Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and, if you use the Service on behalf of an organization, that organization (together, “you” or “Customer”) and Layers AI Inc., operating as Amba (“Amba,” “we,” “us,” or “our”).

By accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.

Amba is an agent-native backend platform for mobile and web applications, provided through our websites, developer console, API, command-line tools, and software development kits (collectively, the “Service”). The Service is currently offered as a public alpha. Features may change, and availability and performance may vary, as described in Changes to the service and these terms and Disclaimers.

You must be at least 18 years old and able to form a binding contract to use the Service. To access most features, you must create an account.

• You agree to provide accurate, current, and complete information.
• You are responsible for safeguarding your credentials and API keys and for all activity that occurs under your account.
• You will promptly notify us at security@amba.dev of any unauthorized use or suspected compromise of your account.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service. You agree not to, and not to permit anyone else to:

• use the Service in violation of any applicable law or third-party rights;
• upload or transmit malware, or use the Service to send spam or otherwise abusive communications;
• interfere with, disrupt, or place undue load on the Service, or attempt to gain unauthorized access to it or to other customers’ data;
• circumvent usage limits, rate limits, or access controls, or probe or scan the Service except as expressly permitted;
• reverse engineer, decompile, or disassemble the Service except to the extent that restriction is prohibited by law;
• resell or provide the Service to third parties except as a feature of your own application built on the Service; or
• use the Service to build a competing product by copying it.

As between you and Amba, you retain all ownership of the data you and your end users submit to the Service (“Customer Data”). You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and maintain the Service and as otherwise instructed by you.

Our processing of personal data within Customer Data is governed by our Privacy Policy and, where applicable, a Data Processing Addendum available on request at legal@amba.dev. You are responsible for your application and end users, including providing required privacy notices, establishing a lawful basis for processing, and complying with applicable laws and app-store requirements (including, where relevant, children’s-privacy laws such as COPPA).

The Service may interoperate with third-party products and services, including payment processing and AI providers you connect using your own keys. Your use of those services is governed by their own terms, and we are not responsible for them. Enabling a third-party integration may involve sharing data with that provider at your direction.

Some plans and usage are free; others are paid, including usage-based charges. By selecting a paid plan or incurring usage charges, you agree to the applicable fees.

• Payments are processed by our third-party payment processor; you authorize us to charge your designated payment method for all amounts due.
• Fees are exclusive of taxes, which you are responsible for. Spend ceilings and usage limits, where offered, are tools to help you manage cost and are not a guarantee against charges already incurred.
• Unless required by law or expressly stated otherwise, fees are non-refundable. We may suspend or limit the Service for non-payment after reasonable notice.
• We may change pricing, and the availability or terms of any free tier, on a prospective basis with notice.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Amba software development kits and command-line tools solely to build and operate applications that interface with the Service, in accordance with these Terms and any accompanying documentation. Open-source components distributed with our software are licensed to you under their respective open-source licenses, which control in the event of a conflict.

We and our licensors own all right, title, and interest in and to the Service, including its software, documentation, and the Amba name and logos. Except for the limited rights expressly granted to you, no rights are transferred. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

Each party may receive non-public information of the other in connection with the Service. The receiving party will use the disclosing party’s confidential information only to exercise its rights and perform its obligations under these Terms, and will protect it with at least reasonable care. This section does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed.

These Terms apply for as long as you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other customers.

On termination, your right to use the Service ends. For a period of 30 days after termination, you may request export of your Customer Data, after which we may delete it in accordance with our Privacy Policy. Provisions that by their nature should survive termination — including ownership, fees accrued, disclaimers, limitation of liability, indemnification, and governing law — will survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE IS CURRENTLY OFFERED AS A PUBLIC ALPHA AND MAY CONTAIN ERRORS OR BE INTERRUPTED. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

You will defend, indemnify, and hold harmless Amba and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to your Customer Data, your applications, your end users, or your use of the Service in violation of these Terms or applicable law.

We are actively developing the Service and may add, change, or remove features at any time. We may also update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, provide additional notice. Changes take effect when posted unless stated otherwise, and your continued use of the Service after they take effect constitutes acceptance.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally by contacting legal@amba.dev. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.

• Entire agreement. These Terms, the Privacy Policy, and any order or DPA you enter into with us are the entire agreement between you and Amba regarding the Service.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Severability and waiver. If any provision is found unenforceable, the rest remain in effect, and our failure to enforce a provision is not a waiver.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Relationship. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.
• Export and government use. You will comply with applicable export-control and sanctions laws. The Service is “commercial computer software” for U.S. government users.
• Notices. We may provide notices to you by email or through the Service; you may send notices to legal@amba.dev.

Questions about these Terms can be sent to legal@amba.dev or support@amba.dev. The contracting entity is:

Layers AI Inc. (operating as Amba)
26500 Agoura Road, Suite 102-810
Calabasas, CA 91302, USA
424-242-4227
support@amba.dev