Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and AutoLayer Systems LLC ("AutoLayer," "we," "us," or "our"), governing your access to and use of the autolayersystems.com website (the "Site") and any consulting, implementation, automation, or related services we provide (collectively, the "Services"). By accessing the Site or engaging the Services, you agree to these Terms. If you do not agree, do not use the Site or Services.

1. Who Can Use the Services

The Services are intended for business use by individuals at least 18 years of age with authority to bind the business they represent. By using the Services, you represent that you meet these requirements and that the information you provide is accurate.

2. Services and Engagements

Marketing and educational content on the Site is provided for general informational purposes only. Paid Services — including audits, implementation projects, retainers, and custom development — are governed by a separate statement of work, proposal, or engagement agreement ("SOW") signed by both parties. In the event of a conflict between these Terms and a signed SOW, the SOW controls for that engagement.

We may use subcontractors, service providers, and third-party platforms (including AI model providers) to deliver the Services. We remain responsible for the work performed under our engagements.

3. Free Systems Audit

The complimentary Systems Audit is offered without obligation. AutoLayer reserves the right to qualify prospective audit recipients, decline or reschedule sessions, and withdraw the offer at any time. Information shared during the audit is treated as confidential as described in any executed NDA or in our standard engagement terms.

4. Fees, Invoicing, and Payment

Unless otherwise specified in an SOW:

• Fees, deposits, milestones, and payment schedules are set in the SOW.
• Invoices are due within fifteen (15) days of issuance.
• Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.
• All fees are exclusive of applicable taxes, which are your responsibility.
• Deposits and prepayments are non-refundable except as expressly stated in the SOW.

5. Client Responsibilities

To deliver the Services effectively, you agree to:

• Provide timely, accurate access to systems, accounts, and information needed for the engagement.
• Designate a point of contact empowered to make decisions and approvals.
• Maintain your own backups of data and systems and comply with the licenses and terms of any third-party platforms you use.
• Obtain any consents required to share data with us (including data subject to privacy laws or contractual confidentiality).

6. Acceptable Use

You agree not to use the Site or Services to:

• Violate any law or third-party right (including intellectual property, privacy, or publicity rights)
• Send spam, malware, or other malicious content
• Reverse engineer, scrape, or attempt to disrupt the Site or our infrastructure
• Build automations or AI systems intended to deceive, defraud, or harm others
• Misrepresent AutoLayer's involvement with or endorsement of any third-party product or service

We may suspend or terminate access for any violation of these Terms.

7. Intellectual Property

7.1 Our IP

The Site, our methodologies, templates, frameworks, internal tools, and all related materials are owned by AutoLayer and protected by intellectual property laws. Except for the rights expressly granted in an SOW, no license is granted to you by these Terms.

7.2 Deliverables

Upon full payment under an SOW, you receive a license — or, where the SOW so specifies, ownership — in the project deliverables built specifically for you. Pre-existing AutoLayer materials, libraries, and know-how remain ours, and we grant you a non-exclusive license to use them as embedded in deliverables for your internal business purposes.

7.3 Your Content

You retain ownership of data, content, and materials you provide to us ("Client Materials"). You grant AutoLayer a limited license to use Client Materials solely to perform the Services.

8. Confidentiality

Each party agrees to protect the other party's non-public business, technical, and customer information shared in connection with the Services, using at least the same standard of care it uses to protect its own confidential information (and no less than a reasonable standard). Confidentiality obligations survive termination of the engagement.

9. AI Outputs and Third-Party Platforms

Some Services involve AI models and third-party platforms (e.g., OpenAI, Anthropic, CRMs, automation tools). You acknowledge that:

• AI outputs can be incorrect, incomplete, or biased and must be reviewed before being used in decisions or communications with your customers.
• Third-party platforms have their own terms and pricing, which you are responsible for accepting and paying as applicable.
• AutoLayer is not responsible for changes, outages, deprecations, or pricing decisions made by third-party providers.

10. Disclaimers

The Site, content, and Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation. AutoLayer does not warrant any specific business outcome, revenue, time savings, or ROI. Examples and case studies are illustrative and not guarantees of future results.

11. Limitation of Liability

To the maximum extent permitted by law, AutoLayer and its owners, employees, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to the Site or Services, even if advised of the possibility of such damages.

AutoLayer's total aggregate liability arising out of or related to these Terms or any engagement will not exceed the amount you paid to AutoLayer for the Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability.

12. Indemnification

You agree to defend, indemnify, and hold harmless AutoLayer from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms or applicable law; (b) Client Materials or instructions you provide to us; or (c) your use of deliverables in a manner that infringes a third party's rights.

13. Termination

These Terms remain in effect while you use the Site or Services. We may suspend or terminate your access at any time for any reason, including violation of these Terms. Termination of an active engagement is governed by the applicable SOW. Provisions that by their nature should survive termination (including Sections 4, 7, 8, 10–12, and 14) will survive.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws principles. The state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Services, and you consent to personal jurisdiction in those courts. To the fullest extent permitted by law, any dispute will be resolved on an individual basis, and you waive any right to a class action.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Effective" date above. Material changes will be communicated through the Site or by email where appropriate. Continued use of the Site or Services after an update constitutes acceptance of the revised Terms.

16. Miscellaneous

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and AutoLayer regarding the Site and Services. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.

17. Contact

Questions about these Terms?

AutoLayer Systems LLC
Chicago, IL, United States
Email: milesschwartz13@gmail.com