Layr8 Terms of Service

Last Updated: Oct 30, 2025

Effective Date: Oct 30, 2025

These Terms of Service (“Terms”) constitute a legal agreement between Protocol Technologies, Inc. (“Protocol Technologies,” “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”) governing your access to and use of Layr8, our decentralized identity and messaging platform (the “Service”).

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1. Service Description

1.1 Layr8 Platform

Layr8 is an enterprise-grade decentralized identity and messaging platform that enables secure, peer-to-peer communication between organizations and software agents. The Service uses W3C Decentralized Identifiers (DIDs), DIDComm protocols, and Verifiable Credentials to provide:

Decentralized identity management and hosting
Secure, encrypted peer-to-peer messaging
Cross-organizational agent communication
Identity-based message routing and authorization
Integration capabilities for business systems and AI agents

1.2 Service Components

The Service includes access to:

Layr8 Nodes: The infrastructure that connects your applications to the Layr8 network
Admin Console: Web-based management interface for configuring and managing your Nodes
API Access: Developer APIs for integrating Layr8 plugins

1.3 Service Levels

We use commercially reasonable efforts to make the Service available with a target uptime of 99.9%, measured monthly, excluding scheduled maintenance. Scheduled maintenance will be announced at least 7 days in advance when possible.

2. Account Registration and Access

2.1 Account Creation

To use the Service, you must:

Create an account by providing accurate and complete information
Be at least 18 years of age or the age of majority in your jurisdiction
Have the authority to bind your organization to these Terms (if applicable)
Maintain the security and confidentiality of your account credentials
Promptly notify us of any unauthorized use of your account

2.2 Account Security

You are responsible for:

All activity that occurs under your account
Maintaining the confidentiality of passwords, API keys, and authentication credentials
Implementing appropriate security controls for your use of the Service
Promptly notifying us at [email protected] of any suspected security breach

2.3 Organization Accounts

For organizational accounts:

The account owner has administrative control and can add/remove users
All users under an organizational account are bound by these Terms
The organization is responsible for all actions taken by its users

3. Subscription Plans and Pricing

3.1 Billing and Payment

Subscription fees are billed monthly in advance
Egress usage fees are billed monthly in arrears based on actual consumption
All fees are in U.S. Dollars unless otherwise specified
Payment is due upon receipt of invoice
We accept payment via credit card, ACH transfer, or wire transfer (for Enterprise plans)

3.2 Price Changes

We reserve the right to modify pricing with 30 days’ prior written notice. Price changes will not affect your current subscription term but will apply upon renewal. If you do not agree to a price increase, you may cancel your subscription before the new pricing takes effect.

3.3 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental assessments (including sales, use, VAT, GST, and similar taxes). You are responsible for paying all such taxes except for taxes based on our net income.

3.4 Late Payment

Accounts with payment more than 30 days overdue may be suspended. We will provide notice before suspension. Suspended accounts cannot access the Service but will not be deleted during a 30-day grace period.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service in a manner consistent with all applicable laws and regulations.

4.2 Prohibited Activities

You may not use the Service to:

Violate any applicable law, regulation, or third-party right
Transmit malware, viruses, or other malicious code
Attempt to gain unauthorized access to the Service or related systems
Interfere with or disrupt the integrity or performance of the Service
Use the Service to send spam, phishing attempts, or unsolicited communications
Impersonate any person or entity or falsely state or misrepresent your affiliation
Reverse engineer, decompile, or disassemble the Service (except as permitted by law)
Use the Service in any manner that could damage, disable, or impair the Service
Remove, obscure, or alter any proprietary notices on the Service
Use the Service to process, store, or transmit data in violation of applicable export control laws
Use the Service in connection with any illegal activities, including but not limited to:
- Money laundering or terrorist financing
- Illegal gambling or gaming operations
- Trade with sanctioned countries or individuals
- Distribution of illegal content
- Activities prohibited under OFAC or other sanctions regulations

4.3 Monitoring and Enforcement

While we do not monitor the content of peer-to-peer messages, we reserve the right to:

Monitor Service usage patterns and metadata for security and performance purposes
Investigate suspected violations of these Terms
Remove or disable access to any content that violates these Terms
Suspend or terminate accounts that violate these Terms
Report illegal activity to law enforcement

4.4 Consequences of Violation

Violation of the Acceptable Use Policy may result in:

Warning and request to cease the violating activity
Temporary suspension of Service access
Permanent termination of your account
Legal action if warranted
Reporting to appropriate authorities

5. Customer Data and Privacy

5.1 Your Data

“Customer Data” means any data, content, or materials that you or your users submit, upload, transmit, or display through the Service, including:

DIDs (Decentralized Identifiers) you create and manage
Configuration data for your Nodes
Verifiable Credentials you issue or receive
Metadata associated with your messaging activity
The contents of your messages

5.2 Data Ownership

You retain all ownership rights to your Customer Data. You grant us only the limited rights necessary to provide the Service, including the right to:

Store and host your DIDs and DID Documents
Route messages between your Nodes and other participants
Process metadata for billing, monitoring, and support purposes
Make backup copies for disaster recovery purposes

5.3 Data Location and Processing

Customer Data is processed and stored in United States data centers
We use third-party infrastructure providers (AWS, DigitalOcean, Neon) that maintain SOC 2 certification
Data may be temporarily cached or transmitted through multiple geographic locations for message routing purposes

5.4 Data Protection

We implement administrative, physical, and technical safeguards designed to protect Customer Data, including:

Encryption at rest and in transit (TLS 1.2+)
Access controls based on least privilege principles
Regular security assessments and penetration testing
SOC 2 Type I compliance
Incident response and breach notification procedures

For more information, see our Privacy Policy at layr8.io/privacy.

5.5 Data Retention and Deletion

Active Accounts:

Customer Data is retained for as long as your account remains active
You may request deletion of specific data at any time through the Admin Console

Account Closure:

When you voluntarily close your account, your data enters an “expired” state
Expired account data is retained for up to 30 days to allow for account recovery
After 30 days, all Customer Data is permanently deleted (except as required by law or for audit purposes)

Suspended Accounts:

Suspended accounts have a 30-day grace period during which the account is inaccessible but can be reopened
After 30 days, the suspended account is closed and data enters the “expired” state
Data is permanently deleted within 30 days thereafter (except as required by law)

Audit Logs:

Audit logs are retained for 7 years for compliance and security purposes
Audit logs may contain metadata about your usage but not the content of encrypted messages

Data Deletion Requests:

You may request immediate deletion of your data by contacting [email protected]
We will complete deletion requests within 30 days
We will notify any third parties with whom data was shared to delete such data

5.6 Compliance

We maintain compliance with applicable data protection regulations, including:

SOC 2 Type I certification
GDPR compliance for EU customer data
Industry-standard security practices

6. Third-Party Integrations

6.1 Your Integrations

You may integrate the Service with your own applications and third-party services:

You are responsible for the security of your integrations
You must comply with third-party terms of service
We are not responsible for third-party service failures or security issues

6.2 Our Service Providers

We use third-party service providers to deliver the Service, including:

Cloud infrastructure providers (including, but not limited to AWS, DigitalOcean)
Database hosting (Neon)
Monitoring and analytics tools
Payment processors

6.3 Changes to Subprocessors

We will provide 30 days’ advance notice before adding new subprocessors that process Customer Data. If you object to a new subprocessor, you may terminate your subscription and receive a pro-rated refund for the remaining term.

7. API Usage and Rate Limits

7.1 Rate Limits

Rate limits are designed to ensure fair use and Service stability:

Exceeding rate limits may result in throttling or temporary blocking
Rate limit details are documented in our documentation

7.2 API Changes

We may modify APIs with reasonable advance notice:

Breaking changes will be announced at least 90 days in advance when commercially reasonable
Backward-compatible changes may be deployed without notice
Deprecated API versions will be supported for at least 12 months after deprecation notice

8. Intellectual Property Rights

8.1 Our IP

The Service, including all software, technology, documentation, and trademarks, is owned by Protocol Technologies or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely in accordance with these Terms.

You may not:

Copy, modify, or create derivative works of the Service
Sell, resell, license, or sublicense the Service
Use our trademarks without prior written permission
Remove or modify any proprietary notices

8.2 Open Source Components

The Service may include open source software components. Such components are governed by their respective open source licenses, which are available upon request.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you grant us an unlimited, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into our products and services without attribution or compensation.

8.4 DID Standards

We support W3C Decentralized Identifier standards and DIF DIDComm specifications. Our use of these open standards does not grant us ownership of DIDs you create or messages you exchange.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that the Service will perform materially in accordance with our published documentation. If the Service fails to meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the issue or, if we cannot, you may terminate your subscription and receive a pro-rated refund.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICE 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, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

WE DO NOT WARRANT THAT:

THE SERVICE WILL MEET YOUR REQUIREMENTS
THE SERVICE WILL BE AVAILABLE AT ALL TIMES
MESSAGES WILL BE DELIVERED TO OFFLINE RECIPIENTS
THIRD-PARTY DIDCOMM IMPLEMENTATIONS WILL BE COMPATIBLE
DECENTRALIZED NETWORKS WILL REMAIN OPERATIONAL

9.3 Decentralized Network Disclaimer

Because the Service operates on decentralized protocols:

We cannot control the entire network or guarantee interoperability with all nodes
Network performance depends on multiple parties beyond our control
We are not responsible for actions of other network participants

9.4 Beta Features

Features designated as “beta,” “preview,” “early access,” or similar are provided AS-IS without warranty and may be discontinued at any time. Scheduled maintenance will not be announced for beta features or products.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) $100.

10.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in this Section 12 do not apply to:

Our obligations under our indemnification provisions
Your payment obligations
Violations of our intellectual property rights
Gross negligence or willful misconduct
Liabilities that cannot be limited by law

10.4 Allocation of Risk

These limitations reflect an allocation of risk between the parties. The Service pricing reflects these risk allocations and limitations of liability.

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Protocol Technologies, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Your use or misuse of the Service
Your violation of these Terms
Your violation of any applicable law or regulation
Your Customer Data or any content you submit
Claims that your use of the Service infringes third-party rights
Actions of your users or anyone using your account

11.2 Our Indemnification

We will indemnify you from third-party claims that the Service infringes such third party’s intellectual property rights, provided that you:

Promptly notify us in writing of the claim
Give us sole control of the defense and settlement
Provide reasonable cooperation in the defense

This indemnity does not apply to claims arising from:

Your modification of the Service
Your combination of the Service with other products
Your use of the Service in violation of these Terms
Your Customer Data

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option:

Obtain the right for you to continue using the Service
Replace or modify the Service to make it non-infringing
Terminate your subscription and refund prepaid fees on a pro-rated basis

12. Term and Termination

12.1 Term

These Terms begin when you first access the Service and continue until terminated as described below.

12.2 Subscription Term

Free tier: Month-to-month with no commitment
Paid subscriptions: Monthly billing with no long-term commitment unless otherwise agreed in writing
Enterprise agreements: Custom terms as specified in your contract

12.3 Termination by You

You may terminate your subscription at any time by:

Canceling through the Admin Portal
Contacting [email protected]
Providing written notice to us

Cancellation takes effect at the end of your current billing period. No refunds are provided for partial months unless otherwise required by law.

12.4 Termination by Us

We may suspend or terminate your account immediately if:

You violate these Terms
Your payment is more than 30 days overdue
Your use of the Service poses a security or legal risk
You engage in fraudulent or illegal activity
We are required to do so by law

We will provide notice when commercially reasonable before termination, except in cases of:

Immediate security threats
Legal requirements
Terms violations that pose risk to the Service or other customers

12.5 Effect of Termination

Upon termination:

Your right to access and use the Service immediately ceases
You remain responsible for all fees incurred through the termination date
We will retain your Customer Data for 30 days to allow for account recovery (except in cases of Terms violations)
After 30 days, all Customer Data will be permanently deleted (except as required by law)
You should export your data before termination

12.6 Survival

The following sections survive termination: Sections 6 (to the extent of data retention obligations), 7.2 (Key Management), 10 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.5 (Effect of Termination), and 16 (General Provisions).

13. Changes to Terms

13.1 Modifications

We may modify these Terms from time to time. We will provide notice of material changes by:

Posting updated Terms on our website
Sending email notification to your account email address
Providing at least 30 days’ notice before changes take effect

13.2 Acceptance

Your continued use of the Service after the effective date of modified Terms constitutes acceptance. If you do not agree to the modified Terms, you must stop using the Service and may terminate your subscription.

13.3 Current Version

The current version of these Terms is always available at layr8.io/terms.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

14.2 Dispute Resolution

Informal Resolution: Before filing a claim, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days.

Arbitration: If informal resolution fails, disputes will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be conducted in the State of Delaware.

Class Action Waiver: You agree to bring claims only in your individual capacity and not as part of any class or representative action.

Exceptions: Either party may seek injunctive relief in court to protect intellectual property rights or to enforce confidentiality obligations.

14.3 Export Compliance

You may not use the Service in violation of U.S. export controls or sanctions regulations. You represent that you are not:

Located in a country subject to U.S. government embargo
Listed on any U.S. government list of prohibited or restricted parties
Using the Service for any purpose prohibited by U.S. law

14.4 Government Users

If you are a U.S. government entity, the Service is a “commercial item” as defined in 48 C.F.R. §2.101 and is provided with only those rights as are granted to non-government users.

14.5 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.6 Force Majeure

We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or internet service provider failures.

14.7 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to:

Protocol Technologies, Inc. 228 Park Ave S, PMB 143497 New York, NY 10003-1502 Email: [email protected]

14.8 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Protocol Technologies regarding the Service.

14.9 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.10 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

14.11 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated.

14.12 Relationship

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Protocol Technologies.

15. Contact Information

For questions about these Terms or the Service, please contact us at:

Protocol Technologies, Inc. 228 Park Ave S, PMB 143497 New York, NY 10003-1502

Email: [email protected] Legal: [email protected] Security: [email protected]

Website: https://protocoltech.io, https://layr8.io