Terms of Service

Effective Date: April 19, 2026

These Terms of Service ("Terms") govern your access to and use of the services, website, and communications provided by AgentLayer LLC ("AgentLayer," "we," "us," or "our"), a Delaware limited liability company. By accessing our website at agent-layer.ai or engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use our services.

1. Services

AgentLayer provides artificial intelligence consulting, strategy, implementation, training, and advisory services ("Services") to businesses and individuals. The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or service agreement between AgentLayer and the Client.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice to active Clients.

2. Client Responsibilities

By engaging our Services, you agree to:

• Provide accurate, complete, and timely information necessary for the performance of Services.
• Designate a point of contact authorized to make decisions on behalf of your organization.
• Ensure that any data, materials, or access credentials provided to AgentLayer are shared in compliance with applicable laws and your own privacy policies.
• Use our Services and any deliverables only for lawful purposes.

3. Acceptable Use

You agree not to:

• Use our Services to develop, deploy, or operate AI systems intended to deceive, defraud, harass, or harm individuals or groups.
• Misrepresent the nature or origin of deliverables produced through our Services.
• Reverse-engineer, redistribute, or resell proprietary methodologies, tools, or frameworks shared during engagements, except as expressly permitted in writing.
• Use our website or communications systems to transmit malware, spam, or any unlawful content.

4. Fees and Payment

Fees for Services will be outlined in the applicable SOW or service agreement. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. AgentLayer reserves the right to suspend Services for accounts more than thirty (30) days past due.

5. Intellectual Property

Client Materials. You retain all rights to data, content, and materials you provide to AgentLayer. You grant us a limited, non-exclusive license to use such materials solely for the purpose of performing the Services.

Deliverables. Unless otherwise agreed in a SOW, all custom deliverables created specifically for a Client engagement are assigned to the Client upon full payment. AgentLayer retains ownership of pre-existing tools, frameworks, methodologies, and general knowledge, including any improvements thereto ("AgentLayer IP"). We grant you a non-exclusive, perpetual license to use any AgentLayer IP incorporated into your deliverables for your internal business purposes.

Feedback. Any suggestions, ideas, or feedback you provide regarding our Services may be used by AgentLayer without restriction or obligation to you.

6. Confidentiality

Each party agrees to hold in confidence any proprietary or confidential information disclosed by the other party during the engagement ("Confidential Information"). Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. Confidentiality obligations survive termination for a period of three (3) years.

7. SMS and Text Message Communications

AgentLayer may offer communications via SMS or text message for service updates, appointment reminders, project notifications, and other business communications. By providing your mobile phone number and opting in to receive text messages, you agree to the following:

• You consent to receive SMS/text messages from AgentLayer at the phone number you provide. Message frequency varies.
• Message and data rates may apply, depending on your mobile carrier and plan.
• You may opt out of text messages at any time by replying STOP to any message. Upon opting out, you will receive a single confirmation message and no further texts.
• For help, reply HELP to any message or contact us at [email protected].
• We will not share your phone number or SMS opt-in data with third parties for their marketing purposes. SMS consent is not a condition of purchasing any goods or services.
• Supported carriers include, but are not limited to, major US carriers. AgentLayer is not responsible for delayed or undelivered messages due to carrier issues.

8. Disclaimer of Warranties

Our Services are provided "as is" and "as available." AgentLayer makes no warranties, express or implied, regarding the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that AI systems or solutions will achieve specific business outcomes, as results depend on numerous factors beyond our control, including data quality, organizational adoption, and market conditions.

9. Limitation of Liability

To the maximum extent permitted by law, AgentLayer's total cumulative liability arising out of or related to these Terms or any SOW shall not exceed the total fees paid by the Client to AgentLayer during the twelve (12) months preceding the event giving rise to the claim. In no event shall AgentLayer be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.

10. Indemnification

You agree to indemnify, defend, and hold harmless AgentLayer, its members, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of applicable law; or (c) any third-party claims related to materials or data you provide to AgentLayer.

11. Term and Termination

These Terms are effective upon your first use of our Services and remain in effect until terminated. Either party may terminate an engagement with thirty (30) days' written notice, unless otherwise specified in a SOW. AgentLayer may terminate immediately if you breach these Terms. Upon termination, you shall pay for all Services rendered through the termination date. Sections 5, 6, 8, 9, 10, and 13 survive termination.

12. Modifications

AgentLayer reserves the right to update these Terms at any time. We will post the revised Terms on our website with an updated effective date. Your continued use of our Services after such changes constitutes acceptance of the revised Terms. For material changes, we will make reasonable efforts to notify active Clients directly.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms shall first be submitted to good-faith mediation. If mediation is unsuccessful, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Delaware or remotely, as agreed by the parties. Each party bears its own attorneys' fees unless the arbitrator determines otherwise.

14. General Provisions

• Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
• Waiver. Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment. You may not assign these Terms without our prior written consent. AgentLayer may assign its rights and obligations freely.
• Force Majeure. Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, or government actions.

15. Contact

If you have questions about these Terms, please contact us:

AgentLayer LLC
Email: [email protected]
Website: agent-layer.ai