Terms & Conditions

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Layer 9, Inc. (“Layer 9,” “we,” “us,” or “our”).

By accessing, browsing, or using any Layer 9 website, platform, or service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you may not access or use Layer 9’s services.

Layer 9 provides managed IT services, cybersecurity services, cloud solutions, and technology consulting pursuant to a separate Master Service Agreement (“MSA”) and one or more Statements of Work (“SOWs”).

These Terms:

• Govern general use of Layer 9’s websites, platforms, and baseline interactions
• Do not replace, amend, or supersede any MSA or SOW

In the event of a conflict, the terms of the applicable MSA or SOW shall control.

Layer 9 delivers services through experienced professionals using a combination of people, processes, and technology. While we provide strategic guidance and best-practice recommendations, Layer 9:

• Does not act as legal counsel, financial advisor, or insurance provider
• Does not make business, compliance, or risk decisions on behalf of the Client

Final decisions regarding technology, compliance, and risk acceptance remain the responsibility of the Client unless otherwise expressly stated in the MSA.

You agree to:

• Use Layer 9 services only for lawful purposes
• Maintain appropriate administrative, physical, and technical safeguards within your environment
• Provide accurate, complete, and timely information required to deliver services

You are responsible for safeguarding all credentials, passwords, and access methods. Any activity performed using your credentials is deemed authorized by you.

You agree not to:

• Interfere with or disrupt Layer 9 systems or networks
• Use the services to distribute malware, engage in unlawful activity, or violate third-party rights

Fees, billing schedules, and payment terms are governed by your MSA and applicable SOW(s).

Unless otherwise stated:

• Invoices are due upon receipt
• Disputed charges must be reported within thirty (30) days of the invoice date
• Failure to pay may result in suspension or termination of services

Layer 9 is not responsible for warranties, refunds, or performance of third-party products or services recommended or integrated at your request.

Layer 9 will use commercially reasonable administrative, technical, and physical safeguards to protect Client data accessed in the course of providing services.

Client data will be used solely to deliver contracted services and handled in accordance with Layer 9’s Privacy Policy and any applicable Data Processing Addendum (“DPA”), if executed.

Each party agrees to protect the other party’s confidential information from unauthorized disclosure and to use such information solely for purposes related to the services.

Confidentiality obligations survive termination of this Agreement and may be further defined in the MSA.

Layer 9 services may rely on third-party providers, including but not limited to cloud platforms, software vendors, telecommunications providers, and internet service providers.

Layer 9 is not responsible for:

• Service outages, data loss, or performance issues caused by third-party providers
• Changes to third-party services outside Layer 9’s control

Third-party services are subject to their own terms and conditions.

Layer 9 retains all right, title, and interest in its intellectual property, including software, documentation, methodologies, and processes. You retain ownership of your data and content. You grant Layer 9 a limited, non-exclusive license to use such data solely as necessary to provide services. No rights are granted except as expressly stated.

Either party may terminate this Agreement as provided in the MSA. Upon termination:

• Your right to use Layer 9 services immediately ceases
• Outstanding fees remain due
• Sections intended to survive termination—including confidentiality, limitations of liability, and indemnification—shall remain in effect

Services are provided on an “AS IS” and “AS AVAILABLE” basis. Layer 9 disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law:

• Layer 9 shall not be liable for indirect, incidental, consequential, or punitive damages
• Total liability shall not exceed the fees paid by the Client to Layer 9 in the six (6) months preceding the event giving rise to the claim

You agree to indemnify and hold harmless Layer 9 from any claims, damages, or liabilities arising from:

• Your misuse of the services
• Violation of applicable laws or regulations
• Breach of these Terms or the MSA

Any Layer 9 indemnification obligations, if applicable, are defined exclusively in the MSA.

Layer 9 shall not be liable for delays or failure to perform resulting from events beyond reasonable control, including acts of God, natural disasters, power failures, internet outages, labor disputes, or government actions.

Layer 9 may update these Terms from time to time. Updated versions will be posted on our website. Continued use of services after changes constitutes acceptance of the revised Terms.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located within the Commonwealth of Virginia.