These terms may change over time. As a customer, it is your responsibility to know these terms and abide by them.

Last revision 2/12/22

This agreement (“Agreement”) between LayerBay, LLC (“Layerbay.io, Layerbay.com”) and Customer governs the provision of Layerbay.io hosting service and related services (the “Services”). Layerbay.io may be referred to as “Layerbay.com,” “we,” “us,” or other first-person pronouns. This Agreement is effective the instant Customer (a) signs up for Services through the Layerbay.com website, (b) establishes an account with Layerbay.com or uses the Services or any part thereof (“Effective Date”) or (c) makes any purchase or agreement through Layerbay.com or via an official Layerbay.com email. Layerbay.com may revise this Agreement from time to time by posting a new version on the Layerbay.com website. Such revised terms will become effective thirty (30) days after the posted or revised date. Continued use of the Services after such date constitutes acceptance of the revisions to this Agreement. This Terms of Service is applicable to web hosting accounts and all other services. Layerbay.com is in the business of providing leased server space, web pages, message boards, and other associated internet-based services. These services may be referred to in this agreement as “our services,” “the services,” or similar by syntax.

To access Layerbay.com or some of the services it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of our services that all information you provide will be correct, current, and complete. If we believe that the information you provide is not correct, current, or complete, we have the right to refuse you access to our services and to terminate or suspend your access at any time with no refund due.

You represent and warrant you are at least 13 years of age and that you have the legal capacity to enter into this Agreement. If you are not at least 13 years of age, you agree to terminate use of our services immediately and may not use or access our services. Teenagers, ages 13 to 17 must have the permission of a parent or legal guardian to access or use Layerbay.com services. You agree not to bypass any security and/or access features that we have installed. Additionally, we do not assume any responsibility or liability for any misrepresentations regarding a user’s age. If you are under the age of 13 you are required to have your legal parent order the service for you.

You agree to prevent any unauthorized hacking of our services or unauthorized use thereof. Any unauthorized use of our services or any of the Materials contained therein terminates this limited license effective immediately. You represent and warrant that you will not allow anyone under 13 to access our services without the permission of a parent or legal guardian. We reserve the right to terminate this license at any time if you breach or violate any provision of this Agreement, in which case you will be obligated to immediately destroy any information or materials you have downloaded, printed or otherwise copied from our servers. Violators of this limited license may be prosecuted to the fullest extent under the applicable law.

1. You may not circumvent any encryption or other security tools used anywhere on our servers (including the theft of user names and passwords or using another person’s user name and password in order to gain access to a restricted area of our services);
2. You may not exploit software errors in order to manipulate the system and performing actions including but not limited to obtaining unapproved price discounts, obtaining unpaid services, and obtaining unearned affiliate credit.
3. You may not use any data mining, bots, or similar data gathering and extraction tools on our servers, or any of our services.
4. You may not decompile, reverse engineer, modify or disassemble any of the software aspect of the Materials except and only to the extent permitted by applicable law;
5. You may not sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or any of your rights to access and use our services.

Except where expressly permitted by law and by our affirmative consent, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from our servers’ Materials. User hereby agrees not to use any automatic device or manual process to monitor or reproduce our works, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage Layerbay.com or any communications on it.

You agree to cooperate with us in causing any unauthorized use to cease immediately. At any time, if we provide a service enabling users to share information or communicate with other users, you hereby agree not to publish, disseminate or submit any defamatory, offensive, or illegal material while using our services. You are solely responsible for submitting any material that violates any United States or International laws even if a claim arises after your service is terminated, and, by doing so, your actions shall constitute a material breach of this Agreement and we shall terminate all your rights under this Agreement.

Customer asserts that it has read Layerbay.com Acceptable Use Policy (“AUP”) posted at https://Layerbay.io/acceptable-use-policy . Customer will adhere to the AUP and will not allow the Services or Layerbay.com equipment to be used for activities prohibited by such policies.

     1. The Services

This Agreement and the Services provide Customer with a license to occupy space (CPU, RAM/Memory, and Hard-Drive space) as Layerbay.com designates (the “Space”), and to interface with web hosting accounts among other services as Layerbay.com designates. This Agreement conveys only a license to occupy the Space and only during the term set forth in Customer’s signup. Customer has no other rights to the Space other than set forth in the Customer’s signup. 

     2. Charges

(a) All recurring charges shall be due by the end of the Customer’s subscription which is monthly, set forth from the Customer’s sign up date, or for the predetermined period, whichever may apply. Invoices or notices of invoices for recurring charges are issued as a courtesy.

(b) Paypal payments for recurring charges will be processed on the billing date for Customer, Customer is responsible for maintaining accurate payment information with Paypal. If the Customer wishes to cancel services with Layerbay.com, Customer is responsible for canceling any automatic payments made by Paypal prior to canceling services with Layerbay.com. Layerbay.com may immediately interrupt Service in the event a charge is denied. If a payment to Layerbay.com is reversed, or a charge back is made by the credit card, Customer is entitled to pay a $50.00 USD fee to Layerbay.com.

(c) Credit card payments for recurring charges will be processed on the billing date for Customer; payments for non-recurring charges will be processed within ten (10) days of issuance of invoice or notice of invoice. Customers paying by credit card are responsible for maintaining a valid credit card on file with Layerbay.com. Layerbay.com may immediately interrupt Service in the event a charge is denied. If a payment to Layerbay.com is reversed, or a charge back is made by the credit card, Customer is entitled to pay a $50.00 USD fee to Layerbay.com.

(d) Payments by check, wire transfer or any other payment method must be received on or before the due date or Layerbay.com may immediately interrupt Service. A returned check will constitute a material breach of this Agreement, and Customer will incur a $50.00 USD returned check fee, in addition to any other remedies available to Layerbay.com.

(e) Services and Charges can be cancelled at any time by logging into Layerbay.com’ support system (https://Layerbay.io/client) and submitting a support ticket requesting cancellation of services.

(d) Services may immediately be terminated or suspended if Customer fails to pay his or her invoice on the due date specified on the given invoice.

(e) If a payment made to Layerbay.com is canceled, void, refunded or anything of the like, it may take up to 1 month (or 30 business days) for the payment to be officially canceled (or refunded). This means the funds may be unavailable to the Customer for up to 30 business days while the payment is being reversed, canceled, or refunded.

(f) For web development and/or design packages under $1000, full payment is due before services are rendered. For packages over $1000, one-half of the payment is due upfront and the other half is due once the project has been completed. 3 late payment notices will be supplied via email or phone (if applicable). Failure to pay will result in an interruption of services. We reserve the right to deactivate your website, which we may then subject to a $100.00 re-activation fee.

Interruption of Services may include denial of access, and a shutdown of active Services.

     3. Acceptable Use

(a) Customer asserts that it has read Layerbay.com’ Acceptable Use Policy (“AUP”) posted at http://Layerbay.io/acceptable-use-policy. Customer will adhere to the AUP and will not allow the Services or Layerbay.com equipment to be used for activities prohibited by such policies. Layerbay.com may revise the AUP from time to time by posting a new version thereof on the Layerbay.com website, and Customer is responsible for awareness of such revisions.

(b) Customer is responsible for preventing AUP violations and other violations of the terms of this Section 3 and this Agreement by hackers and other third parties. Third party violations of the provisions of this Section 3 will be considered violations by Customer. Layerbay.com is not responsible for protecting Customer from hackers or from other third parties.

(c) Layerbay.com may monitor the Service and disclose information regarding use of the Services for any reason, including to satisfy laws, regulations, or governmental, legal, or law-enforcement requests, to operate the Service properly; or to protect itself and its customers. Layerbay.com may grant law enforcement agencies access to its equipment or Customer’s Services to monitor Customer’s use of the Service.

(d) Not withstanding any provision to the contrary elsewhere in this Agreement, Layerbay.com may immediately and without notice terminate this Agreement, or suspend Service, in whole or in part, in the event of a violation or suspected violation of Layerbay.com’ AUP. 4. Ownership of Data, Software, Hardware, and IP Addresses

All software, hardware, services and Internet protocol (“IP”) addresses provided by Layerbay.com are licensed to Customer and remain Layerbay.com’s sole and exclusive property.

     4. Maintenance, Security, & Service Interruption

(a) Layerbay.com may interrupt Service to perform maintenance on Layerbay.com equipment. Layerbay.com will exercise reasonable efforts (i) to inform Customer before interrupting Service and (ii) to restore the system promptly.

(b) Customer is responsible for maintaining security, for maintaining patches and disaster recovery systems, and for maintaining backups. Layerbay.com will not be liable for loss of data or for breaches in system integrity, even if Customer’s Service includes firewalls, backups, denial of service protections, or other mechanisms to protect data and system integrity. In the event that Layerbay.com suspects that security of any equipment has been breached, it may disable such equipment and the Service.

(c) In the event that Customer’s use of Service causes a denial of service or in any other way injures the functioning of services Layerbay.com provides to other customers, Layerbay.com may interrupt Service or permanently disable it, even if such denial of service or injury occurred through no fault of Customer’s.

(d) Layerbay.com will not be liable for service interruptions, including without limitation interruptions executed in order to investigate suspected AUP violations, whether or not such violations occurred.

     5. Use of and Access to Space, Facility, and Equipment.

(a) Customer will place in the Space only such software and data as is approved by Layerbay.com.

(b) Layerbay.com will have no obligation to grant admittance to the facility to anyone not so designated. Layerbay.com may refuse access to the Facility to any Representative who violates Facility rules or, in Layerbay.com’s opinion, behaves inappropriately or who creates a hazard of any kind.

(c) Customer warrants that it and Representatives will operate Customer’s services and conduct any other operations in the Space in a safe and workmanlike manner, in accordance with industry standards for such activities.

(d) Customer will notify Layerbay.com immediately of any emergency or other situation threatening injury to persons or property, including data. Customer recognizes that, in the event of an emergency, Layerbay.com’ work will take precedence over any Customer operations. Without limiting the generality of the foregoing, in the event of emergency, Layerbay.com may remove or rearrange Customer Services. Customer will cooperate fully with Layerbay.com during any emergency and will promptly assist Layerbay.com as requested.

(e) Customer accepts the Space and the Services “as is.” Customer recognizes Layerbay.com’s right to operate and maintain the Services in such manner as it sees fit. Customer will honor all Layerbay.com rules and regulations for use of the Services and Space.

     6. Disclaimers and Warranties

(a) Layerbay.com will not be liable for any consequential, incidental, exemplary, punitive, or multiple damages, even if Layerbay.com was advised in advance of the possibility of such damages. Layerbay.com’ maximum liability arising out of or related to this agreement will not exceed the total amount of fees billed to customer during customer’s term with Layerbay.com services.

(b) Layerbay.com will have no liability whatsoever for any claims, losses, actions, damages, suits, or proceedings resulting from: (i) other Layerbay.com customers or third parties accessing customer’s data or assigned computers; (ii) security breaches; (iii) eavesdropping; (iv) denial of service attacks; (v) interception of traffic sent or received using the equipment or Service; (vi) customer’s reliance on or use of the equipment or Service; (vii) mistakes, omissions, interruptions, deletions of files, errors, defects, delays in operation, or other failures of performance of the equipment or Service; (viii) the accuracy, completeness, and usefulness of the Service; (ix) loss of data or loss of access to data; or (x) loss of equipment or injury to equipment.

(c) Layerbay.com shall not insure or be responsible for any loss or damage to property of any kind owned or leased by Customer except to the extent such liability results from Layerbay.com gross negligence or willful misconduct. Any policy of insurance covering the property owned or leased by Customer against loss by physical damage shall provide that the underwriters have given their permission to waive their rights of subrogation against Layerbay.com, its affiliates and their directors, officers, partners, and employees, as well as their subsidiaries, and their respective directors, officers, partners, and employees.

(d) Layerbay.com’ limitations and exclusions of liability set forth in this section 7 and in this agreement apply equally to Layerbay.com’ officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies.

(e) You expressly agree that use of our services or any of our materials is at your own and sole risk.

(f) Our services are provided “as is” without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

(g) We make no representations or warranties that our services or any materials contained therein will be uninterrupted, timely, secure, or error free; nor does Layerbay.com make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy or completeness of our services or any of the materials contained therein.

(h) You also understand and agree that any material and/or data downloaded or otherwise obtained through the use of our services or any of the materials contained therein is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

(i) You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. Layerbay.com does not assume any responsibility or risk for your use of the internet.

(j) We make no warranty regarding any goods or services purchased or obtained through our services or any transaction entered into through us and are not responsible for any use of confidential or private information by sellers or third parties.

(k) The warranties and representations set forth in this agreement are the only warranties and representations with respect to this agreement, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law, including warranties of merchantability and fitness for a particular purpose. None of these warranties and representations will extend to any third person. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

(l) The provision of any services which is in violation of any laws is strictly prohibited. If we determine that you or any user has provided or intends to purchase or provide any services in violation of any law, your ability to use our services will be terminated immediately. We do hereby disclaim any liability for damages that may arise from any user providing any services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold us harmless from any liability that may arise should you violate any law.

(m) You do also hereby agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any claims including, without limitation, any criminal action brought by any party not affiliated with us.

(n) Service or network uptime is not 100% guaranteed. Credits or refunds will be given out at Layerbay.com’s discretion if services become unavailable to the Customer.

     7. Indemnity & Third Party Claims

(a) Customer will defend and indemnify Layerbay.com, its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies from any third party claim arising out of or related to: (i) alleged Customer conduct that would breach this Agreement, including without limitation alleged infringement of third party intellectual property or privacy rights; (ii) Customer’s use, misuse, or failure to use the Service; and (iii) any action taken by Layerbay.com as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, and costs, including without limitation attorneys’ fees.

(b) Upon Layerbay.com’ request, Customer will immediately notify any third party that Layerbay.com is not responsible for (i) any content or materials posted on any Customer website or otherwise disseminated through Customer’s use of the Service or (ii) any use or abuse of the Service whatsoever by Customer or any third party.

     8. Term and Termination

(a) This Agreement will continue from the Effective Date through that period affirmed at signup subject to the following terms and conditions:

1. All services are provided on a one (1) month, three (3) month, six (6) month, or twelve (12) month term – which is specified when the Customer signs up for such services on Layerbay.com’ website.
2. Payment period definitions (as shown on Layerbay.com’ order form)
3. Monthly – Payment is due once a month
4. Quarterly – Payment is due once every 3 months
5. Semi-Annually – Payment is due once every 6 months
6. Annually – Payment is due once every 12 months
7. Services that are prepaid for a predetermined period renew for successive periods equal to the predetermined period (upon Layerbay.com’ receipt of advanced payment) and may be terminated by Customer upon written notice.

(b) Customer’s notice of termination must be submitted via Layerbay.com’ support system.

(c) Services and Charges can be canceled at any time by logging into Layerbay.com’ support system (https://layerbay.io/client/clientarea.php) and submitting a support ticket requesting cancellation of services.

(d) Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access and use of Layerbay.com and refuse to provide our services to you at any time, with or without advance notice, if:

• We believe that you have breached any material term of these Terms and Conditions or the documents it incorporates by reference;

• You fail to pay any amount due by the payment due date;

• We are unable to verify or authenticate any information you provide to us;

• We believe that your actions may cause legal liability for you, our users or us; or

• We decide to cease operations or to otherwise discontinue any of the services or parts thereof.

(e) Further, you agree that neither Layerbay.com nor any third party acting on our behalf shall be liable to you for any termination of your membership or access to our services. You agree that if your account is terminated, you will not attempt to re-register as a member without prior written consent from us.

     9. Refunds

Layerbay.com does not offer refunds. All payments made to Layerbay.com are non-refundable.

     10. Service Usage and Restrictions

(a) Web Hosting: Web Hosting accounts are rented space and bandwidth on Layerbay.com’ hosts’ equipment which allow the Customer to host files on the world-wide web such as websites, blogs, downloadable files, and more. Customer pays for a maximum space (megabytes) (known as “Hard-Drive Space” on the Layerbay.com order form) and maximum transfer (megabytes) (known as “Monthly Transfer” on the Layerbay.com order form), these maximum numbers may not be altered or changed by Customer unless the Customer is given written permission from Layerbay.com. If the maximum space (megabytes) or maximum bandwidth transfer (megabytes) is reached, the Customer’s service will be suspended until the Customer upgrades his or her account, or the term ends and a new term is begun. “Hard-Drive Space” is the amount of space the customer is given to store files, this amount of space may not be exceeded. “Monthly Transfer” is the amount of data/bandwidth the Customer is permitted to use in one (1) month, this amount may not be exceeded. Customer is not permitted to host illegal files such as warez, computer viruses, or any other illegal files outlined in the laws of the United States of America, or the states of Michigan and Illinois – more information on this can be found in the Layerbay.com’ Acceptable Use Policy (AUP). Pornographic content and images is not permitted on Layerbay.com’ web hosting accounts. All usage of the web hosting account must abide by this Terms of Service (TOS) and the Layerbay.com’ Acceptable Use Policy (AUP). Customer acknowledges that they are not purchasing a website from Layerbay.com’, the Customer is only purchasing space (CPU, RAM/Memory, and Hard-Drive Space) and bandwidth transfer in which a website can be run on Layerbay.com’ host’s equipment. The actual website must be provided by the Customer, and purchased or obtained lawfully while abiding by local, state, and national copyright laws. Customer is not given access to Layerbay.com’ host’s equipment, Customer is only given access to the space of the Customer’s service. Layerbay.com makes no guarantee of the performance of its services provided to Customer, any issue with performance of the service may be subject to service credit or refund at Layerbay.com’s discretion.

Failure to follow the above listed rules is deemed a breach of this agreement and is subject to review by Layerbay.com, and may result in immediate account cancellation.

     11. Order Form Definitions

These definitions clarify and define the different terms used on our order form.

(a) Web Hosting

“Web Hosting” – Web Hosting allows you to store files on a remote webserver and publish them on the world wide web. The different options under Web Hosting are different packages that Layerbay.com offers for web hosting, the package details can be viewed at http://www.Layerbay.com/pricing/. Each package has a limit for hard-drive storage space, monthly bandwidth transfer, and domains. More information on Web Hosting can be found in Section 12b and 13c of this document.

“Username” – Username refers to the username which will be used to access the Layerbay.com control panel and FTP account.

“Password” – Password refers to the password which will be used to access the Layerbay.com control panel and FTP account.

“I am at least 13 years of age” – I am at least 13 years of age is an agreement that the visitor placing the order is at least 13 years of age, which means the visitor placing the order must be 13 or older. This is due to COPPA restrictions. Anyone under the age of 13 can contact us for information on placing an order.

(b) Service: Web Hosting (The following terms are used on all Web Hosting order forms, which will say “Service: Web Hosting” on the order form)

“Hard-Drive Space” – Hard-Drive Space refers to the amount of space you are given to store files.

“Monthly Transfer” – Monthly Transfer refers to the amount of bandwidth (or data) transfer you are permitted to use in one month.

“Domains” – Domains refers to the number of domain names you are allowed to have on your web hosting account.

“Billing Cycle” – Billing Cycle refers to the subscription term. Monthly is 1 month, Quarterly is 3 months, Semi-Annually is 6 months, Annually is 12 months.

“Username” – Username refers to the username which will be used to access the Layerbay.com control panel and FTP account.

“Password” – Password refers to the password which will be used to access the Layerbay.com control panel and FTP account.

“Domain Name” – Domain Name refers to the domain name (such as a .com, .net, or .org domain) you wish you have associated with your web hosting account.

“I am at least 13 years of age” – I am at least 13 years of age is an agreement that the visitor placing the order is at least 13 years of age, which means the visitor placing the order must be 13 or older. This is due to COPPA restrictions. Anyone under the age of 13 can contact us for information on placing an order.

     12. Age of restriction and Membership

(a) Age of Restriction. You represent and warrant you are at least 13 years of age and that you have the legal capacity to enter into this Agreement. If you are not at least 13 years of age, you terminate our use of our services immediately and may not use or access our services. Teenagers, ages 13 to 17 must have the permission of a parent or legal guardian to access or use Layerbay.com services. You agree not to bypass any security and/or access features that we have installed. Additionally, we do not assume any responsibility or liability for any misrepresentations regarding a user’s age. If you have reason to believe Layerbay.com has collected personal information from an individual who is not at least 13 years of age please contact us by emailing us and the records/information will immediately be destroyed.

(b) Membership. Membership and passwords may not be assigned, transferred, or sold to a third party. Layerbay.com and its affiliates disclaim any and all liability arising from fraudulent entry and use of our services. If a user fraudulently obtains access, we may terminate membership immediately and take all necessary and appropriate actions under applicable federal, state, and international laws.

     13. Referrals and Affiliate System

(a) See terms in your personalized contract with us.

     14. General Provisions

(a) Customer shall not, and has no power, authority or right, to create, and shall not permit, any lien or encumbrance, including, without limitation, tax liens and mechanics’ liens, on the Equipment, Space or Facility. In no event shall Layerbay.com subordinate or be required to subordinate its interest in the Facility to any person.

(b) This Agreement constitutes the entire Agreement between Layerbay.com and Customer pertaining to the subject matter and geographic locations set forth in this Agreement, and supersedes any prior Agreements, whether written or oral.

(c) Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement, due to any cause beyond is reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

(d) Layerbay.com and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Layerbay.com and Customer. Neither Layerbay.com nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in this Agreement.

(e) Layerbay.com and Customer warrant that their respective undertakings will be performed in a professional and workmanlike manner in accordance with this Agreement. Layerbay.com MAKES NO OTHER WARRANTY UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(f) This Agreement shall be governed by and construed under the substantive laws of the States of Michigan, Illinois, New York, Texas, and California. In the event of litigation hereunder, the prevailing party shall be entitled to an award of reasonable attorney’s fees and court costs at all trial and appellate court levels.

(g) All written communications to Customer will be deemed delivered if sent to the contact information provided to Layerbay.com at the time of signup, unless Customer provides some alternate contact information in writing.

     15. Amendments

(a)You agree to keep client information the same including First Name, Last Name and Email across all Layerbay.com control panels (billing, web, etc).

(b)Hardware Sales: All sales are final. If payment is not received upon due date, hardware will be reclaimed. NO EXCEPTIONS.

VIOLATING THIS AGREEMENT MAY RESULT IN IMMEDIATE ACCOUNT CANCELLATION