties shall be binding on and inure to the benefit of their respective heirs, successors, assigns, and affiliates. This Agreement constitutes the entire agreement of the parties hereto and supersedes any prior written or oral agreements with respect to the subject matter hereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

Last Updated: May 30, 2025
Effective Date: May 30, 2025

DecisionLayer Terms of Service