These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Manafold Inc., a Delaware corporation ("Manafold," "Company," "we," "us," or "our"), governing your access to and use of the Layo platform (the "Platform"), including all related services, features, content, and applications.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
1. Platform Description
Layo is a no-code application builder that enables businesses and individuals to build, deploy, and scale applications powered by large language models ("LLMs"). The Platform allows users to create LLM-powered applications and deploy them to third-party app stores, including OpenAI's ChatGPT store and Anthropic's Claude app ecosystem, through the Model Context Protocol ("MCP") and other integration methods.
2. Eligibility and Account Registration
2.1 Eligibility
You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements. If you are using the Platform on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
2.2 Account Registration
To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access to or use of your account.
3. Subscription and Payment Terms
3.1 Subscription Plans
Access to the Platform requires a paid subscription. Subscription plans, pricing, and features are described on our website and may be modified from time to time. We reserve the right to change our pricing with reasonable notice.
3.2 Payment Processing
All payments are processed through Stripe, our third-party payment processor. By providing payment information, you authorize us to charge your payment method for all fees associated with your subscription. You agree to Stripe's terms of service in connection with payment processing.
3.3 Billing Cycle
Subscriptions are billed in advance on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date. Cancellation will take effect at the end of the current billing period.
3.4 Refunds
Except as required by applicable law, all fees are non-refundable. No refunds or credits will be provided for partial subscription periods, downgrade to a lower-tier plan, or unused features.
3.5 Free Trials
We may offer free trials or promotional periods at our discretion. Free trial users may be subject to limitations on features or usage. We may require you to provide payment information to access a free trial, and if you do not cancel before the trial ends, you authorize us to charge your payment method for the subscription fee.
4. Acceptable Use
4.1 Permitted Uses
You may use the Platform for lawful purposes in accordance with these Terms and our policies, including for business purposes to create, deploy, and manage LLM-powered applications.
4.2 Prohibited Uses
You agree not to:
- Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
- Engage in any activity that interferes with or disrupts the Platform or its servers or networks;
- Attempt to gain unauthorized access to any part of the Platform, other users' accounts, or connected systems;
- Use the Platform to create applications that violate third-party rights, including intellectual property rights or privacy rights;
- Use the Platform to create applications that disseminate malware, spam, or harmful content;
- Use the Platform to create applications that engage in misinformation, fraud, or deceptive practices;
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform;
- Remove, alter, or obscure any proprietary notices on the Platform;
- Use the Platform to compete with Layo or develop a competing product or service;
- Engage in data scraping, data mining, or automated data extraction from the Platform without our prior written consent.
4.3 Compliance with Third-Party Policies
When you deploy applications to third-party platforms (e.g., OpenAI, Anthropic), you agree to comply with the terms of service, usage policies, and community guidelines of those platforms. Layo is not responsible for enforcement of third-party policies, and violations may result in removal of your applications from those platforms.
5. User Content and Applications
5.1 Your Content
You retain all ownership rights in the content you create, upload, or submit to the Platform ("User Content"), including application configurations, prompts, and data you provide. By submitting User Content, you grant Layo a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, and display your User Content solely to provide the Services.
5.2 Applications You Create
You are solely responsible for the applications you create and deploy using the Platform, including ensuring that such applications comply with applicable laws, regulations, and third-party terms of service. You warrant that your applications do not infringe any third-party intellectual property rights or violate any applicable law.
5.3 Content Moderation and Removal
We reserve the right to remove or disable access to any User Content or applications that violate these Terms, our policies, or applicable law. We may also remove content at the direction of law enforcement or regulatory authorities.
5.4 Prohibited Content
You agree not to create or deploy applications that contain or promote:
- Illegal content, including content that violates intellectual property or privacy rights;
- Hate speech, harassment, bullying, or content that promotes violence or discrimination;
- Sexually explicit or pornographic content;
- Misinformation or content intended to deceive or defraud users;
- Content that violates the rights of minors;
- Malware, viruses, or other harmful code.
6. Intellectual Property Rights
6.1 Ownership
Layo retains all rights, title, and interest in and to the Platform, including all intellectual property rights, software, features, and related documentation. These Terms do not grant you any ownership rights in the Platform.
6.2 Trademark License
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to use Layo's trademarks solely to identify your applications as being powered by Layo. You may not use our trademarks in any manner that suggests endorsement or association without our prior written consent.
6.3 Feedback
If you provide feedback, suggestions, or ideas regarding the Platform, you grant Layo an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.
7. Privacy and Data Use
7.1 Privacy Policy
Your use of the Platform is subject to our Privacy Policy, available at uselayo.com/privacy, which is incorporated into these Terms by reference.
7.2 Data You Provide
You are responsible for ensuring that any personal data or sensitive information you submit to the Platform or include in your applications is handled in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA).
7.3 Platform-Generated Data
Layo may collect and use aggregated, anonymized usage data and analytics to improve the Platform, develop new features, and provide insights. This data will not identify you or your users individually.
8. Third-Party Integrations
8.1 Third-Party Services
The Platform integrates with third-party services, including OpenAI, Anthropic, Google Cloud Platform, Stripe, and others. Your use of such third-party services is subject to their respective terms of service and privacy policies, which you agree to comply with.
8.2 Third-Party API Keys
You may be required to provide API keys or credentials for third-party services. You are solely responsible for obtaining, maintaining, and safeguarding such credentials, and for any costs associated with third-party services.
8.3 No Endorsement
Layo does not endorse or assume responsibility for any third-party services. We are not liable for any issues arising from your use of third-party services, including service outages, data loss, or violations of third-party terms.
9. Warranties and Disclaimers
9.1 Service Availability
We strive to make the Platform available 24/7, but we do not guarantee uninterrupted access. The Platform may be unavailable due to maintenance, updates, or circumstances beyond our control.
9.2 Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
9.3 No Liability for AI Outputs
Layo is not responsible for the outputs, responses, or behavior of LLMs or AI models integrated with the Platform, including those provided by OpenAI, Anthropic, or other third-party providers. You acknowledge that AI-generated content may be inaccurate, inappropriate, or unpredictable, and you use such content at your own risk.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LAYO'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE AMOUNT YOU PAID TO LAYO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11. Indemnification
You agree to indemnify, defend, and hold harmless Layo, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use of the Platform or violation of these Terms;
- Your User Content or applications you create or deploy;
- Your violation of any third-party rights, including intellectual property, privacy, or contractual rights;
- Your violation of applicable law or regulation.
12. Termination
12.1 Termination by You
You may terminate your account at any time by contacting us at support@uselayo.com. Upon termination, you will remain responsible for all fees incurred prior to termination.
12.2 Termination by Us
We may suspend or terminate your access to the Platform at any time, with or without cause, with or without notice, including for violation of these Terms, non-payment, or if we believe your use poses a risk to the Platform or other users.
12.3 Effect of Termination
Upon termination, your right to access and use the Platform will immediately cease. We will retain your data for sixty (60) days following termination, after which it will be permanently deleted, unless longer retention is required by law. You may request a copy of your data prior to deletion by contacting us at support@uselayo.com.
13. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will notify you by updating the "Effective Date" at the top of these Terms and, where required by law, provide additional notice (such as via email). Your continued use of the Platform after any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.
14. Dispute Resolution and Governing Law
14.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party shall bear its own costs and expenses.
14.3 Class Action Waiver
You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.
14.4 Exceptions to Arbitration
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.
15. Miscellaneous
15.1 Entire Agreement
These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Layo regarding your use of the Platform and supersede all prior agreements or understandings.
15.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.3 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
15.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms at any time without your consent.
15.5 Force Majeure
Layo shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or government actions.
16. Contact Information
If you have any questions, concerns, or requests regarding these Terms, please contact us at:
Manafold Inc. Email: legal@uselayo.com Website: uselayo.com