Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Layer Nine ("Company," "we," "us," or "our") concerning your access to and use of our website, services, and products. By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our services.

Layer Nine provides web development, mobile app development, software consulting, and related technology services. Our services include but are not limited to:

• Custom web application development
• Mobile application development (iOS and Android)
• API development and integration
• Cloud infrastructure setup and management
• Technical consulting and architecture design
• Maintenance and support services
• UI/UX design services

Specific services will be detailed in individual project agreements, statements of work, or service contracts.

By using our services, you agree to:

• Provide accurate, current, and complete information when engaging with us
• Maintain the confidentiality of any account credentials or access information
• Use our services only for lawful purposes and in accordance with these Terms
• Not engage in any activity that interferes with or disrupts our services
• Not attempt to gain unauthorized access to any portion of our services or systems
• Not use our services to transmit malicious code, viruses, or harmful materials
• Respect intellectual property rights of Layer Nine and third parties

Prohibited Activities

You may not use our services to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit spam, phishing attempts, or unsolicited communications
• Engage in fraudulent or deceptive practices
• Harass, abuse, or harm others
• Collect or store personal data of others without consent
• Reverse engineer, decompile, or disassemble any part of our services

Our Property

The services, website content, designs, logos, trademarks, and materials provided by Layer Nine are protected by copyright, trademark, and other intellectual property laws. Unless otherwise specified in a written agreement, we retain all rights, title, and interest in our intellectual property.

Client Property

You retain ownership of any content, data, or materials you provide to us. By providing such materials, you grant us a license to use them solely for the purpose of delivering our services to you.

Work Product

Ownership of deliverables and work product will be specified in individual project agreements. Typically, upon full payment, you will receive ownership of custom code and designs created specifically for your project, while we retain rights to our reusable tools, frameworks, and methodologies.

Payment terms will be specified in individual project agreements or invoices. General payment terms include:

• All fees are quoted and payable in the currency specified in your agreement
• Payment is typically required according to milestone schedules or monthly billing cycles
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• All fees are non-refundable unless otherwise stated in writing
• Prices do not include applicable taxes, which will be added to invoices as required

We reserve the right to suspend services for non-payment. Continued non-payment may result in termination of services and collection proceedings.

Each project will be governed by a statement of work or project agreement that defines scope, deliverables, timeline, and fees.

Scope Changes

Changes to project scope must be requested in writing. We will provide a written estimate of the impact on timeline and cost. Work on scope changes will not commence until mutually agreed upon and, if applicable, additional fees are paid.

Client Responsibilities

Timely project completion depends on your cooperation, including:

• Providing necessary information, access, and materials
• Timely review and approval of deliverables
• Timely payment according to agreed schedules
• Availability for meetings and communications as needed

Delays caused by client unavailability or delayed approvals may impact project timelines and may result in additional fees.

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We will make reasonable efforts to correct any defects in our work during any agreed-upon warranty period.

Except as expressly provided, our services are provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our services will be uninterrupted, error-free, or completely secure.

To the maximum extent permitted by law, in no event shall Layer Nine be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use our services
• Any conduct or content of any third party on our services
• Any content obtained from our services
• Unauthorized access, use, or alteration of your transmissions or content

Our total liability to you for any claims arising from or related to our services shall not exceed the amount you paid to us in the twelve (12) months preceding the claim or $1,000, whichever is greater.

You agree to indemnify, defend, and hold harmless Layer Nine and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with:

• Your use of our services
• Your violation of these Terms
• Your violation of any rights of another party
• Content or materials you provide to us

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement. We will not disclose your confidential information to third parties except as necessary to perform our services or as required by law.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully in the receiving party's possession before disclosure
• Is independently developed without use of confidential information
• Is rightfully received from a third party without confidentiality obligations

Either party may terminate services as specified in the applicable project agreement. Generally:

• Either party may terminate with written notice if the other party materially breaches these Terms
• We may terminate immediately if you fail to pay undisputed fees when due
• Upon termination, you must pay for all work completed through the termination date
• We will provide you with work product completed through the termination date upon receipt of full payment

Sections relating to payment obligations, intellectual property, confidentiality, warranties, limitations of liability, and indemnification survive termination.

In the event of any dispute arising from these Terms or our services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiations fail, the dispute may be submitted to mediation before pursuing litigation or arbitration.

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Layer Nine operates, without regard to conflict of law principles.

Entire Agreement

These Terms, together with any project agreements and privacy policy, constitute the entire agreement between you and Layer Nine regarding our services.

Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website. Your continued use of our services after changes constitutes acceptance of the modified Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

If you have any questions about these Terms of Service, please visit our contact page.