Terms of Service

1. Acceptance of Terms & Contractual Capacity

These Terms of Service (hereinafter “the Agreement” or “the Terms”) constitute a legally binding and enforceable agreement between NeoLayer Technologies (hereinafter “the Company,” “we,” “our,” or “us”) and any natural person or legal entity (hereinafter “the User,” “you,” or “your”) that accesses, registers for, or otherwise utilises any component of the Company's digital platforms, software-as-a-service products, application programming interfaces, automation pipelines, or any ancillary or derivative services (collectively, “the Services”).

By accessing or utilising the Services in any manner whatsoever — including but not limited to browsing, registration, subscription, or API integration — the User irrevocably represents and warrants that they (i) possess the requisite legal capacity and authority to enter into binding contractual obligations; (ii) are of lawful age in their applicable jurisdiction; and (iii) have read, comprehended, and unequivocally consented to be bound by the entirety of these Terms and any policies incorporated herein by reference. If the User does not accede to these Terms in their entirety, they must forthwith discontinue all use of the Services.

2. Description & Scope of Services

The Company furnishes a proprietary suite of artificial intelligence-powered automation tools, conversational agents, and ancillary business productivity utilities (collectively, the “Services”), which may include without limitation:

• Automated conversational agents deployed across third-party messaging platforms, including but not limited to WhatsApp Business API integrations, email automation systems, and analogous communication channels;
• AI-assisted recruitment, sales enablement, and marketing automation modules;
• Web-based productivity tools, calculators, data transformation utilities, and developer instruments;
• Administrative dashboards, analytics interfaces, and configuration portals;
• Application programming interfaces (APIs) enabling third-party system interoperability.

The Company reserves the unqualified right to modify, suspend, restrict, or permanently discontinue any aspect of the Services at its sole discretion, with or without prior notice, without incurring any liability to the User arising from such modification or discontinuation.

3. Grant of Licence & Permissible Use

Subject to the User's continuous compliance with these Terms and timely satisfaction of all applicable subscription fees, the Company hereby grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and utilise the Services solely for the User's internal business operations during the applicable subscription term.

The following acts are expressly prohibited:

• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying algorithms, or architectural schematics of any component of the Services;
• Reproducing, distributing, publicly displaying, sublicensing, selling, or otherwise commercially exploiting any part of the Services without the Company's prior written authorisation;
• Employing automated scraping, crawling, harvesting, or data extraction technologies against the Services without express written consent;
• Circumventing, disabling, or otherwise interfering with any access control mechanisms, security features, or authentication protocols;
• Using the Services for any purpose that contravenes applicable law, regulation, or the rights of any third party, including but not limited to the transmission of unlawful, defamatory, fraudulent, or malicious content;
• Impersonating any person or entity, or misrepresenting the User's affiliation with any person or entity, in connection with the utilisation of the Services.

4. User Accounts & Security Obligations

Where the Services require account registration, the User assumes sole and absolute responsibility for:

• Providing accurate, current, and complete information during the registration process and maintaining the currency of such information throughout the subscription term;
• Safeguarding the confidentiality of their authentication credentials and preventing unauthorised access to or use of their account;
• All activities conducted under their account, irrespective of whether such activities were authorised by the User;
• Promptly notifying the Company upon becoming aware of any actual or suspected unauthorised access, credential compromise, or security breach relating to their account.

The Company shall bear no liability for any loss or damage arising from the User's failure to comply with the foregoing security obligations.

5. Subscription, Billing & Payment Terms

• Subscription Fees: Access to certain features of the Services is contingent upon payment of the applicable subscription fees as set forth in the relevant pricing schedule, which may be amended by the Company from time to time upon reasonable notice.
• Billing Cycle: Fees are billed in advance on a recurring basis corresponding to the selected subscription interval (monthly or annual). All charges are non-refundable except where expressly required by applicable law or as otherwise stated in the Company's refund policy.
• Payment Obligations: The User authorises the Company to charge the designated payment method for all applicable fees. In the event of payment failure, the Company reserves the right to suspend or terminate access to the Services pending resolution.
• Taxes: All fees are exclusive of applicable value-added tax (VAT), goods and services tax (GST), withholding tax, or analogous fiscal levies, which shall be borne exclusively by the User.

6. Intellectual Property Rights

All intellectual property rights subsisting in the Services — including but not limited to software, source code, algorithms, design elements, trademarks, service marks, trade names, databases, documentation, and proprietary methodologies — are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms shall be construed as conferring upon the User any right, title, or interest in or to such intellectual property beyond the limited licence expressly granted herein.

The User acknowledges that any feedback, suggestions, or improvement recommendations voluntarily submitted to the Company may be utilised by the Company without restriction, compensation, or attribution, and the User hereby assigns all intellectual property rights therein to the Company to the fullest extent permissible by law.

7. Disclaimer of Warranties

The Services are provided on an “as is” and “as available” basis, without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permissible under applicable law, the Company expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties as to the accuracy, completeness, reliability, timeliness, or suitability of any content generated by or through the Services, including outputs produced by artificial intelligence components;
• Warranties that the Services will operate without interruption, error, or degradation, or that any defects will be remedied within a specified timeframe.

8. Limitation of Liability

To the fullest extent permitted by applicable law, the Company, its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable to the User or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages — including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or the cost of substitute services — arising out of or in connection with these Terms or the use of or inability to use the Services, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages.

In no event shall the Company's aggregate cumulative liability to the User exceed the greater of (i) the total fees paid by the User to the Company in the three (3) calendar months immediately preceding the event giving rise to the claim, or (ii) one hundred United States Dollars (USD 100).

9. Indemnification

The User agrees to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or attributable to: (i) the User's use of the Services in violation of these Terms; (ii) the User's breach of any representation, warranty, or obligation contained herein; (iii) any content or data submitted, transmitted, or processed through the Services by the User; or (iv) the User's violation of any applicable law, regulation, or third-party right.

10. Termination & Suspension

• The Company reserves the right to suspend or terminate the User's access to the Services, with or without notice, in the event of a material breach of these Terms, non-payment of applicable fees, or conduct that the Company reasonably determines to be harmful to the Services, other users, or third parties.
• Upon termination, all licences granted hereunder shall immediately cease, and the User shall promptly discontinue all use of the Services and destroy any materials obtained therefrom.
• The User may terminate their account at any time by following the account closure procedures outlined in the platform settings. Termination shall not entitle the User to any refund of prepaid fees except as expressly provided in the applicable subscription terms.

11. Third-Party Services & External Links

The Services may interface with, incorporate, or provide access to third-party platforms, APIs, websites, or applications (collectively, “Third-Party Services”). The Company does not endorse, control, or assume responsibility for the content, privacy practices, availability, or terms governing such Third-Party Services. The User's engagement with any Third-Party Service is exclusively at their own risk and subject to the terms and conditions imposed by the relevant third-party provider. The Company expressly disclaims all liability arising from the User's reliance upon or interaction with any Third-Party Service.

12. Amendments & Supersession

The Company reserves the unilateral right to amend, restate, or replace these Terms at any time. Material amendments shall be communicated to registered Users via electronic notification or prominent display within the Services interface no fewer than fourteen (14) days prior to the effective date of such changes, except where immediate modification is necessitated by applicable law or exigent circumstances. The User's continued use of the Services following the effective date of any amendment shall constitute irrevocable acceptance thereof. Users who do not accept the amended Terms must terminate their account prior to the effective date.

13. Governing Law & Dispute Resolution

These Terms shall be governed by, and construed in strict accordance with, the laws of the United Arab Emirates, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, breach, or termination, shall be subject to the exclusive jurisdiction of the competent courts of the Emirate of Dubai, UAE.

Prior to commencing any formal legal proceedings, the parties agree to endeavour in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) calendar days from the date on which written notice of the dispute is delivered by the aggrieved party.

14. Severability & Waiver

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be severed from the remainder of these Terms, which shall continue in full force and effect. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

15. Contact Information

All formal communications, notices, or enquiries pertaining to these Terms shall be directed to: