LayerD Platform – Terms and Conditions

1. Acceptance of Terms

Welcome to LayerD. By registering an account or using the LayerD platform (the “Platform”), you (the “User” or “you”) agree to these Terms and Conditions (“Terms”). These Terms form a binding legal agreement between you and LayerD FZCO, a company registered in the Dubai Multi Commodities Centre (DMCC) free zone in the United Arab Emirates (“UAE”), and govern your access to and use of the Platform and services made available by LayerD.

The UAE is our country of domicile, and the Platform is operated in accordance with applicable UAE law. If you do not agree to these Terms, you must not use the Platform.

By accepting these Terms, you represent that you have authority to bind your organisation (if registering on behalf of a company) and that all information you submit during registration is truthful and accurate.

LayerD may update these Terms from time to time. Updates become effective when posted on the Platform or the LayerD website. LayerD may notify Users of material changes where feasible. Your continued use of the Platform after updated Terms are posted constitutes acceptance of the revised Terms.

2. Definitions

For the purposes of these Terms, the following capitalised terms have the meanings below:

“LayerD” (also “we”, “us”, “our”) means LayerD FZCO.

“Platform” means the LayerD web-based application and network through which LayerD makes available its services, including interfaces, dashboards, documentation, and any APIs that LayerD chooses to provide.

“Data Publisher” means an entity (typically an application or publisher that collects end-user data and consents) registered on the Platform to supply or make available consent information regarding its end-users’ data.

“Data Partner” means an entity (e.g., an advertising technology partner, demand-side platform, research firm, or other data consumer) registered on the Platform to request access to or verify consent status of end-user data through the Platform.

“Services” means the functionalities and services made available via the Platform, which may include: registration of Data Publishers and Data Partners; management of consent-verification delegation permissions; verification of end-user consent status for device or user identifiers; reporting dashboards; audit logs; and an integrated wallet and credit system for payment of usage fees.

“LD Credits” means units of value (points) used within the Platform to pay for Services (e.g., to perform consent verifications). LD Credits are a pre-paid digital point system with no monetary value outside the Platform; they are not tokens, currency, securities, or any form of legal tender. LD Credits cannot be exchanged for cash or transferred outside the Platform, except as required by law or as expressly permitted in these Terms.

“Consent Data” means information related to an end-user’s consent status (for example, whether consent is active, revoked, or not on record), which may be represented or verified via device identifiers (including advertising identifiers), user identifiers, or other data points provided by a Data Publisher or authorised source.

“Hedera Network” means the Hedera Hashgraph network and related services (including the Hedera Consensus Service (HCS) and token/NFT features) that the Platform may use to record certain events (e.g., delegation events or verification proofs) in an immutable and auditable manner. Use of Hedera is a back-end feature; Users are not required to manage cryptocurrency wallets, and network fees may be handled by LayerD as part of the Services.

“User” (or “you”) means any registered entity and the authorised individuals acting on behalf of such entity that use the Platform, including Data Publishers and Data Partners. Users are enterprises or organisations, not individual consumers.

Other terms may be defined contextually in these Terms. Words in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.

3. Registration and Account Requirements

3.1 Eligibility

The Platform is offered only to legal entities (businesses or organisations) and not to individual consumers. By registering, you confirm you are an authorised representative of a valid business entity and are not a minor. You also confirm that neither you nor your organisation is barred from using the Platform under applicable laws (including sanctions and prohibited-party restrictions).

3.2 Registration Process

To access the Services, you must complete the registration process for your role (Data Publisher or Data Partner). Registration may require information including company name, registration number, address, contact details, data types offered or requested, and intended use cases. You agree to provide true, accurate, current, and complete information.

If you sign up through third-party single sign-on (SSO) options (such as Google, Apple, or Microsoft), you authorise LayerD to access certain information from that account (such as name and email) to facilitate registration.

3.3 Account Approval

All registrations are subject to review and approval by LayerD. LayerD reserves the right to approve or reject any application at its sole discretion. In the initial phase of the Platform, registrations may be manually reviewed. LayerD may request additional documentation or clarification. Your account is not active until LayerD confirms approval. If approved, your organisation may be issued a Client ID and account status may be set to “active”.

3.4 Account Security

Upon approval, an account (and an associated Platform wallet) may be created for your organisation. You are responsible for maintaining the confidentiality and security of your credentials. You must not share login information with unauthorised persons. You agree to notify LayerD promptly of any unauthorised use of your account or breach of security. LayerD is not liable for loss or damage arising from your failure to keep credentials confidential. Activities under your account are deemed authorised by you.

3.5 Account Users

You may allow employees or authorised agents to access the Platform under your account. You are responsible for ensuring all individuals accessing the Platform under your account comply with these Terms. You are liable for actions taken by persons using your account. If an individual ceases to be authorised, you must promptly revoke their access.

3.6 Accurate Information

You agree to keep your account information accurate and up to date. LayerD may suspend or terminate your account if registration or profile information is false, fraudulent, materially inaccurate, outdated, or incomplete.

3.7 One Account Per Entity

You must register only once per business entity unless explicitly permitted by LayerD in writing.

3.8 Ongoing Verification

After approval, LayerD may require additional verification of your information or eligibility (including business status, licences, or continued compliance). You agree to cooperate with reasonable requests. LayerD may suspend or restrict your account where it reasonably suspects inaccurate information, security risk, misuse, or violation of these Terms or applicable law.

4. Description of Services

LayerD provides a business-to-business (B2B) consent verification and permission-management platform. The Platform is intended to enable authorised verification of consent status and management of verification permissions between Data Publishers and Data Partners.

4.1 Consent Verification

Authorised Data Partners may verify the consent status of identifiers by submitting queries (including lists of identifiers) to the Platform. The Platform may check consent status against records made available by Data Publishers or other authorised sources as of the date of verification. Results may indicate active consent, revoked consent, or no consent on record, and may include metadata such as timestamp and consent source/type.

Verification outputs reflect information made available through authorised sources and technical systems at the time of verification. LayerD does not independently verify the legal sufficiency of any Data Publisher’s consent collection practices or any Data Partner’s intended use.

4.2 Delegation of Verification Rights

Data Publishers may authorise specific Data Partners to verify consents related to the Data Publisher’s data. Delegations may include parameters such as duration and re-delegation permissions. The Platform may use secure identifiers (including Hedera account identifiers or tokenised representations) and may record delegation events on the Hedera Network for auditability. Data Partners may manage rights they have received and, where permitted, re-delegate downstream subject to the conditions set by the original Data Publisher.

4.3 Consent Verification Process

The Platform may provide interfaces to select authorised suppliers/data sources and submit identifiers for verification, including by uploading files. The Platform may apply technical measures (including hashing, tokenisation, or other transformations) to reduce exposure of raw identifiers. Before running a verification job, the Platform may display estimated LD Credit cost and require confirmation. Users are responsible for ensuring sufficient LD Credit balance to run a job.

The Platform may return summary dashboards and allow export of detailed reports. Reports may include identifiers (as provided by the User or in pseudonymous form, depending on implementation), consent status fields, metadata, and references to audit trails or proofs.

4.4 Integrated Wallet and Payments

The Platform may include an internal wallet system denominated in LD Credits. Users may purchase LD Credits through supported payment methods. LD Credits may be used to pay for verification operations and other paid Services. The wallet dashboard may display balance and transaction history.

4.5 Notifications and Audit Logs

The Platform may provide notifications and logs to support transparency (including notifications about approvals, delegations, and permission changes). The Platform may include log viewers or similar tools to display event streams recorded via the Hedera Network or other audit systems.

4.6 Support and Network Health

LayerD may provide documentation, integration resources, and support channels at its discretion. The Platform may display network health indicators and usage statistics for transparency. Features may be introduced, modified, deprecated, or discontinued at any time. LayerD is not obligated to maintain any specific feature set, and the Platform may change without notice.

4.7 Beta Services

Features labelled “beta,” “pilot,” or “preview” are provided on an experimental basis and may be changed or discontinued at any time. Use of beta features is at your own risk.

4.8 On-Chain Data and Privacy Protection

LayerD does not record raw personal identifiers (such as full device IDs, emails, or consent strings) on the Hedera Network. Only pseudonymous or aggregated technical proofs, delegation events, and related metadata are recorded for auditability purposes. This design principle ensures that sensitive personal information is not permanently inscribed on immutable distributed ledgers, thereby reducing privacy risks and supporting compliance with data protection laws that require the ability to erase or modify personal data.

4.9 Reports and Verification Evidence

Reports and dashboards generated by the Platform are intended to provide technical evidence of the verification operations performed, including relevant information such as identifiers (in the form provided or pseudonymised, as applicable), consent status, relevant timestamps, publisher/source attribution, and audit references. Users may export such reports for their own audit, compliance, or reporting purposes, subject to these Terms and applicable law. LayerD does not warrant that such reports will satisfy any particular legal standard or compliance requirement; it is the User’s responsibility to determine the suitability of reports for their intended purpose and to seek legal advice as necessary.

5. Licence Grant and Permitted Use

5.1 Limited Licence

Subject to your compliance with these Terms and payment of applicable fees, LayerD grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Services solely for your internal business purposes related to consent verification and verification-permission management. All rights not expressly granted are reserved.

5.2 Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must comply with applicable laws and regulations (including data protection and privacy laws, export controls, and sanctions). You are solely responsible for data, content, and instructions you provide through the Platform and for ensuring your use of outputs is lawful.

You must not:

• Unauthorised resale/exploitation: sublicense, rent, lease, sell, resell, redistribute, or commercially exploit the Platform or Services to any third party, except as expressly permitted by LayerD in writing.
• Competitive purposes: access or use the Platform to build or enhance a competing product/service, or to benchmark the Platform for competitive purposes.
• Interference/misuse: interfere with or disrupt the integrity or performance of the Platform or networks; introduce malware; conduct denial-of-service attacks; probe, scan, or test vulnerabilities without authorisation; or breach security/authentication measures.
• Unauthorised access: attempt to access other Users’ data or any systems/functions not authorised for you.
• Reverse engineering: reverse engineer, decompile, disassemble, or attempt to discover source code, algorithms, or trade secrets; modify or create derivative works.
• Framing/misrepresentation: frame or mirror any part of the Platform without permission; imply partnership or endorsement without authorisation; remove or obscure notices.
• Unlawful data/content: upload or transmit data/content that violates law, infringes rights, violates privacy/data protection, is defamatory/obscene/illegal, or contains malicious code.
• Improper use of outputs: misuse results or attempt re-identification; share outputs with unauthorised parties; or use outputs contrary to applicable law or restrictions imposed by Data Publishers or upstream partners.
• Re-identification and unlawful profiling: attempt to re-identify individuals from pseudonymised or aggregated data provided via the Platform; use the Platform or its outputs to create, augment, or enrich profiles for sensitive or unlawful targeting (including discrimination based on protected characteristics); or otherwise use the Services in a manner that circumvents privacy protections or violates the reasonable expectations of end-users, unless expressly permitted by applicable law and by valid, specific end-user consent.

5.3 Platform Changes; Maintenance

LayerD may apply updates, patches, or changes for improvement, maintenance, or compliance reasons. LayerD may suspend access for scheduled maintenance, emergency fixes, suspected security threats, misuse, or operational reasons. The Platform is not guaranteed to be uninterrupted or error-free.

5.4 Suspension and Investigation

If LayerD reasonably suspects a violation of these Terms, unlawful activity, security issues, or other risk, LayerD may suspend or limit access while investigating. LayerD may request cooperation and information relevant to your use of the Platform.

6. Fees, Payments, and LD Credits

6.1 LD Credits

The Platform may operate on a credit system. Upon account creation, an internal wallet may be provisioned for your organisation and may have a zero balance unless promotional credits are provided. Certain Services require sufficient LD Credits. LD Credits are non-tangible points used solely for measuring and paying for Service usage within the Platform and do not constitute legal tender, cryptocurrency, or an asset.

6.2 Purchasing Credits

Users may purchase LD Credits through payment methods made available on the Platform. Payment card transactions may be processed via third-party payment processors using encrypted connections. LayerD generally does not store full card details on its servers.

6.3 Currency and Fees; Pricing Changes

Fees for purchasing LD Credits are displayed at point of purchase, including the applicable currency. Your bank may apply exchange rates and fees; you are responsible for such charges.

Purchases are generally final and non-refundable, except as required by law or expressly permitted by these Terms. LayerD may change pricing of LD Credits or the rate at which credits are consumed for Services on a prospective basis.

6.4 Balance Management

Wallet balance may be displayed in your account dashboard. Credits may be deducted when you use paid Services. The Platform may show an estimate and/or confirmation step before running a paid job. You are responsible for maintaining sufficient balance.

6.5 Taxes

Unless stated otherwise, fees are exclusive of taxes. LayerD may charge and collect taxes as required by applicable law. You are responsible for taxes arising from your purchases or use of the Services, except taxes based on LayerD’s net income.

6.6 Invoices and Records

Receipts or invoices may be provided via email or through the Platform. You are responsible for retaining transaction records. Billing discrepancies should be raised promptly.

6.7 Promotional Credits and Trial

LayerD may offer promotional credits or trials under additional terms. Promotional credits may expire and may be modified or discontinued at LayerD’s discretion. Promotional credits are not redeemable for cash.

6.8 No Cash-Out or External Transfers

LD Credits have no monetary value outside the Platform and do not constitute property. LD Credits cannot be sold, traded, or transferred outside the Platform. Attempts to sell, trade, or transfer LD Credits outside the Platform constitute a material breach.

6.9 Insufficient Balance

LayerD is not liable for inability to use Services due to insufficient LD Credits.

6.10 Third-Party Fees

You may incur third-party fees (bank, issuer, payment provider) unrelated to LayerD. You are responsible for such fees.

6.11 Refunds Policy

Purchases are generally final. If you believe you were incorrectly charged due to a verifiable error (e.g., duplicate payment or processing failure), you may contact support. LayerD may review and may provide a refund or adjustment at its discretion, subject to applicable law and payment processor rules.

If LayerD discontinues the Services generally or terminates your account without cause, LayerD may (at its discretion and subject to applicable law) permit use of remaining purchased LD Credits during any notice period and/or issue service credits or a pro-rata refund for unused purchased LD Credits. No refund is owed except as required by law or expressly stated in these Terms.

7. Data Protection, Privacy, and User Data Responsibilities

7.1 Compliance with Data Laws; No Legal Advice

You are responsible for complying with all applicable data protection and privacy laws in connection with your use of the Platform, including determining whether identifiers constitute personal data and ensuring required notices, consents, and lawful bases. You represent and warrant that any identifiers and related data you submit and any outputs you use are processed lawfully and in accordance with applicable law and your third-party agreements.

LayerD provides tools that may support privacy and compliance workflows. Nothing on the Platform constitutes legal advice. LayerD does not guarantee that use of the Platform makes you compliant with any law.

7.2 Data Protection Roles; DPA

Depending on context, a User may act as a “controller” (or equivalent) and LayerD may act as a “processor” or “service provider” (or equivalent) only to the extent LayerD processes data on the User’s documented instructions to provide the Services. LayerD does not independently determine purposes of processing beyond providing and securing the Services.

Where required by applicable law, LayerD may make available a data processing addendum (DPA) and/or other transfer mechanisms. If a DPA is executed and conflicts with these Terms on data protection matters, the DPA controls to the extent of the conflict.

7.3 User Data; Licence

“User Data” means any data you upload, submit, or otherwise provide to LayerD through the Platform, including registration information and identifiers submitted for verification.

You retain ownership of User Data. By submitting User Data, you grant LayerD a worldwide, non-exclusive, royalty-free licence to use, process, store, transmit, and otherwise handle User Data solely to provide, secure, maintain, and improve the Services and as otherwise consistent with these Terms. LayerD does not use uploaded verification files for advertising, profiling, or purposes unrelated to providing and securing the Services.

You represent and warrant you have all necessary rights, consents, and permissions to provide User Data and to grant the licence above.

7.4 Data Minimisation; Temporary Processing; Retention

LayerD is designed to minimise storage of identifiers and other sensitive data. In connection with providing the Services, LayerD may temporarily receive, process, and store uploaded files (including lists of device identifiers) in secure, access-controlled storage environments (including object storage such as a self-hosted S3 bucket) to complete requested verification operations efficiently and reliably.

Unless required for security, troubleshooting, fraud prevention, chargeback handling, legal compliance, or binding requests from competent authorities, LayerD intends to delete uploaded verification files from active processing storage after the verification job is completed (or has failed) and results are made available to the User. Deletion may not be instantaneous in all circumstances and residual copies may remain for a limited period in encrypted backups, disaster recovery systems, system logs, or similar technical records maintained in the ordinary course of business.

LayerD may retain non-identifying aggregated metrics (e.g., job sizes, match rates, error rates) that do not directly identify individuals or reveal User Confidential Information.

7.5 Confidentiality of Data

User Data uploaded for verification is treated as confidential and handled in accordance with Section 8. LayerD may disclose User Data only as necessary to provide the Services, according to Platform permissions and authorisations, or as required by law.

7.6 Privacy Policy

If LayerD publishes a Privacy Policy, it is incorporated by reference. To the extent a DPA is executed, the DPA governs data protection obligations to the extent of conflict.

7.7 Data Subject Requests; Cooperation

Users are responsible for responding to data subject rights requests and meeting compliance obligations applicable to their role. LayerD may provide reasonable cooperation where required by applicable law and where feasible, subject to security and confidentiality requirements and provided that such cooperation does not require LayerD to assume the User’s compliance obligations.

7.8 Security

LayerD uses reasonable technical and organisational measures intended to protect User Data. No system is completely secure. You are responsible for securing your own systems and access credentials.

7.9 International Data Processing and Transfers

LayerD is based in the UAE and may process data in other jurisdictions for performance and reliability. By using the Platform, you acknowledge cross-border processing may occur. Where applicable laws require specific safeguards, LayerD may implement safeguards and may require additional terms (including a DPA).

7.10 Anonymised and Aggregated Data

LayerD may generate anonymised or aggregated data from Platform operations and use it to operate, secure, improve, and publish high-level insights, provided it does not identify individuals or disclose User Confidential Information.

7.11 Third-Party Services and Data Sources

The Platform may integrate with third-party systems (including networks, APIs, CMPs, and payment processors). LayerD is not responsible for third-party systems beyond its control. LayerD may share data with third parties only to the extent necessary to provide the Services.

7.12 Responsibilities of Data Publishers and Data Partners

Data Publishers are solely responsible for lawfully obtaining, documenting, and maintaining valid consents from end-users, and for ensuring that all Consent Data they provide via the Platform is accurate, up to date, and reflects the current consent status of the relevant end-users.

Data Partners are solely responsible for ensuring that their use of Consent Data and verification outputs (including any downstream processing or sharing of personal data) is compatible with the consents obtained, and complies with all applicable laws, regulations, and self-regulatory rules (including industry codes of conduct and advertising standards).

LayerD does not provide legal advice and does not independently assess the legal sufficiency of any Data Publisher’s consent collection practices or any Data Partner’s intended use of data. Each User is responsible for obtaining independent legal advice as necessary.

7.13 Security Incident and Breach Notification

If LayerD becomes aware of a security incident that materially affects the confidentiality, integrity, or availability of User Data processed on the Platform, LayerD will notify the affected Users without undue delay, subject to any legal or law-enforcement restrictions. LayerD will provide information reasonably available at the time of notification to assist Users in meeting any applicable notification obligations they may have under data protection laws. LayerD’s notification does not constitute an acknowledgment of fault or liability. Users remain responsible for determining whether a reportable personal data breach has occurred under applicable law and for making any required notifications to supervisory authorities or data subjects.

7.14 Mandatory Data Protection and Privacy Laws

Nothing in these Terms is intended to limit a User’s obligations under, or rights granted by, any mandatory applicable data-protection or privacy law (including, without limitation, the General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), or other applicable privacy legislation). In the event of a direct conflict between any provision of these Terms and such mandatory law, the mandatory law will prevail to the extent of the conflict. Users remain responsible for ensuring their compliance with all applicable data protection and privacy laws.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential. LayerD Confidential Information includes the Platform technology, algorithms, and non-public documentation. User Confidential Information includes non-public User Data (including uploaded identifier lists), business plans, and other proprietary information. Platform outputs (including verification reports) constitute User Confidential Information and may also be confidential to a Data Publisher that provided underlying Consent Data.

Confidential Information excludes information that: (a) becomes public without breach; (b) was already known by Recipient without confidentiality obligation; (c) is received from a third party with the right to disclose; or (d) is independently developed without use of Discloser Confidential Information.

8.2 Confidentiality Obligations

Recipient must: (i) use Discloser Confidential Information only to perform obligations or exercise rights under these Terms; (ii) not disclose it except to personnel and advisers with a need to know and confidentiality obligations at least as protective as these Terms; and (iii) protect it using reasonable care.

8.3 Compelled Disclosure

If Recipient is required by law or legal process to disclose Discloser Confidential Information, Recipient must (to the extent legally permitted) notify Discloser promptly and disclose only what is required.

8.4 Return or Destruction

Upon Discloser’s written request and upon termination, Recipient must return or destroy Confidential Information, except that Recipient may retain copies required by law or standard backup procedures, subject to ongoing confidentiality obligations.

8.5 Duration

Confidentiality obligations continue during the term and for five (5) years after termination, and indefinitely for trade secrets and personal data as required by law.

8.6 Remedies

Unauthorised disclosure may cause irreparable harm. Discloser may seek injunctive or equitable relief in addition to other remedies.

8.7 Publicity

LayerD may identify your company as a user of the Platform in marketing materials (e.g., name and logo) unless you opt out in writing. Such use does not imply endorsement or deep integration without separate agreement.

9. Intellectual Property Rights

9.1 LayerD IP

LayerD owns all rights in the Platform and Services, including all intellectual property rights. These Terms do not transfer ownership. You may not use LayerD trademarks or branding without prior written consent, except as necessary to identify LayerD as the Platform provider.

Feedback may be used by LayerD without restriction or obligation.

9.2 User IP

You retain all rights in your IP and User Data, subject to the licence granted in Section 7.

9.3 Third-Party IP

Third-party software and services integrated with the Platform are owned by their respective owners and subject to their terms.

9.4 No Implied Rights

No rights are granted by implication. You must not remove proprietary notices.

9.5 Platform Content

Platform content (other than User Data) is owned by LayerD or licensed and protected by applicable laws. Unauthorised copying, scraping, or distribution is prohibited.

9.6 Your Marks

You grant LayerD a limited licence to use your name, trademarks, and logos for the purpose described in Section 8.7 unless you opt out.

10. Warranties and Disclaimers

10.1 User Warranties

You represent and warrant that: (a) you have authority to enter into these Terms; (b) your registration information is truthful and accurate; (c) you have all necessary rights, consents, and lawful bases to provide User Data and to use outputs; and (d) your use complies with applicable law and does not infringe third-party rights.

10.2 Disclaimer of Warranties

The Platform and Services are provided “AS IS” and “AS AVAILABLE” to the fullest extent permitted by law. LayerD disclaims all warranties not expressly stated, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

LayerD does not warrant that the Platform is uninterrupted, timely, secure, or error-free, or that outputs are accurate, complete, or reliable. Consent information is supplied by Data Publishers or authorised sources and may be incomplete, delayed, or outdated. The Platform is a tool and not a certification of legal compliance.

No advice or information obtained through the Platform creates any warranty not expressly stated.

10.3 Not an Emergency or Critical Service

The Platform is not designed for emergency, life-critical, or safety-critical use, or where failures could cause injury, death, or significant property damage.

10.4 Third-Party Services

LayerD is not responsible for third-party services or systems integrated with or accessed via the Platform, including network outages or third-party API downtime.

10.5 Beta Features

Beta features are provided without warranties and may be changed or discontinued at any time.

10.6 No Guarantee of Outcomes

LayerD does not guarantee any particular business outcome from use of the Services.

10.7 Mandatory Laws

Nothing in these Terms excludes non-waivable rights under applicable law.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

To the maximum extent permitted by law, LayerD and its affiliates and personnel are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, business opportunity, or data.

11.2 Cap on Liability

To the maximum extent permitted by law, LayerD’s total cumulative liability for all claims arising from or related to these Terms or the Services will not exceed the total fees paid by you to LayerD in the twelve (12) months immediately preceding the event giving rise to liability. If you paid no fees, liability is limited to USD $100.

11.3 Exceptions

Nothing limits liability that cannot be limited by law, including liability for fraud, wilful misconduct, or gross negligence.

11.4 User’s Liability

Nothing limits your liability for breach of these Terms, unpaid fees, or indemnification obligations.

11.5 Release for Third-Party Acts

To the extent permitted by law, claims arising from acts/omissions of third parties (including Data Publishers, Data Partners, networks, or external systems) are not attributable to LayerD.

11.6 Timing of Claims

Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after the claim arose, to the extent permitted by law.

11.7 Third-Party Relationships and Disputes

Users are responsible for ensuring that their use of the Platform and any Consent Data or verification outputs is consistent with their own contracts, data-processing agreements, commercial arrangements, and obligations towards other parties (including as between Data Publishers and Data Partners, and between Users and their own customers, partners, or data subjects). LayerD is not a party to such agreements and is not responsible for any disputes, claims, liabilities, or obligations arising from or relating to relationships, agreements, or dealings between or among Users or between Users and third parties. Users agree to indemnify and hold LayerD harmless from any claims arising out of such third-party relationships or disputes.

12. Indemnification

You agree to indemnify, defend, and hold harmless LayerD FZCO, its affiliates, and their respective directors, officers, employees, and agents (the “LayerD Parties”) from and against third-party claims, demands, suits, investigations, liabilities, damages, penalties, losses, and reasonable legal fees arising out of:

• (a) your material breach of these Terms;
• (b) your violation of applicable law in connection with the Services (including data protection or privacy laws);
• (c) allegations that User Data or your submission/processing/use of identifiers infringes or misappropriates a third party’s rights (including privacy or intellectual property rights) or that you lacked required consents/notices/legal basis; or
• (d) fraud, wilful misconduct, or gross negligence by you or your personnel.

Procedure: Where practicable, LayerD may notify you of a claim for which it seeks indemnification. You may assume control of the defence using counsel reasonably acceptable to LayerD, provided you diligently defend and do not settle in a manner that admits liability or imposes obligations on LayerD without LayerD’s prior written consent. LayerD may participate with its own counsel at its own expense.

This indemnity survives termination.

13. Term and Termination

13.1 Term

These Terms are effective when you accept them (including by clicking “I agree” or using the Platform) and continue until terminated.

13.2 Termination by You

You may stop using the Platform at any time and may request account termination via available account interfaces or by contacting support. You remain responsible for obligations incurred prior to termination (including payment obligations).

13.3 Suspension and Termination by LayerD

LayerD may suspend access to the Services (in whole or in part) immediately if it reasonably believes that:

• (a) you have breached these Terms;
• (b) your use poses a security risk, may adversely impact the Platform or other Users, or may create legal exposure for LayerD;
• (c) a payment is overdue, reversed, or subject to chargeback;
• (d) you have engaged in fraud, misrepresentation, unlawful activity, or prohibited use; or
• (e) LayerD is required to do so by law or by a competent authority.

LayerD may terminate your account for cause if you materially breach these Terms and, where the breach is remediable, fail to cure within a reasonable period after notice. For severe breaches or urgent risk, termination may be immediate.

LayerD may also discontinue the Platform or materially reduce Services for business or operational reasons. Where commercially reasonable, LayerD may provide advance notice.

13.4 Effect of Termination; LD Credits

Upon termination or suspension, your right to access the Platform ceases (or is limited). You must cease use of the Services.

LD Credits:

• If LayerD suspends or terminates your account for cause (including material breach, fraud, unlawful conduct, or chargebacks), LayerD may invalidate or forfeit (“burn”) remaining LD Credits and may refuse further top-ups.
• If LayerD terminates your account without cause or discontinues the Services generally, LayerD may (at its discretion and subject to applicable law) permit use of remaining purchased LD Credits during any notice period and/or issue service credits or a pro-rata refund for unused purchased LD Credits. No refund is owed except as required by law or expressly stated in these Terms.

LayerD may delete User Data from live systems after termination, subject to Section 7.4 and Section 8.4. Records stored on immutable networks or audit systems may not be removable.

13.5 Surviving Provisions

Provisions that by their nature should survive termination survive, including payment obligations, confidentiality, IP, disclaimers, limitation of liability, indemnity, and dispute resolution.

13.6 Reinstatement

Reinstatement after suspension or termination is at LayerD’s sole discretion and may be subject to conditions.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the laws of the Emirate of Dubai and applicable federal laws of the UAE. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.2 Good Faith Negotiations

Before initiating arbitration, the parties agree to attempt to resolve disputes through good faith negotiations.

14.3 Arbitration

Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, that cannot be resolved amicably within thirty (30) days of written notice of the dispute, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC).

The arbitration award is final and binding and may be enforced in any court of competent jurisdiction.

14.4 Interim Relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction to protect its confidential information or intellectual property.

14.5 Court Jurisdiction

Subject to arbitration, the courts of the Emirate of Dubai have exclusive jurisdiction for matters permitted to be litigated in court (including enforcement of an arbitration award).

14.6 Class/Representative Action Waiver

To the extent permitted by law, disputes must be brought on an individual basis and not as a class, consolidated, or representative action.

15. Miscellaneous

15.1 Changes to Services

LayerD may modify, suspend, or discontinue the Platform or any Service (in whole or part) at any time. LayerD may introduce features subject to additional terms.

15.2 Force Majeure

LayerD is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government restrictions, cyber-attacks by third parties, pandemics, natural disasters, strikes, power failures, or telecommunications disruptions.

15.3 No Waiver

Failure to enforce any provision is not a waiver.

15.4 Severability

If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary or severed, and the remainder remains in effect.

15.5 Assignment

You may not assign these Terms without LayerD’s prior written consent. LayerD may assign these Terms to an affiliate or successor in connection with corporate transactions.

15.6 Relationship of the Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

15.7 Third-Party Beneficiaries

Except for indemnified LayerD Parties, there are no third-party beneficiaries.

15.8 Communications and Notices

LayerD may provide notices by email, Platform notifications, or other legally accepted means. You are responsible for keeping contact information current. Notices to LayerD for legal purposes must be sent to the address in Section 16.2.

15.9 Entire Agreement

These Terms, together with documents incorporated by reference (including any Privacy Policy and any executed DPA), constitute the entire agreement between you and LayerD regarding the Services and supersede prior understandings.

15.10 Language

These Terms are written in English. Any translation is for convenience only; the English version controls.

15.11 Interpretation

References to laws include amendments and successor laws.

16. Contact Information

16.1 Support

Support channels (email/portal) are provided on the Platform or the LayerD website. LayerD may provide support at its discretion. Response times are not guaranteed unless agreed in a separate written SLA.

16.2 Legal Notices to LayerD

LayerD FZCO
Mailing Address: P.O. BOX: 72184 Dubai Media City, Zee Tower, Office 206, Dubai, United Arab Emirates
Attn: LayerD Legal Department (Terms of Service)
Email: [email protected]

16.3 Company Information

LayerD FZCO is a DMCC Free Zone company organised under DMCC regulations and applicable UAE laws.
Certificate of Registration No.: DMCC203979.
Date of Registration/Incorporation: 18-Dec-2025.