1. Agreement and parties
These Customer Terms form an agreement between Layer7 Systems Inc., a Delaware corporation (Delaware file number 10524759) with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, USA ("Layer7", "we"), and the customer identified in the order ("you"). The person accepting on behalf of a business confirms that they may bind that business.
The agreement consists of these Terms, your accepted order, the applicable Service Schedule, any signed data processing agreement, and any expressly included service-level agreement. An individually negotiated agreement prevails over a standard order; the order prevails over its Service Schedule; the Service Schedule prevails over these Terms for the service it describes. A data processing agreement governs conflicts concerning processing of personal data.
Acceptance must be recorded before the first paid deployment. We will provide the accepted version and order details in a form you can retain. Your use of a trial does not authorize charges beyond the trial conditions presented to you.
2. Services and orders
We provide the compute, storage, networking and related services identified in your order. A catalogue listing, calculator, roadmap or demonstration is not a commitment to supply a service. Availability and the final price are confirmed when an order is accepted. A GPU virtual machine does not include a managed inference API unless the order expressly includes one.
Each order must identify the operating provider, region, configuration, billing units, applicable rates, minimum commitment if any, lifecycle limitations, and retention policy. Layer7-operated resources and partner resources are distinct products. A reservation or committed-capacity agreement applies only to the resources expressly covered by it.
We may use infrastructure and payment subcontractors to deliver the ordered service. Your agreement for the Layer7 service remains with Layer7. Applicable supplier restrictions will be identified in the Service Schedule before ordering; an undisclosed supplier policy does not automatically replace this agreement.
3. Accounts and authorized users
You control your organization's authorized users, access roles, credentials and API keys. Keep contact and billing information current, use the available security controls, and notify us promptly of suspected compromise. You are responsible for activity you authorize and for reasonable protection of your credentials. We remain responsible for our own access controls and obligations under this agreement.
Account access is organization-specific. An account must not be used to obtain access to another customer's resources. Providing services to your own customers does not grant them administrative access to Layer7 or its suppliers. Reselling or redistributing the service requires a separate written agreement with Layer7 before that activity begins. A reseller or distributor is solely responsible for its own agreements with its customers, including their terms, pricing, invoicing, tax and support, and those agreements do not bind Layer7.
4. Customer workloads and acceptable use
You retain your rights in the data, models, code and other material you provide. You give us the limited permission needed to host, process, transmit and protect that material in delivering the service. We do not obtain ownership of your models or data through hosting them.
You must hold the rights needed for your workloads, including model, dataset and software licences. Do not use the service for unlawful activity, unauthorized access, malware distribution, denial-of-service attacks, fraud, exploitation, prohibited content, or conduct that materially harms other customers or infrastructure. Do not mine or validate cryptocurrency or other proof-of-work or proof-of-space assets, and do not use the service for cryptocurrency-mining pools or related hashing workloads. Do not send unsolicited bulk email, operate open proxies or relays, or publish content that infringes others' rights. Do not evade quotas, metering or access restrictions. Applicable export controls and sanctions must be observed.
You are responsible for guest operating systems, applications, credentials inside your workloads, encryption choices and independent backups unless a managed service expressly transfers a particular responsibility to us. We are responsible for the platform functions included in the order. We may investigate credible abuse reports using access proportionate to the incident and our privacy commitments.
5. Location, privacy and data protection
The order identifies the resource's region and operating provider. Attached block storage must be provisioned in a compatible region and provider; it cannot be treated as an interchangeable disk across suppliers. External object storage, if ordered, has its own location, access rules and transfer charges.
We will not intentionally relocate an ordered workload to a different provider or region without the authorization required by your order and applicable data protection arrangements. Resource residency does not mean that all support, authentication, payment or operational metadata is stored in the same jurisdiction. Those processing locations and subprocessors are described in our Privacy Notice and, where applicable, a data processing agreement.
Before uploading regulated or sensitive data, confirm that the selected service and written agreements meet your requirements. No compliance certification or sovereign-hosting claim is made unless expressly stated for that service.
6. Pricing and usage
Prices are in US dollars unless the order states otherwise and exclude taxes. Applicable sales, use, value-added or similar taxes are determined by the billing location and tax status of the customer receiving the service and are added to your invoice where required; you are responsible for providing accurate billing and tax information. The order specifies billing units, metering intervals, rounding and any minimum charge. A monthly calculator is an estimate using its displayed assumptions, not a fixed bill or guaranteed capacity.
Charges follow the actual resource state and the accepted Service Schedule. A resource may incur charges while reserved, stopped, detached, hibernated or retained. Merely disconnecting, logging out, removing an application, or ceasing to use a VM does not release the underlying resources.
Persistent disks, snapshots, retained addresses, data transfer and other add-ons can be charged separately from compute. A request to stop or delete is not proof of completion; we will expose its status and resolve ambiguous or failed requests. You are not responsible for duplicate or demonstrably incorrect charges caused by our metering or payment processing.
For on-demand services, changed rates apply prospectively after at least thirty (30) days' notice through the console or by email. Committed orders retain their agreed pricing for their term unless that order provides otherwise. We will identify a revised price before a new order or expansion is accepted.
7. Prepaid wallet and payments
Unless we approve another arrangement in writing, services are prepaid. The wallet is an account for applying purchased or granted service credits to Layer7 charges; it is not a bank account, does not earn interest, and is not transferable between unrelated organizations.
We distinguish settled purchased funds, promotional grants, pending payments, usage already charged, and estimated charges not yet posted. An amount labelled "available to spend" may include adjustments for unbilled consumption and authorized reservations, without counting the same usage twice. Estimates can change when metering is reconciled. We will explain material adjustments and provide a way to dispute them.
A top-up increases spendable funds only after verified payment settlement. A redirect, pending payment, failed card attempt or invoice creation alone is not settlement. Payment details are handled through the disclosed payment provider. We may require payment authentication and reasonable fraud checks.
Automatic top-up is optional. It requires your express authorization of the payment method, trigger, refill amount and any spending cap. You may disable future automatic top-ups through the account. Disabling them does not cancel transactions already validly initiated or charges already incurred. We will not silently exceed an agreed top-up cap.
Purchased funds do not expire. Promotional credits are granted at our discretion, are limited to the amount, services, and validity period stated when granted, are applied only to Layer7 charges, cannot be transferred, sold or exchanged for cash, and may be withdrawn if obtained through error, fraud or abuse. Unless stated otherwise when granted, promotional credits expire twelve (12) months after they are issued. On closure, we will reconcile purchased funds against valid charges, contractual commitments and refunds already issued. On request at account closure, we refund settled purchased funds that remain unused after all valid charges and commitments, to the original payment method where possible, less any non-recoverable payment-processing fees; this remains subject to mandatory law; promotional grants have no cash redemption value. A provider's refund policy does not itself decide whether Layer7 owes you a refund.
8. Low balance and payment failure
Maintain sufficient funds for running resources and retained services. As funds run low we show remaining funds, an estimated runway and a top-up route in the console, and notify your account contacts. New launches and expansions require sufficient verified funds. If funds are exhausted, we may stop Layer7-operated instances after any stated grace period while retaining their storage; we never delete your data automatically because of a low balance. Estimates and notices do not guarantee uninterrupted service while funds are insufficient.
When verified funds are insufficient, we may reject new launches, restarts, expansions and other requests that increase charges. We may restrict or suspend existing services under their Service Schedule. Billing access, support contact and available recovery functions should remain accessible unless a security or legal restriction prevents this.
Suspension does not necessarily release hardware, stop charges or preserve every type of data. The relevant Service Schedule controls. We will not describe a cost-reduction action as safe for your data unless the resource supports it and its consequences have been disclosed.
If the balance cannot be verified because billing or metering is unavailable, we will treat the account as requiring reconciliation rather than assume it has no money. We may restrict new spending while investigating. Destructive actions must not be triggered solely by a missing webhook, stale cache or temporary payment-provider outage.
After payment settles, recovery depends on reconciliation of amounts due, removal of the payment-related restriction, the resource's retained state and available provider capacity. Funding does not automatically resolve a separate abuse, security or legal suspension. We will tell you what additional action is required.
9. Security, abuse and supplier interruption
We may immediately restrict a service where reasonably necessary to contain a credible security threat, serious abuse, unlawful activity, or a supplier-imposed interruption. We will limit the restriction where practical, notify you as soon as reasonably possible unless prohibited, and explain the recovery process. A payment grace period does not prevent urgent action for these separate reasons.
Where the issue can be remedied, we will provide a reasonable opportunity to do so consistent with the risk and supplier constraints. If the service cannot be restored, we will explain available export, replacement or termination options. We will not represent an upstream interruption affecting multiple customers as an individual customer's payment failure.
10. Ending a service and retaining data
You may request cancellation of on-demand resources using the supported controls. Cancellation of a committed service is governed by its order. We may terminate for an unremedied material breach, persistent non-payment or a circumstance requiring immediate termination under section 9. Either party may end the agreement as otherwise stated in an individually agreed order.
Before cancellation or a lifecycle action that can erase data, export what you need and check the displayed consequences for root disks, ephemeral disks, volumes, snapshots and addresses. Retention, retrieval conditions and charges must be stated for the specific product. A snapshot is not an independent backup unless the order expressly provides a separate protected copy.
No general thirty-day retention promise applies across all products. Some resource types have no recoverable state after deletion or interruption. Where a retention period is offered, its start, deadline, charges and recovery requirements will be specified. Unless a legal obligation requires otherwise, retained data may be deleted after that deadline. We retain and dispose of customer data, billing records and account records in accordance with applicable law, including the laws of the State of Delaware, and as described in our Privacy Notice. We will not claim deleted data is recoverable.
Outstanding lawful charges remain payable when service ends. We will retain billing, security and acceptance records only as required for legitimate purposes and applicable law, separately from customer workload retention.
11. Support, maintenance and service levels
Support is available by email at support@layer7.systems and through the console. Our support hours are Monday to Friday, 9:00–17:00 US Eastern Time, excluding US public holidays; urgent security or service-outage reports are accepted at any time. We will give reasonable notice of planned maintenance where practical. Emergency maintenance may require immediate action.
Uptime commitments and service-credit remedies exist only in an expressly accepted SLA for the relevant product. A supplier SLA is not automatically a Layer7 SLA. Preview, trial, spot and experimental products must be clearly labelled and have their own limitations. Marketing statements and sample dashboards do not establish an SLA.
12. Billing disputes and remedies
Report disputed charges within 60 days of the charge to billing@layer7.systems, identifying the resources, dates and amounts. We will investigate and provide supporting records or a correction. You should continue paying undisputed amounts. Reporting a good-faith dispute will not by itself be treated as abuse.
We will correct duplicate payments and billing errors. Any contractual service-credit process does not exclude rights that cannot lawfully be excluded. No refund restriction in an order overrides mandatory customer protections.
13. Responsibility and liability — proposed commercial position
Each party is responsible for losses caused by its breach, negligence or unlawful conduct, subject to the limits agreed here. Neither party is liable for remote or unforeseeable consequential losses. Nothing excludes liability that cannot lawfully be excluded, fraud or deliberate misconduct.
Each party's aggregate liability arising from this agreement is limited to the charges paid or payable by you for the affected service during the twelve months preceding the event giving rise to the claim. This limit does not apply to your payment obligations, to either party's breach of confidentiality, or to liability that cannot be limited by law.
No broad customer indemnity is included in this draft. If a particular enterprise or resale arrangement needs one, it should identify the covered third-party claims, defence control, cooperation duties and limits in its signed order.
14. Notices, changes and governing law
Service and billing notices may be sent to your nominated account contacts and displayed in the console. Keep those contacts current. Legal notices to Layer7 must be sent in writing to Layer7 Systems Inc., 16192 Coastal Highway, Lewes, Delaware 19958, USA, with a copy by email to legal@layer7.systems. Notices to you are sent to your organization's legal notice contact.
Material changes to these Terms will be notified prospectively, ordinarily at least thirty days before taking effect, with a retained version history. Urgent changes required by law or security may take effect sooner with an explanation. Changes do not retrospectively alter accepted charges. The order specifies how changes affect existing commitments and any right to decline or cancel affected future service.
The agreement is governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules, and disputes are heard exclusively in the state or federal courts located in the State of Delaware, without removing mandatory rights or jurisdiction rules. The parties will first try to resolve disputes through their designated contacts. If a provision is unenforceable, the remainder continues to the extent legally possible. Neither party waives a right merely by delaying its exercise.
Service Schedule P — Partner-operated resources
This schedule applies when the accepted order identifies a partner-operated region. Partner-operated resources run on infrastructure provided by a third-party partner and are resold by Layer7 under this agreement. It does not create a payment account or contract between you and the partner.
Before ordering, the console shows the configuration and whether it supports hibernation, snapshots and persistent external storage. Stopping a partner-operated virtual machine may continue its compute charges. Where hibernation is supported, it releases compute capacity but retained storage continues to be charged, and restoring the machine depends on available matching capacity. Ephemeral data can be lost during these transitions. Retained volumes, snapshots and addresses may be charged separately.
The partner may apply its own controls when funding or capacity is interrupted, which can remove resources that cannot be hibernated and release public addresses. For that reason no general recovery window is promised for partner-operated resources, and you should keep independent copies of data you need. Spot and contracted partner products are offered only under their own order terms.